# Community Financial System, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Community Financial System, Inc.](/companies/cbu.md) (CIK 723188)
- Form: 10-Q
- Filed: 2025-11-06
- Accepted by EDGAR: Nov 6, 2025, 16:33 ET
- Period: 2025-09-30
- Accession: 0001104659-25-107791
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/723188/000110465925107791/cbu-20250930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/723188/000110465925107791/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $207.1m | us-gaap:Revenues |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $602.6m | us-gaap:Revenues |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $49.1m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $144.7m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $18.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $47.4m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $55.1m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | $156.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $1.04 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $2.94 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $1.04 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $2.95 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 52,804,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 52,852,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $217.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $45.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2025-01-01 to 2025-09-30 | $72.8m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 9 months, 2025-01-01 to 2025-09-30 | $11.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-09-30 | $245.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-09-30 | $16.96bn | us-gaap:Assets |
| Total liabilities | at 2025-09-30 | $15.02bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-09-30 | $1.94bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 138,169 characters.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) primarily reviews the financial condition and results of operations of Community Financial System, Inc. (the “Company” or “CFSI”) as of and for the three and nine months ended September 30, 2025 and 2024, although in some circumstances the first and second quarters of 2025 are also discussed in order to more fully explain recent trends. The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and related notes that appear on pages 3 through 38. All references in the discussion of the financial condition and results of operations refer to the consolidated position and results of the Company and its subsidiaries taken as a whole. Unless otherwise noted, the term “this year” and equivalent terms refers to results in calendar year 2025, “last year” and equivalent terms refer to calendar year 2024, “third quarter” refers to the three months ended September 30, 2025, “YTD” refers to the nine months ended September 30, 2025, and earnings per share (“EPS”) figures refer to diluted EPS.

This MD&A contains certain forward-looking statements with respect to the financial condition, results of operations, and business of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements are set herein under the caption “Forward-Looking Statements” on page 63.

### Critical Accounting Policies and Estimates

As a result of the complex and dynamic nature of the Company’s business, management must exercise judgment in selecting and applying the most appropriate accounting policies for its various areas of operations. The policy decision process not only ensures compliance with the current accounting principles generally accepted in the United States of America (“GAAP”), but also reflects management’s discretion with regard to choosing the most suitable methodology for reporting the Company’s financial performance. It is management’s opinion that the accounting estimates covering certain aspects of the business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity in the selection process. These estimates affect the reported amounts of assets and liabilities as well as disclosures of revenues and expenses during the reporting period. Actual results could meaningfully differ from these estimates. Management considers its critical accounting estimates those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company’s financial condition or results of operations. Management believes that the critical accounting estimates include the allowance for credit losses; actuarial assumptions associated with the pension, post-retirement and other employee benefit plans; and the carrying value of goodwill and other intangible assets. A summary of the critical accounting policies and estimates used by management is disclosed in the MD&A on pages 39-40 of the most recent Form 10-K (fiscal year ended December 31, 2024) filed with the Securities and Exchange Commission (“SEC”) on February 28, 2025. There have been no material changes other than those described below regarding the Allowance for Credit Losses. A summary of new accounting policies used by management is disclosed in Note C, “Accounting Policies” on page 12 of this Form 10-Q.

#### Allowance for Credit Losses

The allowance for credit losses (“ACL”) represents management’s judgment of an estimated amount of lifetime losses expected to be incurred on outstanding loans at the balance sheet date. This is estimated using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. The determination of the appropriateness of the ACL is complex and applies significant and highly subjective estimates. The ACL is measured on a collective (pooled) basis for loan segments that share similar risk characteristics, including collateral type, credit ratings/scores, size, duration, interest rate structure, origination vintage and payment structure. The Company utilizes three methods for calculating the ACL: cumulative loss, vintage loss and line loss. Historical credit loss experience provides the basis for the estimation of expected future credit losses in all three methodologies. Qualitative adjustments are made for differences in loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, acquisition status, current levels of delinquencies, net charge-offs and risk ratings, as well as actual and forecasted macroeconomic variables. Macroeconomic data includes unemployment rates, changes in collateral values such as home prices, commercial real estate prices including office property-specific price forecasts, office property-specific vacancy rates, automobile prices, gross domestic product, and median household income net of inflation. Management utilizes judgment in determining and applying the qualitative factors and weighting the economic scenarios used, which include baseline, upside and downside forecasts. During the first quarter of 2025, the Company updated the ACL model to add 2024 data into the historical data used for calculating the quantitative and qualitative factors as part of the annual model update procedures. In addition, management adjusted the weighting of the three economic scenarios, increasing the weight for the downside scenario from 30% to 40% and decreasing the weight of the upside scenario from 30% to 20%, to capture additional economic uncertainty. The Company also added additional reserves for business lending to capture additional risk in the portfolio due to the increase in size and volume of business loans, which was further increased in the second quarter of 2025. The change in weighting of the economic scenarios increased the ACL by $0.7 million as compared to the prior weighting in use at December 31, 2024. The additional business lending qualitative factor increased the ACL by $6.9 million as compared to the prior factor in use at December 31, 2024.

One of the most significant estimates and judgments influencing the results of the ACL calculation is the macroeconomic forecasts. Changes in these economic forecasts could significantly affect the estimated expected credit losses and lead to materially different amounts from one period to the next. To illustrate the sensitivity of the ACL calculation to these economic forecasts, management performed a hypothetical sensitivity analysis using a weighting of 100% to the downside forecast, rather than the existing weighting of baseline, upside and downside of 40%, 20% and 40%, respectively. The scenario-weighted average unemployment rate and GDP growth forecasts used in the ACL model at September 30, 2025 were 5.4% and 1.2%, respectively, compared to 4.8% and 1.8%, respectively, at December 31, 2024. The hypothetical downside forecast includes assumptions of a weakening economy represented by a cumulative decline in real GDP of 2.6%, enhanced geopolitical tensions, elevated inflation, a peak unemployment rate of 8.4% and an average unemployment rate of 7.0%. The Company calculated that this hypothetical scenario would increase the ACL and provision for credit losses as of and for the three and nine months ended September 30, 2025 by approximately $3.6 million, and decrease net income by $2.7 million (net of tax). This change is reflective of the sensitivity of the various economic factors used in the ACL model. The resulting difference is not intended to represent an expected increase in allowance levels, as future conditions are uncertain and there are several other quantitative and qualitative factors that will also fluctuate at the same time that economic conditions are changing, which would affect the results of the ACL calculation. The impact that the economic factors have on the model is affected by the upside or downside severity of the scenarios used, the product type mix, and the interaction of the economic factors with other quantitative and qualitative factors in the model, as changes in any particular factor or input may not occur at the same rate or be directionally consistent across all loan segments. Improvements in one factor may offset deterioration in other factors, both qualitative and quantitative. The third-party downside economic forecast used in the hypothetical scenario described does not predict a severe economic downturn, but rather a moderate recessionary environment. The Company’s geographic distribution of loans primarily outside of major metropolitan areas, combined with low statistical correlation between its historical losses and national economic indicators is reflected in the current methodology that would produce changes to the allowance that are less significant as compared to economic metric-based modeling that is more directly correlated, and therefore sensitive, to fluctuations in historical and projected national economic activity.

### Supplemental Reporting of Non-GAAP Results of Operations

The Company also provides supplemental reporting of its results on an “operating” or “tangible” basis. Results on an “operating” basis exclude the after-tax effects of acquisition expenses, litigation accrual, restructuring expenses, loss on sales of investment securities, unrealized gain on equity securities and amortization of intangible assets. Results on a “tangible” basis exclude goodwill and intangible asset balances, net of accumulated amortization and applicable deferred tax amounts. Although these items are non-GAAP measures, the Company’s management believes this information helps investors and analysts measure underlying core performance and improves comparability to other organizations that have not engaged in acquisition activity. In addition, the Company provides supplemental reporting for “operating pre-tax, pre-provision net revenues,” which excludes the provision for credit losses, acquisition expenses, litigation accrual, restructuring expenses, loss on sales of investment securities, unrealized gain on equity securities and amortization of intangible assets from income before income taxes. Although operating pre-tax, pre-provision net revenue is a non-GAAP measure, the Company’s management believes this information helps investors and analysts measure and compare the Company’s performance through a credit cycle by excluding the volatility in the provision for credit losses associated with Current Expected Credit Loss (“CECL”) allowance methods, helps investors and analysts measure underlying core performance and improves comparability to other organizations that have not engaged in acquisitions. The Company also provides supplemental reporting of its interest income, net interest income and net interest margin on a fully tax-equivalent (“FTE”) basis, which includes an adjustment to interest income and net interest income that represents taxes that would have been paid had nontaxable investment securities and loans been taxable. Although fully tax-equivalent interest income, net interest income and net interest margin are non-GAAP measures, the Company’s management believes this information helps enhance comparability of the performance of assets that have different tax profiles. Reconciliations of GAAP amounts with corresponding non-GAAP amounts are presented in Table 14.

### Executive Summary

The Company’s business philosophy is to operate as a diversified financial services enterprise providing a broad array of banking and other financial services, including employee benefit services, insurance services and wealth management services, to retail, commercial, institutional and governmental customers. The Company’s banking subsidiary is Community Bank, N.A. (the “Bank” or “CBNA”). The Company’s Benefit Plans Administrative Services, Inc. (“BPAS”) subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration and actuarial consulting services to customers on a national scale. In addition, the Company offers comprehensive financial planning, trust administration and wealth management services through its Nottingham Financial Group operating unit and insurance services through its OneGroup NY, Inc. (“OneGroup”) subsidiary.

The Company’s core operating objectives are: (i) maintain diverse revenue streams to achieve positive operating results in all four of the Company’s business units: banking and corporate, employee benefit services, insurance services, and wealth management services, (ii) increase the noninterest component of total revenues through both organic and acquisition strategies, (iii) optimize the branch network and digital banking delivery systems, primarily through disciplined acquisition strategies, de novo expansions and divestitures/consolidations, (iv) build profitable loan and deposit bases using both organic and acquisition strategies, (v) utilize technology to deliver customer-responsive products and services and improve efficiencies, and (vi) manage an investment securities portfolio to complement the Company’s loan and deposit strategies and mitigate interest rate and liquidity risk and optimize net interest income generation.

Significant factors reviewed by management to evaluate achievement of the Company’s operating objectives, results and financial condition include, but are not limited to: net income and earnings per share; return on assets and equity; components of net interest margin; noninterest revenues; noninterest expenses; asset quality metrics; loan and deposit growth; capital management; performance of individual banking and financial services units; performance of specific product lines and customers; liquidity and interest rate sensitivity; enhancements to customer products and services and their underlying performance characteristics; technology advancements; market share; peer comparisons; the performance of recently acquired businesses and the performance of recently opened and consolidated branch offices.

Third quarter 2025 net income increased $11.2 million, or 25.5%, compared to the third quarter of 2024, while YTD net income increased $23.3 million, or 17.6% compared to the equivalent 2024 timeframe. Earnings per share of $1.04 for the third quarter of 2025 was $0.21 more than the third quarter of 2024, while 2025 YTD earnings per share of $2.94 was $0.44 higher than 2024 YTD earnings per share. The quarterly and YTD increases in net income and earnings per share were primarily driven by increases in net interest income and noninterest revenues and a decrease in the provision for credit losses, partially offset by increases in noninterest expenses and income taxes.

Net interest margin increased 27 basis points between the third quarter of 2024 and the third quarter of 2025 and 26 basis points on a YTD basis, while fully tax-equivalent net interest margin, a non-GAAP measure, increased 28 basis points between the third quarter of 2024 and the third quarter of 2025 and 27 basis points on a YTD basis. The yield on average interest-earning assets increased 16 basis points compared to the prior year’s third quarter and 21 basis points compared to the prior YTD period, as the yield on average loans and average investments (including cash equivalents) both improved. The yield on average loans for the third quarter increased 17 basis points compared to the third quarter of 2024 and 25 basis points between comparable YTD periods. The yield on average investments, including cash equivalents, increased 7 basis points compared to the prior year’s third quarter and 5 basis points on a YTD basis. The Company’s total cost of funds decreased 11 basis points from last year’s third quarter and 4 basis points YTD compared to the prior year, as the rate paid on interest-bearing deposits and the rate paid on borrowings both decreased.

Loan balances increased on both an average and ending basis as compared to the prior year third quarter and YTD period, reflective of organic loan growth between the periods. Deposit balances also increased on both an average and ending basis as compared to the third quarter of 2024 and YTD comprised of organic growth in both governmental and non-governmental deposit balances. Investment balances increased on both an average and ending basis as compared to the prior year third quarter and YTD period, driven by purchases of mortgage-backed securities between the periods. Borrowing balances decreased on both an average and ending basis compared to the third quarter of 2024 and YTD reflective of growth in deposit balances outpacing loan growth.

The Company recorded a $5.6 million provision for credit losses during the third quarter and $16.4 million for YTD 2025 resulting in a $2.1 million and $0.2 million lower provision for credit losses than comparable prior year periods, respectively. Third quarter credit quality metrics remain relatively favorable compared to the banking industry. Net charge-offs were $2.5 million, or an annualized 0.09% of average loans, for the third quarter and $10.8 million, or an annualized 0.14% of average loans, for the first nine months of 2025, compared to net charge-offs of $2.8 million, or an annualized 0.11% of average loans, for the prior year’s third quarter and $6.9 million, or an annualized 0.09% of average loans, for the first nine months of 2024. The nonperforming loan ratio of 0.52% at September 30, 2025 decreased 9 basis points from September 30, 2024 and decreased 18 basis points from December 31, 2024 primarily driven by the resolution of two nonperforming business lending relationships in the second quarter. The 30 to 89 day delinquent loan ratio remained low at 0.48%, up slightly from 0.46% at the end of the third quarter of 2024 and down from 0.54% at December 31, 2024.

Banking services noninterest revenues, comprised of deposit service charges and fees, mortgage banking and other banking revenues, increased $0.6 million, or 2.8%, as compared to the prior year’s third quarter, and increased $1.8 million, or 3.1%, between the comparable YTD periods. The YTD growth was primarily due to an increase in other banking revenues driven by increases in bank-owned life insurance income and customer interest rate swap fee revenues. Nonbanking financial services revenues, comprised of employee benefit services, insurance services and wealth management services revenues, increased $1.7 million, or 3.1%, as compared to the prior year’s third quarter and increased $6.7 million, or 4.2%, compared to the prior YTD period, reflecting revenue growth in all three businesses.

Noninterest expenses increased $4.1 million, or 3.3%, between the third quarter of 2024 and the third quarter of 2025 and increased $21.4 million, or 5.9%, between September YTD 2024 and September YTD 2025. The quarterly increase was primarily due to data processing and communications expenses that increased $3.2 million, or 20.3%, combined with lesser increases in occupancy and equipment expenses, legal and professional fees and other expenses, partially offset by lower salaries and employee benefits expenses driven by medical rebates and a decrease in performance-based incentive compensation expenses for certain business units. The YTD increase was primarily driven by salaries and employee benefits that increased $7.5 million, or 3.3%, and data processing and communications expenses that increased $6.4 million, or 14.1%, along with lesser increases in occupancy and equipment expenses, legal and professional fees and other expenses. The YTD increase in salaries and employee benefits was driven by merit and market-related increases in employee wages. The increases in data processing and communications expenses reflected the Company’s continued investment in technology initiatives and included a $1.4 million consulting expense in connection with a contract renegotiation with its core system provider which is expected to result in lower future core system costs. Occupancy and equipment expenses included incremental costs associated with the opening of de novo bank branches between the periods.

Third quarter and YTD operating net income, a non-GAAP measure, increased $11.4 million, or 24.5%, as compared to the third quarter of 2024 and increased $24.6 million, or 17.4%, compared to September YTD 2024. Third quarter and YTD operating earnings per share, a non-GAAP measure, increased $0.21 compared to the third quarter of 2024 and increased $0.47 compared to September YTD 2024. Third quarter and YTD operating pre-tax, pre-provision net revenue per share, a non-GAAP measure, increased $0.27 compared to the third quarter of 2024 and increased $0.62 compared to September YTD 2024. These results demonstrate improvement in the Company’s core operating performance between the periods, particularly net interest margin expansion.

### Net Income and Profitability

As shown in Table 1, net income for the third quarter and September YTD of $55.1 million and $156.0 million, respectively, increased $11.2 million, or 25.5%, as compared to the third quarter of 2024 and increased $23.3 million, or 17.6%, compared to September YTD 2024. Earnings per share of $1.04 for the third quarter of 2025 was $0.21 higher than the third quarter of 2024, while earnings per share for the first nine months of 2025 of $2.94 was $0.44 higher than the first nine months of 2024. The increase in net income and earnings per share for the quarter and the YTD period was the result of increases in net interest income and noninterest revenues, as well as a decrease in the provision for credit losses, partially offset by increases in noninterest expenses and income taxes. Operating net income, a non-GAAP measure, of $58.1 million and $165.5 million for the third quarter and September YTD 2025, respectively, increased $11.4 million, or 24.5%, as compared to the third quarter of 2024 and increased $24.6 million, or 17.4%, compared to September YTD 2024. Operating earnings per share, a non-GAAP measure, of $1.09 for the third quarter increased $0.21 compared to the third quarter of 2024, while operating earnings per share, a non-GAAP measure, of $3.12 for the first nine months of 2025 increased $0.47 compared to the first nine months of 2024.

As reflected in Table 1, third quarter net interest income of $128.2 million increased $15.4 million, or 13.7%, from the comparable prior year period. Net interest income of $373.1 million for the first nine months of 2025 increased $44.0 million, or 13.4%, compared to the first nine months of 2024. The quarterly and YTD increases were the result of higher yields on interest-earning assets, a decrease in the rate paid on interest-bearing liabilities and an increase in interest-earning assets from organic loan growth.

Reflective of a relatively stable economic environment and an increase in loans outstanding, the provision for credit losses of $5.6 million for the third quarter and $16.4 million for September YTD decreased $2.1 million and $0.2 million as compared to the third quarter and first nine months of 2024, respectively. While certain macroeconomic concerns persist related to non-owner occupied and multifamily CRE, the Company’s exposure to these portfolios remains diverse both geographically and by property type, and relatively low at 15% of total assets and 24% of total loans.

Third quarter and year-to-date noninterest revenues were $78.9 million and $229.4 million, respectively, up $2.7 million, or 3.5%, from the third quarter of 2024 and up $8.6 million, or 3.9%, from the first nine months of 2024. Total operating noninterest revenues, a non-GAAP measure, for the third quarter and September YTD were $78.7 million and $229.0 million, respectively, an increase of $2.3 million, or 3.0%, and $8.6 million, or 3.9%, from the prior third quarter and YTD period, respectively. The increase over the prior year third quarter was driven by a $1.7 million, or 3.1%, increase in nonbanking financial services business revenues and a $0.6 million, or 2.8%, increase in banking noninterest revenues. The increase over the prior September YTD period was driven by a $6.7 million, or 4.2%, increase in nonbanking financial services business revenues and a $1.8 million, or 3.1%, increase in banking noninterest revenues.

Noninterest expenses of $128.3 million and $382.7 million for the third quarter and September YTD periods, respectively, reflected an increase of $4.1 million, or 3.3%, from the third quarter of 2024 and an increase of $21.4 million, or 5.9%, from the first nine months of 2024. The increase in noninterest expenses for the third quarter was primarily due to increases in data processing and communications expenses, occupancy and equipment expenses, legal and professional fees and acquisition expenses, partially offset by a decrease in salaries and employee benefits expenses. The increase in noninterest expenses for the YTD period was primarily due to increases in salaries and employee benefits, data processing and communications, occupancy and equipment expenses, legal and professional fees and other expenses. The increase in noninterest expenses also includes the impact of $1.5 million of restructuring expenses in the second quarter of 2025 associated with severance payments accrued for a workforce optimization plan due to planned branch consolidations and other operational initiatives. Operating noninterest expenses increased $3.5 million, or 2.9%, from the prior year third quarter, and $20.1 million, or 5.7%, from the prior September YTD.

The effective income tax rates were 24.7% and 23.3% for third quarter and YTD 2025, respectively, as compared to 23.0% and 22.9% for the comparable prior year periods.

A condensed income statement is as follows:

### Table 1: Condensed Income Statements

*(000's omitted, except per share data)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Net interest income | ​ | $128,165 |  | $112,745 |  | $373,125 |  | $329,144 | ​ |
| Provision for credit losses | ​ | 5,564 | ​ | 7,709 | ​ | 16,371 | ​ | 16,565 | ​ |
| Noninterest revenues | ​ | ​ 78,887 | ​ | ​ 76,197 | ​ | ​ 229,431 | ​ | ​ 220,872 | ​ |
| Noninterest expenses | ​ | ​ 128,319 | ​ | ​ 124,203 | ​ | ​ 382,711 | ​ | ​ 361,286 | ​ |
| Income before income taxes | ​ | 73,169 | ​ | 57,030 | ​ | 203,474 | ​ | 172,165 | ​ |
| Income taxes | ​ | 18,081 | ​ | 13,129 | ​ | 47,441 | ​ | 39,477 | ​ |
| Net income | ​ | $55,088 | ​ | $43,901 | ​ | $156,033 | ​ | $132,688 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Diluted weighted average common shares outstanding | ​ | 53,036 | ​ | 52,911 | ​ | 53,075 | ​ | 53,120 | ​ |
| Diluted earnings per share | ​ | $1.04 | ​ | $0.83 | ​ | $2.94 | ​ | $2.50 | ​ |

### Net Interest Income

Net interest income is the amount by which interest, dividends and fees on interest-earning assets (loans, investments and cash equivalents) exceeds the cost of funds, which consists primarily of interest paid to the Company's depositors and interest paid on borrowings. Net interest margin is the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities as a percentage of interest-earning assets.

Net interest income totaled $128.2 million for the third quarter of 2025 compared to $112.7 million for the third quarter of 2024. As shown in Table 2a, fully tax-equivalent net interest income, a non-GAAP measure, for the third quarter was $129.0 million, an increase of $15.4 million from the prior year third quarter. The increase was driven by a 16 basis point increase in the yield on average interest-earning assets, a $596.7 million increase in average interest-earning asset balances and a 17 basis point decrease in the rate paid on average interest-bearing liabilities, partially offset by a $479.8 million increase in average interest-bearing liability balances in comparison to the third quarter of 2024. As reflected in Table 3 for the quarter, the favorable net interest income impacts of the volume increase in average interest-earning asset balances of $6.8 million, the increase in the yield on average interest-earning assets of $6.6 million and the decrease in the rate paid on average interest-bearing liabilities of $4.3 million were partially offset by the volume increase in average interest-bearing liability balances of $2.3 million.

Net interest income totaled $373.1 million for the first nine months of 2025 compared to $329.1 million for the first nine months of 2024. As reflected in Table 2b, September YTD fully tax-equivalent net interest income, a non-GAAP measure, of $375.8 million increased $43.8 million, or 13.2%, from the year-earlier period. The September YTD increase resulted from a $623.0 million increase in average interest-earning asset balances and a 21 basis point increase in the yield on average interest-earning assets and a 9 basis point decrease in the rate paid on average interest-bearing liabilities, partially offset by a $547.4 million increase in average interest-bearing liability balances. As reflected in Table 3 for September YTD, the favorable net interest income impacts of the increase in the yield on average interest-earning assets of $23.3 million, the volume increase in average interest-earning asset balances of $20.7 million and the decrease in the rate paid on average interest-bearing liabilities of $7.9 million were partially offset by the negative impact from the volume increase in average interest-bearing liability balances of $8.2 million.

Net interest margin of 3.30% and fully tax-equivalent net interest margin, a non-GAAP measure, of 3.33% for the third quarter of 2025 increased 27 and 28 basis points, respectively, compared to their respective prior year periods. September YTD net interest margin of 3.26% and fully tax-equivalent net interest margin, a non-GAAP measure, of 3.29%, increased 26 and 27 basis points, respectively, compared to their respective prior year periods. The increase was primarily the result of higher yields on interest-earning assets and a higher proportion of those assets being comprised of higher yielding loan balances due to organic loan growth, as well as a decrease in the rate paid on interest-bearing liabilities, partially offset by an increase in the balance of interest-bearing liabilities.

The 16 basis point increase in the average yield on interest-earning assets for the quarter was the result of increases in both the yield on average loans and the yield on average investments, including cash equivalents. The yield on average loans for the third quarter increased 17 basis points compared to the third quarter of 2024. The third quarter of 2025 yield on average investments including cash equivalents increased 7 basis points compared to the prior year while the yield on average investments excluding cash equivalents increased 9 basis points for the same timeframe. The 25 basis point increase in the yield on interest-earning assets for the first nine months of 2025 was the result of a 25 basis point increase in the yield on average loans and a 6 basis point increase in the yield on average investments, including cash equivalents, compared to the prior YTD period. Excluding cash equivalents, the yield on average investments increased 10 basis points compared to the prior YTD period. The increase in loan yields were reflective of an increase in the proportion of higher rate loans originated over recent periods and the increase of certain adjustable-rate loan yields. As the majority of the Company’s investment portfolio, excluding cash equivalents, is comprised of fixed rate securities, the increase in investment yields were driven by the maturities of certain lower-yielding available-for-sale investment securities and the purchase of certain higher-yielding government agency mortgage-backed securities between the periods.

The third quarter and YTD average book balance of investments, including cash equivalents, increased $87.8 million and $86.3 million, respectively, as compared to the corresponding prior year periods. Investment purchases outpaced sales, maturities, calls and principal payments during the third quarter and YTD periods, driven by $94.0 million of YTD government agency mortgage-backed securities purchases classified as held-to-maturity. The cash equivalents component of average interest-earning assets increased $8.1 million and $6.4 million for the third quarter and YTD periods, respectively, compared to the prior year periods. Average loan balances increased $508.9 million for the quarter and $536.7 million YTD as compared to the prior year, with increases in all five major loan portfolios between both periods due to organic growth.

The rate paid on average interest-bearing liabilities decreased 17 basis points compared to the prior year quarter as the average rate paid on interest-bearing deposits decreased 11 basis points and the average rate paid on external borrowings decreased 25 basis points from the comparable prior period. For the first nine months of 2025, the rate paid on average interest-bearing liabilities decreased 9 basis points from the comparable prior year period as the rate paid on average interest-bearing deposits decreased 6 basis points and the rate paid on average external borrowings decreased 21 basis points. The decrease in the rate paid on average interest-bearing deposits and on average borrowings was due to market-related interest rate changes between the periods, as well as a change in the proportion of overnight borrowings and term borrowings to total borrowings.

Average interest-bearing deposits increased $638.6 million compared to the prior year quarter and $590.1 million compared to the prior YTD period. The quarterly and YTD increases in average interest-bearing deposits were due primarily to increases in non-time deposits, including money market, savings and interest checking deposits. The average borrowing balance, which primarily includes borrowings at the FHLB and securities sold under agreement to repurchase (customer repurchase agreements), decreased $158.9 million and $42.7 million for the quarter and YTD periods, respectively. The decrease in average borrowings from the prior year quarter and YTD periods was primarily due to the increase in deposit balances outpacing the growth of interest earning assets.

Tables 2a and 2b below sets forth information related to average interest-earning assets and interest-bearing liabilities and their associated yields and rates for the periods indicated. Interest income and yields are on an FTE basis using a marginal income tax rate of 25.3% in 2025 and 24.4% in 2024. Average balances are computed by totaling the daily ending balances in a period and dividing by the number of days in that period. Loan interest income and yields include amortization of deferred loan income and costs, loan prepayments, late and other fees and the amortization or accretion of acquired loan purchase discounts and premiums, which decreased loan interest income by $5.4 million and $15.4 million for the third quarter and YTD periods, respectively, and $5.2 million and $15.0 million for the prior third quarter and YTD periods, respectively. Average loan balances include acquired loan purchase discounts and premiums, nonaccrual loans and loans held for sale.

### Table 2a: Quarterly Average Balance Sheet

| ​ ​ ​ ​ ​ (000's omitted except yields and rates) Interest-earning assets: | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended September 30, 2025 ​ Average Balance ​ | ​ ​ | ​ ​ ​ ​ ​ Interest ​ | ​ | ​ ​ ​ ​ Avg. Yield/Rate Paid | ​ ​ Three Months Ended September 30, 2024 ​ Average Balance ​ | ​ ​ | ​ ​ ​ ​ ​ Interest ​ | ​ | ​ ​ Avg. ​ Yield/Rate ​ Paid ​ ​ |
| --- | --- | ---: | --- | --- | --- | ---: | ---: | --- | --- | --- | ---: |
| Cash equivalents | ​ | $46,550 | ​ | $460 |  | 3.92% | $38,481 | ​ | $474 |  | 4.90% |
| Taxable investment securities (1) | ​ | 4,268,660 | ​ | 21,567 |  | 2.00% | 4,165,783 | ​ | 20,075 |  | 1.92% |
| Nontaxable investment securities (1) | ​ | 413,663 | ​ | 3,426 |  | 3.29% | 436,762 | ​ | 3,586 |  | 3.27% |
| Loans (net of unearned discount) (2) | ​ | 10,664,241 | ​ | 152,710 |  | 5.68% | 10,155,343 | ​ | 140,637 |  | 5.51% |
| Total interest-earning assets | ​ | 15,393,114 | ​ | 178,163 |  | 4.59% | 14,796,369 | ​ | 164,772 | ​ | 4.43% |
| Noninterest-earning assets | ​ | 1,361,981 | ​ | ​ ​ |  | ​ ​ | 1,261,850 | ​ | ​ |  | ​ ​ |
| Total assets | ​ | $16,755,095 | ​ | ​ ​ |  | ​ ​ | $16,058,219 | ​ | ​ |  | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Interest-bearing liabilities: | ​ | **​** | **​** | **​** **​** |  | **​** **​** | **​** | **​** | **​** |  | ​ **​** |
| Interest checking, savings and money market deposits | ​ | $8,086,979 | ​ | 23,150 |  | 1.14% | $7,462,225 | ​ | 20,732 |  | 1.11% |
| Time deposits | ​ | 2,088,861 | ​ | 17,570 |  | 3.34% | 2,074,978 | ​ | 19,860 |  | 3.81% |
| Customer repurchase agreements | ​ | 187,845 | ​ | 662 |  | 1.40% | 241,454 | ​ | 1,054 |  | 1.74% |
| Overnight borrowings | ​ | ​ 151,495 | ​ | 1,733 |  | 4.54% | ​ 212,520 | ​ | ​ 3,008 | ​ | 5.63% |
| FHLB and other borrowings | ​ | 531,979 | ​ | 6,003 |  | 4.48% | 576,225 | ​ | 6,501 |  | 4.49% |
| Total interest-bearing liabilities | ​ | 11,047,159 | ​ | 49,118 |  | 1.76% | 10,567,402 | ​ | 51,155 |  | 1.93% |
| Noninterest-bearing liabilities: | ​ | ​ | ​ | ​ ​ |  | ​ ​ | ​ | ​ | ​ |  | ​ ​ |
| Noninterest checking deposits | ​ | 3,640,964 | ​ | ​ ​ |  | ​ ​ | 3,611,755 | ​ | ​ |  | ​ ​ |
| Other liabilities | ​ | 185,856 | ​ | ​ ​ |  | ​ ​ | 169,271 | ​ | ​ |  | ​ ​ |
| Shareholders' equity | ​ | ​ 1,881,116 | ​ | ​ ​ |  | ​ ​ | ​ 1,709,791 | ​ | ​ |  | ​ ​ |
| Total liabilities and shareholders' equity | ​ | $16,755,095 | ​ | ​ ​ | ​ | ​ ​ | $16,058,219 | ​ | ​ ​ | ​ | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net interest earnings (FTE) (non-GAAP) | ​ | ​ ​ | ​ | $129,045 | ​ | ​ ​ | ​ ​ | ​ | $113,617 | ​ | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net interest spread (GAAP) | ​ | ​ | ​ | ​ |  | 2.81% | ​ | ​ | ​ |  | 2.48% |
| Net interest spread (FTE) (non-GAAP) | ​ | ​ | ​ | ​ ​ |  | 2.83% | ​ | ​ | ​ |  | 2.50% |
| Net interest margin (GAAP) | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.30% | ​ ​ | ​ | ​ ​ | ​ | 3.03% |
| Net interest margin (FTE) (non-GAAP) | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.33% | ​ ​ | ​ | ​ ​ | ​ | 3.05% |
| ​ | ​ | ​ | ​ | ​ ​ |  | ​ ​ | ​ | ​ | ​ ​ |  | ​ ​ |
| Fully tax-equivalent adjustment (non-GAAP) (3) | ​ | ​ ​ | ​ | $880 | ​ | ​ ​ | ​ ​ | ​ | $872 | ​ | ​ ​ |

(1) Averages for investment securities are based on amortized cost basis and the yields do not give effect to changes in fair value that is reflected as a component of noninterest-earning assets, shareholders’ equity and deferred taxes.

(2) Includes nonaccrual loans. The impact of interest and fees not recognized on nonaccrual loans was immaterial.

(3) The FTE adjustment represents taxes that would have been paid had nontaxable investment securities and loans been fully taxable.

### Table 2b: Year-to-Date Average Balance Sheet

| ​ ​ ​ ​ ​ (000's omitted except yields and rates) Interest-earning assets: | ​ ​ ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2025 ​ Average Balance ​ | ​ ​ | ​ ​ ​ ​ ​ Interest ​ | ​ | ​ ​ ​ ​ Avg. Yield/Rate Paid | ​ ​ ​ ​ ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2024 ​ Average Balance ​ | ​ ​ | ​ ​ ​ ​ ​ Interest ​ | ​ | ​ ​ Avg. ​ Yield/Rate ​ Paid ​ ​ | ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | --- | --- | ---: | --- | ---: | --- | --- | --- | ---: | --- |
| Cash equivalents | ​ | $111,988 | ​ | $3,570 |  | 4.26% | ​ | $105,638 | ​ | $4,178 |  | 5.28% | ​ |
| Taxable investment securities (1) | ​ | 4,246,049 | ​ | 64,006 |  | 2.02% | ​ | 4,119,145 | ​ | 59,052 |  | 1.91% | ​ |
| Nontaxable investment securities (1) | ​ | 416,888 | ​ | 10,334 |  | 3.31% | ​ | 463,867 | ​ | 11,517 |  | 3.32% | ​ |
| Loans (net of unearned discount) (2) | ​ | 10,508,578 | ​ | 442,556 |  | 5.63% | ​ | 9,971,843 | ​ | 401,689 |  | 5.38% | ​ |
| Total interest-earning assets | ​ | 15,283,503 | ​ | 520,466 |  | 4.55% | ​ | 14,660,493 | ​ | 476,436 | ​ | 4.34% | ​ |
| Noninterest-earning assets | ​ | 1,312,718 | ​ | ​ ​ |  | ​ ​ | ​ | 1,218,185 | ​ | ​ |  | ​ ​ | ​ |
| Total assets | ​ | $16,596,221 | ​ | ​ ​ |  | ​ ​ | ​ | $15,878,678 | ​ | ​ |  | ​ ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Interest-bearing liabilities: | ​ | **​** | **​** | **​** **​** |  | **​** **​** | **​** | **​** | **​** | **​** |  | ​ **​** | ​ |
| Interest checking, savings and money market deposits | ​ | $8,027,605 | ​ | 65,896 |  | 1.10% | ​ | $7,570,758 | ​ | 61,864 |  | 1.09% | ​ |
| Time deposits | ​ | 2,121,987 | ​ | 54,747 |  | 3.45% | ​ | 1,988,687 | ​ | 55,902 |  | 3.75% | ​ |
| Customer repurchase agreements | ​ | 226,040 | ​ | 2,315 |  | 1.37% | ​ | 269,037 | ​ | 3,481 |  | 1.73% | ​ |
| Overnight borrowings | ​ | ​ 75,377 | ​ | ​ 2,566 | ​ | 4.55% | ​ | ​ 111,226 | ​ | ​ 4,686 | ​ | 5.63% | ​ |
| FHLB and other borrowings | ​ | 573,854 | ​ | 19,159 |  | 4.46% | ​ | 465,464 | ​ | 15,877 |  | 4.56% | ​ |
| Federal Reserve short-term borrowings | ​ | 0 | ​ | 0 |  | 0.00% | ​ | 72,263 | ​ | 2,643 |  | 4.88% | ​ |
| Total interest-bearing liabilities | ​ | 11,024,863 | ​ | 144,683 |  | 1.75% | ​ | 10,477,435 | ​ | 144,453 |  | 1.84% | ​ |
| Noninterest-bearing liabilities: | ​ | ​ | ​ | ​ ​ |  | ​ ​ | ​ | ​ | ​ | ​ |  | ​ ​ | ​ |
| Noninterest checking deposits | ​ | 3,561,663 | ​ | ​ ​ |  | ​ ​ | ​ | 3,572,534 | ​ | ​ |  | ​ ​ | ​ |
| Other liabilities | ​ | 175,429 | ​ | ​ ​ |  | ​ ​ | ​ | 153,623 | ​ | ​ |  | ​ ​ | ​ |
| Shareholders' equity | ​ | ​ 1,834,266 | ​ | ​ ​ |  | ​ ​ | ​ | ​ 1,675,086 | ​ | ​ |  | ​ ​ | ​ |
| Total liabilities and shareholders' equity | ​ | $16,596,221 | ​ | ​ ​ | ​ | ​ ​ | ​ | $15,878,678 | ​ | ​ ​ | ​ | ​ ​ | ​ |
| ​ | ​ | ​ | ​ | ​ ​ |  | ​ ​ | ​ | ​ | ​ | ​ ​ |  | ​ ​ | ​ |
| Net interest earnings (FTE) (non-GAAP) | ​ | ​ ​ | ​ | $375,783 | ​ | ​ ​ | ​ | ​ ​ | ​ | $331,983 | ​ | ​ ​ | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Net interest spread (GAAP) | ​ | ​ | ​ | ​ |  | 2.78% | ​ | ​ | ​ | ​ |  | 2.47% | ​ |
| Net interest spread (FTE) (non-GAAP) | ​ | ​ | ​ | ​ ​ |  | 2.80% | ​ | ​ | ​ | ​ |  | 2.50% | ​ |
| Net interest margin (GAAP) | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.26% | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.00% | ​ |
| Net interest margin (FTE) (non-GAAP) | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.29% | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.02% | ​ |
| ​ | ​ | ​ | ​ | ​ ​ |  | ​ ​ | ​ | ​ | ​ | ​ ​ |  | ​ | ​ |
| Fully tax-equivalent adjustment (non-GAAP) (3) | ​ | ​ ​ | ​ | $2,658 | ​ | ​ ​ | ​ | ​ ​ | ​ | $2,839 | ​ | ​ ​ | ​ |

(1) Averages for investment securities are based on amortized cost basis and the yields do not give effect to changes in fair value that is reflected as a component of noninterest-earning assets, shareholders’ equity and deferred taxes.

(2) Includes nonaccrual loans. The impact of interest and fees not recognized on nonaccrual loans was immaterial.

(3) The FTE adjustment represents taxes that would have been paid had nontaxable investment securities and loans been fully taxable.

As discussed above and disclosed in Table 3 below, the change in net interest income (FTE basis) may be analyzed by segregating the volume and rate components of the changes in interest income and interest expense for each underlying category.

### Table 3: Rate/Volume

| ​ ​ ​ ​ ​ (000's omitted) Interest earned on: | ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2025 versus September 30, 2024 Increase (Decrease) Due to Change in (1) ​ ​ Volume ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Yield/Rate ​ ​ | ​ ​ ​ | ​ ​ Net Change ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Nine months ended September 30, 2025 versus September 30, 2024 Increase (Decrease) Due to Change in (1) ​ ​ Volume ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Yield/Rate ​ ​ | ​ ​ ​ | ​ ​ Net Change ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Cash equivalents | ​ | $89 | ​ | $(103) | ​ | $(14) | ​ | $239 | ​ | $(847) | ​ | $(608) |
| Taxable investment securities | ​ | ​ 504 | ​ | 988 | ​ | 1,492 | ​ | 1,854 | ​ | 3,100 | ​ | 4,954 |
| Nontaxable investment securities | ​ | (192) | ​ | 32 | ​ | (160) | ​ | (1,163) | ​ | (20) | ​ | (1,183) |
| Loans (net of unearned discount) | ​ | 7,191 | ​ | 4,882 | ​ | 12,073 | ​ | 22,154 | ​ | 18,713 | ​ | 40,867 |
| Total interest-earning assets (2) | ​ | 6,778 | ​ | 6,613 | ​ | 13,391 | ​ | 20,703 | ​ | 23,327 | ​ | 44,030 |
| ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Interest paid on: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Interest checking, savings and money market deposits | ​ | 1,775 | ​ | 643 | ​ | 2,418 | ​ | 3,748 | ​ | 284 | ​ | 4,032 |
| Time deposits | ​ | 132 | ​ | (2,422) | ​ | (2,290) | ​ | 3,609 | ​ | (4,764) | ​ | (1,155) |
| Customer repurchase agreements | ​ | (210) | ​ | (182) | ​ | (392) | ​ | (317) | ​ | (849) | ​ | (1,166) |
| Overnight borrowings | ​ | (764) | ​ | ​ (511) | ​ | ​ (1,275) | ​ | ​ (1,329) | ​ | ​ (791) | ​ | ​ (2,120) |
| FHLB and other borrowings | ​ | ​ (499) | ​ | 1 | ​ | (498) | ​ | 3,626 | ​ | (344) | ​ | 3,282 |
| Federal Reserve short-term borrowings | ​ | 0 | ​ | 0 | ​ | 0 | ​ | (2,643) | ​ | 0 | ​ | (2,643) |
| Total interest-bearing liabilities (2) | ​ | 2,254 | ​ | (4,291) | ​ | (2,037) | ​ | 8,151 | ​ | (7,921) | ​ | 230 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Net interest earnings (FTE) (non-GAAP) (2) | ​ | $4,711 | ​ | $10,717 | ​ | $15,428 | ​ | $14,509 | ​ | $29,291 | ​ | $43,800 |

(1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of such change in each component.

(2) Changes due to volume and rate are computed from the respective changes in average balances and rates of the totals; they are not a summation of the changes of the components.

### Noninterest Revenues

The Company’s sources of noninterest revenues are of four primary types: 1) general banking services related to loans, including mortgage banking, deposits and other core customer activities typically provided through the branch network and digital banking channels (performed by CBNA); 2) employee benefit trust, collective investment fund, transfer agency, actuarial, benefit plan administration and recordkeeping services (performed by BPAS and its subsidiaries); 3) wealth management services, comprised of trust services (performed by the Nottingham Trust division within CBNA), broker-dealer and investment advisory products and services (performed by Nottingham Investment Services, Inc. (“NISI”) and Nottingham Wealth Partners, Inc.) and asset management services (performed by Nottingham Advisors, Inc.), collectively referred to as Nottingham Financial Group; and 4) insurance and risk management products and services (performed by OneGroup). Additionally, the Company has other activities that impact noninterest revenues, including income earned on bank owned life insurance and realized and unrealized gains or losses on investment securities.

### Table 4: Noninterest Revenues

| ​ ​ ​ (000’s omitted) | ​ ​ ​ | ​ ​ ​ Three Months Ended September 30, 2025 | ​ ​ ​ ​ ​ 2024 | ​ ​ ​ Nine Months Ended September 30, 2025 | ​ ​ ​ ​ ​ 2024 |
| --- | --- | ---: | ---: | ---: | ---: |
| Employee benefit services | ​ | $34,408 ​ | $33,215 ​ | $99,410 ​ | $97,031 ​ |
| Insurance services | ​ | 14,137 ​ | 13,652 ​ | 41,726 ​ | 38,068 ​ |
| Wealth management services | ​ | ​ 8,946 ​ | ​ 8,892 ​ | ​ 27,491 ​ | ​ 26,793 ​ |
| Deposit service charges and fees | ​ | 8,316 ​ | 8,159 ​ | 24,009 ​ | 23,233 ​ |
| Debit interchange and ATM fees | ​ | 6,874 ​ | 6,757 ​ | 20,006 ​ | 20,105 ​ |
| Mortgage banking | ​ | ​ 1,180 ​ | ​ 1,055 ​ | ​ 3,150 ​ | ​ 3,675 ​ |
| Other banking revenues | ​ | 4,790 ​ | 4,621 ​ | 13,159 ​ | 11,470 ​ |
| Loss on sales of investment securities | ​ | 0 ​ | ​ (255) ​ | ​ 0 ​ | ​ (487) ​ |
| Unrealized gain on equity securities | ​ | 236 ​ | 101 ​ | 480 ​ | 984 ​ |
| Total noninterest revenues | ​ | $78,887 ​ | $76,197 ​ | $229,431 ​ | $220,872 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Noninterest revenues/total revenues | ​ | 38.1% | ​ 40.3% | ​ 38.1% | ​ 40.2% |
| Operating noninterest revenues/operating revenues (FTE basis) (non-GAAP) (1) | ​ | ​ 37.9% | ​ 40.2% | ​ 37.9% | ​ 39.9% |

(1) Operating noninterest revenues, a non-GAAP measure, excludes loss on sales of investment securities and unrealized gain on equity securities from total noninterest revenues. Operating revenues, a non-GAAP measure, is defined as net interest income on a FTE basis plus noninterest revenues, excluding loss on sales of investment securities and unrealized gain on equity securities. See Table 14 for Reconciliation of GAAP to Non-GAAP Measures.

As displayed in Table 4, noninterest revenues totaled $78.9 million for the third quarter of 2025 and $229.4 million for the first nine months of 2025. This represents an increase of $2.7 million, or 3.5%, for the quarter and an increase of $8.6 million, or 3.9%, for the YTD period in comparison to the equivalent 2024 periods. Noninterest revenues for the third quarter and YTD periods of 2024 include a $1.0 million unrealized gain on equity securities associated with the conversion of certain Visa Class B shares to Visa Class C shares. Operating noninterest revenues, a non-GAAP measure as defined in the table above, totaled $78.7 million for the third quarter of 2025, an increase of $2.3 million, or 3.0%, from the prior year’s third quarter and totaled $229.0 million for the first nine months of 2025, an increase of $8.6 million, or 3.9%, from the first nine months of 2024.

Employee benefit services revenues increased $1.2 million, or 3.6%, and $2.4 million, or 2.5%, for the three and nine months ended September 30, 2025, respectively, as compared to the equivalent prior year periods, driven by revenue growth in the recordkeeping and third-party administration services business line due in part to revenue growth from acquisitions.

Insurance services revenues increased $0.5 million, or 3.6%, and $3.7 million, or 9.6%, for the third quarter and YTD periods, respectively, primarily due to revenue growth from acquisitions and an increase in contingent commissions.

Wealth management services revenues were consistent for the third quarter of 2025 and increased $0.7 million, or 2.6%, for September 2025 YTD as compared to the same time periods of 2024, reflective of generally favorable market conditions.

Banking noninterest revenues increased $0.6 million, or 2.8%, between the third quarter of 2024 and 2025 and increased $1.8 million, or 3.1%, between the first nine months of 2024 and 2025. The growth between both periods was driven by increases in other banking revenues (an increase of $0.2 million for the quarter and $1.7 million YTD) and deposit service charges and fees (an increase of $0.2 million for the quarter and $0.8 million YTD). Mortgage banking revenues increased $0.1 million for the quarter and decreased $0.5 million YTD and debit interchange and ATM fees increased $0.1 million for the quarter and decreased $0.1 million YTD. The YTD increase in other banking revenues is primarily driven by an increase in bank-owned life insurance income, while the decrease in mortgage banking revenues for the YTD period was due to the prior year including a more significant increase in the value of mortgage servicing rights.

The ratio of noninterest revenues to total revenues was 38.1% for both the third quarter of 2025 and September YTD 2025, compared to 40.3% for the prior year’s third quarter and 40.2% for September YTD 2024. The quarterly decrease was due to net interest income increasing 13.7% while noninterest revenues increased 3.5%. The YTD decrease was the result of net interest income increasing 13.4% while noninterest revenues increased 3.9%.

The ratio of operating noninterest revenues to operating revenues (FTE), a non-GAAP measure as defined in the table above, was 37.9% for the quarter and nine months ended September 30, 2025 compared to 40.2% and 39.9% for the corresponding periods of 2024. The decrease between the quarterly periods was due to an 8.1% increase in fully tax-equivalent net interest income, a non-GAAP measure, while operating noninterest revenues, a non-GAAP measure, increased 3.0%. The year-to-date decrease was a function of an 8.5% increase in fully tax-equivalent net interest income, a non-GAAP measure, while operating noninterest revenues, a non-GAAP measure, increased 3.9%.

### Noninterest Expenses

Table 5 below sets forth the quarterly and YTD results of the major noninterest expense categories for the current and prior year, as well as efficiency ratios (defined below), a standard measure of expense utilization effectiveness commonly used in the banking industry.

### Table 5: Noninterest Expenses

| ​ ​ ​ (000's omitted) | ​ ​ ​ | ​ ​ ​ Three Months Ended September 30, 2025 | ​ ​ ​ ​ ​ 2024 ​ | ​ ​ ​ Nine Months Ended September 30, 2025 | ​ ​ ​ 2024 ​ |
| --- | --- | ---: | ---: | ---: | ---: |
| Salaries and employee benefits |  | $76,532 | $78,022 ​ | $231,995 ​ | $224,532 ​ |
| Data processing and communications | ​ | 19,119 ​ | 15,894 ​ | 51,940 ​ | 45,516 ​ |
| Occupancy and equipment | ​ | 11,419 ​ | 10,586 ​ | 35,603 ​ | 32,663 ​ |
| Business development and marketing | ​ | 4,585 ​ | 4,365 ​ | 11,716 ​ | 11,549 ​ |
| Legal and professional fees | ​ | 4,469 ​ | 3,723 ​ | 13,686 ​ | 11,523 ​ |
| Amortization of intangible assets | ​ | 3,258 ​ | 3,369 ​ | 10,109 ​ | 10,822 ​ |
| Litigation accrual | ​ | ​ 0 ​ | ​ 102 ​ | ​ (50) ​ | ​ 221 ​ |
| Acquisition expenses | ​ | ​ 747 ​ | ​ 66 ​ | ​ 815 ​ | ​ 205 ​ |
| Acquisition-related contingent consideration adjustments | ​ | ​ 0 ​ | ​ (156) ​ | ​ 0 ​ | ​ (156) ​ |
| Restructuring expenses | ​ | ​ 0 ​ | ​ 0 ​ | ​ 1,525 ​ | ​ 0 ​ |
| Other | ​ | 8,190 ​ | 8,232 ​ | 25,372 ​ | 24,411 ​ |
| Total noninterest expenses | ​ | $128,319 ​ | $124,203 ​ | $382,711 ​ | $361,286 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Noninterest expenses/average assets | ​ | ​ 3.04% | ​ 3.08% | ​ 3.08% | ​ 3.04% |
| Operating noninterest expenses(1) /average assets (non-GAAP) | ​ | 2.94% | 2.99% | 2.98% | 2.95% |
| Efficiency ratio (GAAP) | ​ | ​ 62.0% | ​ 65.7% | ​ 63.5% | ​ 65.7% |
| Operating efficiency ratio (non-GAAP)(2) | ​ | 59.9% | 63.6% | 61.2% | 63.4% |

(1) Operating noninterest expenses, a non-GAAP measure, is calculated as total noninterest expenses less litigation accrual, acquisition expenses, acquisition-related contingent consideration adjustments, restructuring expenses and amortization of intangible assets. See Table 14 for Reconciliation of GAAP to Non-GAAP Measures.

(2) Operating efficiency ratio, a non-GAAP measure, is calculated as operating noninterest expenses as defined in footnote (1) above divided by net interest income on a fully tax-equivalent basis plus noninterest revenues excluding loss on sales of investment securities and unrealized gain on equity securities. See Table 14 for Reconciliation of GAAP to Non-GAAP Measures.

As shown in Table 5, the Company recorded noninterest expenses of $128.3 million and $382.7 million for the third quarter and YTD periods of 2025, respectively, representing an increase of $4.1 million, or 3.3%, and an increase of $21.4 million, or 5.9%, from the prior year periods, respectively. The change for the third quarter was primarily attributable to an increase in data processing and communications ($3.2 million), while salaries and employee benefits decreased $1.5 million. The change for the YTD period was primarily attributable to an increase in salaries and employee benefits ($7.5 million), as well as data processing and communications ($6.4 million). The remaining change to noninterest expenses is attributable to occupancy and equipment (an increase of $0.8 million for the quarter and $2.9 million YTD), business development and marketing (an increase of $0.2 million for the quarter and YTD), legal and professional fees (an increase of $0.7 million for the quarter and $2.1 million YTD), amortization of intangible assets (a decrease of $0.1 million for the quarter and $0.7 million YTD), litigation accrual (a decrease of $0.1 million for the quarter and $0.3 million YTD), acquisition expenses (an increase of $0.7 million for the quarter and $0.6 million YTD), acquisition-related contingent consideration adjustments (an increase of $0.2 million for the quarter and YTD), restructuring expenses (consistent for the quarter and an increase of $1.5 million YTD) and other expenses (consistent for the quarter and an increase of $1.0 million YTD).

The decrease in salaries and benefits expense for the quarter was driven by lower employee medical costs that reflected rebates received and a decrease in performance-based incentive compensation expense for certain business units. The increases in salaries and benefits expense for the YTD period were driven by merit and market-related increases in employee wages and select staff additions. Data processing increases were reflective of the Company’s continued investment in key technologies, including artificial intelligence applications, customer payment fraud and cybersecurity risk management software, credit administration software and other workflow modernization initiatives as well as a $1.4 million consulting expense in connection with a contract renegotiation with its core system provider which is expected to result in lower future core system costs. Increases in occupancy and equipment expenses were primarily due to higher property maintenance costs along with incremental expenses associated with the Bank’s de novo branches opened between the periods. The Company also recorded $1.5 million in costs in the second quarter of 2025 that related to severance payments accrued for a workforce optimization plan due to planned branch consolidations and other consumer banking operational initiatives.

The Company’s efficiency ratio was 62.0% for the third quarter of 2025, 3.7 percentage points favorable to the comparable quarter of 2024. This resulted from total revenues increasing 9.6%, primarily due to higher net interest income, while total noninterest expenses increased 3.3% due to the factors noted above. The efficiency ratio of 63.5% for September YTD 2025 was 2.2 percentage points favorable to the 65.7% efficiency ratio for September YTD 2024. The improvement in the efficiency ratio between the comparable YTD periods was the result of total revenues increasing 9.6% primarily due to increases in net interest income, while total noninterest expenses increased 5.9% due to the factors noted above.

The Company’s operating efficiency ratio, a non-GAAP measure as defined in the table above, was 59.9% for the third quarter, 3.7 percentage points favorable to the comparable quarter of 2024. This resulted from operating revenues (FTE), a non-GAAP measure as described above, increasing 9.3% while operating noninterest expenses, a non-GAAP measure as described above, increased 2.9%. The Company’s operating efficiency ratio, a non-GAAP measure as defined in the table above, of 61.5% for the first nine months of 2025 was 1.9 percentage points favorable compared to the first nine months of 2024 due to operating revenues (FTE), a non-GAAP measure as described above, increasing by 9.5% while operating noninterest expenses, a non-GAAP measure as described above, increased 6.2%.

Annualized current quarter noninterest expenses as a percentage of average assets decreased 0.04 percentage points versus the third quarter of the prior year as noninterest expenses increased 3.0% while average assets increased 4.3%. On a YTD basis, annualized noninterest expenses as a percentage of average assets increased 0.04 percentage points as noninterest expenses increased 6.2% while average assets increased 4.5%. Noninterest expenses increased between both periods due to the factors noted above and average assets increased between both periods primarily due to interest-earning asset growth.

Annualized current quarter operating noninterest expenses, a non-GAAP measure as defined in the table above, as a percentage of average assets decreased 0.05 percentage points versus the third quarter of the prior year as noninterest expenses increased 2.9% while average assets increased 4.3%. On a YTD basis, annualized noninterest expenses as a percentage of average assets increased 0.05 percentage points as noninterest expenses increased 6.0% while average assets increased 4.5%. Noninterest expenses increased between both periods due to the factors noted above and average assets increased between both periods primarily due to interest-earning asset growth.

### Income Taxes

The third quarter and YTD 2025 effective income tax rates were 24.7% and 23.3%, respectively, as compared to 23.0% and 22.9% for the comparable periods of 2024. The increases in the third quarter and YTD 2025 effective income tax rates are primarily attributable to an increase in certain state income taxes. The Company recorded a $0.1 million and $0.7 million income tax benefit associated with stock-based compensation for the third quarter and YTD 2025, respectively. The Company recorded a $0.2 million tax expense associated with stock-based compensation for YTD 2024, while the tax benefit associated with stock-based compensation was immaterial for the third quarter of 2024. The third quarter and YTD 2025 tax expense associated with the amortization of income tax credit investments was $2.9 million and $6.2 million, respectively, as compared to $0.3 million and $0.9 million for the comparable periods of 2024. The effective tax rates adjusted to exclude the income tax impact of stock-based compensation and amortization of income tax credit investments for the third quarter and YTD 2025 were 20.8% and 20.6%, respectively, as compared to 22.6% and 22.3% for the comparable periods of 2024, due to an increase in federal income tax credits associated with the Company’s investment in tax credits generated by a solar energy producing company.

### Investment Securities

The carrying value of investment securities (including unrealized gains and losses) was $4.38 billion at the end of the third quarter, an increase of $162.1 million, or 3.8%, from December 31, 2024 and an increase of $93.0 million, or 2.2%, from September 30, 2024. The book value of investment securities (excluding unrealized gains and losses) of $4.68 billion at the end of the third quarter increased $53.6 million, or 1.2%, from December 31, 2024 and increased $73.1 million, or 1.6%, from September 30, 2024, driven by U.S. government agency mortgage-backed securities purchases. During the first nine months of 2025, the Company purchased $92.8 million of government agency mortgage-backed securities with an average yield of 5.42%, which the Company classified as held-to-maturity. These additions were offset by $57.2 million of investment maturities, calls and principal payments during the first nine months of 2025. Additionally, there was $28.6 million of net accretion on investment securities during the first nine months of 2025. The effective duration of the investment securities portfolio was 5.6 years at the end of the third quarter of 2025, as compared to 6.2 years at the end of 2024 and 6.4 years at the end of the third quarter of 2024.

The change in the carrying value of investment securities is also impacted by the amount of net unrealized gains or losses. At September 30, 2025, the investment portfolio (excluding held-to-maturity investment securities) had a $296.0 million net unrealized loss, a $108.6 million decrease from the $404.6 million net unrealized loss at December 31, 2024 and a $19.9 million decrease from the $315.9 million net unrealized loss at September 30, 2024. These decreases were principally driven by the general downward movements in medium to long-term interest rates, as well as the volume and rates associated with the securities maturities that occurred during the past 12 months.

The following table sets forth the carrying value of the Company’s investment securities portfolio:

### Table 6: Investment Securities

| ​ ​ (000's omitted) Available-for-Sale Portfolio: | ​ ​ | ​ ​ September 30, 2025 ​ | ​ ​ ​ | ​ ​ December 31, 2024 ​ | ​ ​ ​ ​ | ​ ​ September 30, 2024 ​ ​ |
| --- | --- | --- | --- | --- | --- | --- |
| U.S. Treasury and agency securities | ​ | $2,177,910 | ​ | $2,083,786 | ​ | $2,142,622 |
| Obligations of state and political subdivisions | ​ | 385,441 | ​ | 386,495 | ​ | ​ 401,952 |
| Government agency mortgage-backed securities | ​ | 286,249 | ​ | 301,224 | ​ | ​ 326,509 |
| Government agency collateralized mortgage obligations | ​ | 4,837 | ​ | 6,512 | ​ | ​ 7,673 |
| Corporate debt securities | ​ | 4,875 | ​ | 7,697 | ​ | ​ 7,187 |
| Total available-for-sale portfolio | ​ | ​ 2,859,312 | ​ | 2,785,714 | ​ | ​ 2,885,943 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Held-to-Maturity Portfolio: | ​ | ​ | ​ | ​ | ​ | ​ ​ |
| U.S. Treasury and agency securities | ​ | ​ 1,160,978 | ​ | ​ 1,138,743 | ​ | ​ 1,131,278 |
| Government agency mortgage-backed securities | ​ | ​ 281,330 | ​ | ​ 206,412 | ​ | ​ 187,772 |
| Total held-to-maturity portfolio | ​ | ​ 1,442,308 | ​ | ​ 1,345,155 | ​ | ​ 1,319,050 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Equity and Other Securities: | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Equity securities without readily determinable fair value | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Federal Home Loan Bank common stock | ​ | 36,907 | ​ | 45,408 | ​ | ​ 40,717 |
| Federal Reserve Bank common stock | ​ | 33,331 | ​ | 33,442 | ​ | ​ 33,442 |
| Other equity securities without readily determinable fair value | ​ | ​ 5,801 | ​ | ​ 6,313 | ​ | ​ 6,293 |
| Total equity securities without readily determinable fair value | ​ | ​ 76,039 | ​ | ​ 85,163 | ​ | ​ 80,452 |
| Equity securities with readily determinable fair value | ​ | 2,905 | ​ | ​ 2,354 | ​ | ​ 2,106 |
| Total equity and other securities | ​ | ​ 78,944 | ​ | 87,517 | ​ | ​ 82,558 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Total investment securities | ​ | $4,380,564 | ​ | $4,218,386 | ​ | $4,287,551 |

### Loans

Loans ended the third quarter at $10.75 billion, $317.9 million, or 3.0%, higher than December 31, 2024 and $498.6 million, or 4.9%, higher than September 30, 2024 ending loans.

Mortgages on commercial property combined with general-purpose business lending to commercial, industrial, non-profit and governmental customers and vehicle dealer floor plan financing is characterized as the Company’s business lending activity. The business lending portfolio increased $272.2 million, or 6.2%, from September 30, 2024, and $158.7 million, or 3.5%, from December 31, 2024, driven by organic growth over both periods. As compared to December 31, 2024, multifamily increased $170.9 million, or 23.6% and business non-real estate loans, including commercial and industrial lending, increased $95.6 million, or 8.4%, while non-owner occupied CRE decreased $103.4 million, or 5.8%, and owner-occupied CRE decreased $4.4 million, or 0.5%. The change from December 31, 2024 includes $52.6 million of construction loans that were reclassified from non-owner occupied to multifamily during the third quarter of 2025. While certain macroeconomic concerns persist related to non-owner occupied and multifamily CRE, the Company’s exposure to these portfolios is diverse both geographically and by industry type, and remains relatively low at 15% of total assets and 24% of total loans. CRE lending represents 73.5% of the total business lending portfolio at September 30, 2025, compared to 74.7% at December 31, 2024 and 75.1% at September 30, 2024. Other commercial and industrial lending represents the remaining 26.5% of total business lending at September 30, 2025, compared to 25.3% at December 31, 2024 and 24.9% at September 30, 2024. The Company’s largest non-owner occupied CRE lending concentration by property type is multifamily at 26.1% of total CRE lending, followed by office and commercial construction, at 10.4% and 9.4%, respectively. The Company’s largest owner-occupied lending concentration by industry is retail trade at 8.2% of total CRE lending, followed by real estate rental and leasing and arts, entertainment and recreation that comprise 2.6% and 2.4%, respectively, of total CRE lending. These levels demonstrate the Company’s diversity in the lending portfolio, as there are no significant industry or geographic concentrations, no metropolitan statistical area (“MSA”) accounting for more than 14% of the CRE portfolio and a very low level of CRE lending being conducted in major metropolitan areas. See Table 7 below for concentrations of CRE lending by borrower type and Table 8 below for concentrations of CRE by property location.

The business loan balance increases are reflective of continued high demand for multi-family housing, expansion of internal resources and proactive business development and pricing in the Company’s market areas, as well as the Company’s strong liquidity profile relative to competitors that creates opportunities to gain market share. The Company strives to generate growth in its business portfolio in a manner that adheres to its goals of maintaining strong credit quality and producing profitable margins. The Company continues to invest in additional personnel, technology and business development resources to further strengthen its capabilities in this important product category. To assist business lending customers in managing their interest rate risk, the Company enters into interest rate swaps which have associated interest rate and credit risk; for additional detail on the Company’s use of interest rate swaps, see Note K beginning on page 32 of this Form 10-Q.

The following table presents the concentration by borrower type of the Company’s CRE loan balances as of September 30, 2025 and December 31, 2024:

### Table 7: Concentrations of CRE Lending by Borrower Type

*(000’s omitted, except percentages)*

| ​ ​ ​ Multifamily and non-owner occupied CRE by property type: | ​ ​ ​ ​ | ​ ​ September 30, 2025 Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total ​ | ​ ​ December 31, 2024 Amortized Cost ​ ​ | ​ ​ ​ | ​ ​ ​ Percentage of ​ Total ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | --- | ---: |
| Multifamily | ​ | $894,990 |  | 26.1% | $724,114 | ​ | 21.5% |
| Office | ​ | 357,025 |  | 10.4% | ​ 368,387 | ​ | 11.0% |
| Commercial Construction | ​ | 321,076 |  | 9.4% | ​ 395,482 | ​ | 11.7% |
| Lodging | ​ | 316,664 |  | 9.2% | ​ 336,221 | ​ | 10.0% |
| Retail | ​ | 265,538 |  | 7.7% | ​ 256,351 | ​ | 7.6% |
| Other Lessors of CRE | ​ | 181,929 |  | 5.3% | ​ 200,215 | ​ | 6.0% |
| Warehouse/Industrial | ​ | 164,516 |  | 4.8% | ​ 149,722 | ​ | 4.5% |
| Nursing/Assisted Living | ​ | 52,989 |  | 1.5% | ​ 56,159 | ​ | 1.7% |
| Residential Construction | ​ | 3,246 |  | 0.1% | ​ 4,278 | ​ | 0.1% |
| All Other | ​ | 8,716 |  | 0.4% | ​ 8,284 | ​ | 0.2% |
| Total multifamily and non-owner occupied CRE | ​ | 2,566,689 |  | 74.9% | ​ 2,499,213 | ​ | 74.3% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Owner-occupied CRE by industry: | ​ |  |  | ​ | ​ ​ | ​ | ​ |
| Retail Trade | ​ | 282,436 |  | 8.2% | ​ 293,208 | ​ | 8.7% |
| Real Estate Rental and Leasing | ​ | 88,589 | ​ | 2.6% | ​ 81,802 | ​ | 2.4% |
| Arts, Entertainment and Recreation | ​ | ​ 82,976 | ​ | 2.4% | ​ 87,709 | ​ | 2.6% |
| Health Care and Social Assistance | ​ | 80,770 |  | 2.4% | ​ 85,151 | ​ | 2.5% |
| Other Services | ​ | 79,167 | ​ | 2.3% | ​ 81,688 | ​ | 2.4% |
| Manufacturing | ​ | 53,111 |  | 1.5% | ​ 49,558 | ​ | 1.5% |
| Agriculture and Forestry | ​ | ​ 51,137 |  | 1.5% | ​ 51,602 | ​ | 1.5% |
| Accommodation and Food Services | ​ | 41,495 |  | 1.2% | ​ 39,385 | ​ | 1.2% |
| Wholesale Trade | ​ | 22,574 |  | 0.7% | ​ 25,312 | ​ | 0.8% |
| Construction | ​ | 18,911 |  | 0.6% | ​ 16,791 | ​ | 0.5% |
| Transportation and Warehousing | ​ | 10,989 |  | 0.3% | ​ 11,547 | ​ | 0.3% |
| Professional, Scientific and Technical Services | ​ | 9,449 |  | 0.3% | ​ 7,603 | ​ | 0.2% |
| Educational Services | ​ | 4,117 |  | 0.1% | ​ 4,618 | ​ | 0.1% |
| All Other | ​ | 34,678 |  | 1.0% | ​ 28,809 | ​ | 1.0% |
| Total owner occupied CRE | ​ | 860,399 |  | 25.1% | ​ 864,783 | ​ | 25.7% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Total CRE | ​ | $3,427,088 |  | 100.0% | $3,363,996 | ​ | 100.0% |

The following table presents the geographic concentrations of the Company’s CRE loan balances by property location (MSA) as of September 30, 2025 and December 31, 2024:

### Table 8: Concentrations of CRE by Property Location

*(000’s omitted, except percentages)*

| ​ September 30, 2025 MSA: | ​ ​ ​ ​ | ​ ​ Multifamily CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ | ​ ​ Owner occupied CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ | ​ ​ Non-owner occupied CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ | ​ ​ Total CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ |
| --- | --- | --- | --- | ---: | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: |
| Albany-Schenectady-Troy, NY | ​ | $98,378 |  | 2.9% | $101,087 |  | 2.9% | $249,467 |  | 7.3% | $448,932 |  | 13.1% |
| Burlington-South Burlington, VT | ​ | ​ 208,300 |  | 6.1% | 34,613 |  | 1.0% | 136,640 |  | 4.0% | 379,553 |  | 11.1% |
| Buffalo-Cheektowaga, NY |  | ​ 103,104 |  | 3.0% | 57,584 |  | 1.7% | 141,184 |  | 4.1% | 301,872 |  | 8.8% |
| Rochester, NY |  | ​ 37,174 | ​ | 1.1% | ​ 100,718 | ​ | 2.9% | ​ 145,636 | ​ | 4.2% | ​ 283,528 | ​ | 8.2% |
| Syracuse, NY |  | ​ 12,399 |  | 0.4% | 81,487 |  | 2.4% | 134,191 |  | 3.9% | 228,077 |  | 6.7% |
| Scranton Wilkes-Barre, PA |  | ​ 64,078 |  | 1.9% | 62,752 |  | 1.8% | 98,987 |  | 2.9% | 225,817 |  | 6.6% |
| Utica-Rome, NY |  | ​ 54,089 |  | 1.6% | 42,862 |  | 1.3% | 54,356 |  | 1.6% | 151,307 |  | 4.5% |
| Glens Falls, NY |  | ​ 43,369 | ​ | 1.3% | ​ 3,615 | ​ | 0.1% | ​ 20,072 | ​ | 0.6% | ​ 67,056 | ​ | 2.0% |
| All Other MSA - NY(1)(2) |  | ​ 72,721 |  | 2.1% | 64,751 |  | 1.9% | 88,696 |  | 2.6% | 226,168 |  | 6.6% |
| All Other MSA - PA(1)(2) |  | ​ 17,035 |  | 0.5% | 63,426 |  | 1.9% | 146,120 |  | 4.3% | 226,581 |  | 6.7% |
| All Other MSA(1) |  | ​ 92,210 |  | 2.7% | 41,223 |  | 1.2% | 221,807 |  | 6.5% | 355,240 |  | 10.4% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Non-MSAs: |  | ​ ​ |  | ​ | ​ ​ |  |  | ​ ​ |  |  | ​ ​ |  | ​ |
| NY |  | ​ 50,830 |  | 1.5% | 159,072 |  | 4.6% | 184,194 |  | 5.4% | 394,096 |  | 11.5% |
| All Other Non-MSA |  | ​ 41,303 |  | 1.0% | 47,209 |  | 1.4% | 50,349 |  | 1.4% | 138,861 |  | 3.8% |
| Total | ​ | $894,990 |  | 26.1% | $860,399 |  | 25.1% | $1,671,699 |  | 48.8% | $3,427,088 |  | 100.0% |

*(000’s omitted, except percentages)*

| ​ December 31, 2024 MSA: | ​ ​ ​ ​ | ​ ​ Multifamily CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ | ​ ​ Owner occupied CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ | ​ ​ Non-owner occupied CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ | ​ ​ Total CRE Amortized Cost ​ | ​ ​ ​ | ​ ​ ​ Percentage of Total CRE ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: | --- | --- | ---: |
| Albany-Schenectady-Troy, NY | ​ | $104,274 | ​ | 3.1% | $104,162 | ​ | 3.1% | $250,019 | ​ | 7.4% | $458,455 | ​ | 13.6% |
| Burlington-South Burlington, VT | ​ | ​ 172,602 | ​ | 5.1% | ​ 38,500 | ​ | 1.1% | ​ 153,102 | ​ | 4.6% | ​ 364,204 | ​ | 10.8% |
| Rochester, NY |  | ​ 30,391 |  | 0.9% | ​ 101,207 |  | 3.0% | ​ 144,261 |  | 4.3% | ​ 275,859 |  | 8.2% |
| Buffalo-Cheektowaga, NY |  | ​ 37,587 |  | 1.1% | ​ 59,919 |  | 1.8% | ​ 172,484 |  | 5.1% | ​ 269,990 |  | 8.0% |
| Syracuse, NY |  | ​ 12,372 |  | 0.4% | ​ 71,519 |  | 2.1% | ​ 145,796 |  | 4.3% | ​ 229,687 |  | 6.8% |
| Scranton Wilkes-Barre, PA |  | ​ 61,857 |  | 1.8% | ​ 60,603 |  | 1.8% | ​ 101,573 |  | 3.0% | ​ 224,033 |  | 6.6% |
| Utica-Rome, NY |  | ​ 39,294 |  | 1.2% | ​ 35,885 |  | 1.1% | ​ 63,696 |  | 1.9% | ​ 138,875 |  | 4.2% |
| Ithaca, NY |  | ​ 30,966 |  | 0.9% | ​ 12,132 |  | 0.4% | ​ 23,481 |  | 0.7% | ​ 66,579 |  | 2.0% |
| All Other MSA - NY(1)(2) |  | ​ 87,605 |  | 2.6% | ​ 60,698 |  | 1.8% | ​ 107,881 |  | 3.2% | ​ 256,184 |  | 7.6% |
| All Other MSA - PA(1)(2) |  | ​ 17,017 |  | 0.5% | ​ 63,142 |  | 1.9% | ​ 97,908 |  | 2.9% | ​ 178,067 |  | 5.3% |
| All Other MSA(1) |  | ​ 50,505 |  | 1.5% | ​ 43,928 |  | 1.3% | ​ 249,527 |  | 7.4% | ​ 343,960 |  | 10.2% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Non-MSAs: |  | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| NY |  | ​ 53,690 |  | 1.6% | ​ 161,967 |  | 4.8% | ​ 198,312 |  | 5.9% | ​ 413,969 |  | 12.3% |
| All Other Non-MSA |  | ​ 25,954 |  | 0.8% | ​ 51,121 |  | 1.5% | ​ 67,059 |  | 2.1% | ​ 144,134 |  | 4.4% |
| Total | ​ | $724,114 | ​ | 21.5% | $864,783 |  | 25.7% | $1,775,099 | ​ | 52.8% | $3,363,996 |  | 100.0% |

(1) The MSAs within these captions are individually less than 2% of total CRE exposure.

(2) The MSAs within these captions include certain counties in adjacent states with a high degree of economic and social integration with the respective core city in New York or Pennsylvania.

Consumer mortgages increased $117.0 million, or 3.4%, from one year ago and increased $54.5 million, or 1.6%, from December 31, 2024, with the increases over both periods representing organic growth, including the impact of certain secondary market sales of new volume production. The Company sold $32.6 million and $66.7 million of consumer mortgage production during the three and nine months ended 2025, respectively. Over the past year, the Company produced organic growth in the consumer mortgage segment due to the Company’s competitive product offerings, recruitment of additional mortgage loan originators and proactive business development efforts, while also benefitting from the comparatively stable housing market conditions in the Company’s primary markets relative to the national environment. Home equity loans increased $50.0 million, or 10.8%, from one year ago and increased $33.5 million, or 7.0%, from December 31, 2024, in part a result of competitive pricing and lower levels of payoffs and paydowns related to consumer mortgage refinancing in a relatively high interest rate environment.

Consumer installment loans, both those originated directly in the branches and online (referred to as “consumer direct”) and indirectly in automobile, marine and recreational vehicle dealerships (referred to as “consumer indirect”), increased $59.4 million, or 3.0%, from one year ago, and increased $71.2 million, or 3.6%, from December 31, 2024. The moderate increases were primarily due to increasingly competitive market conditions as certain competitors increased their activities, making growth in market share and expansion of the dealer network more challenging. The Company is focused on maintaining a profitable in-market and contiguous market indirect portfolio by providing competitive market offerings to its customers and pursuing the expansion of its dealer network. These loans have historically provided attractive returns, and the Company strives to grow these key portfolios despite the strong competition from the financing subsidiaries of vehicle manufacturers and other financial intermediaries

### Asset Quality

The following table sets forth the allocation of the allowance for credit losses by loan category as of the end of the periods indicated, as well as the proportional share of each category’s loan balance to total loans. This allocation is based on management’s assessment, as of a given point in time, of the risk characteristics of each of the component parts of the total loan portfolio and is subject to change when the risk factors of each component part change. The allocation is not indicative of the specific amount of future net charge-offs that is expected to be incurred in each of the loan categories, nor should it be taken as an indicator of future loss trends. The allocation of the allowance to each category does not restrict the use of the allowance to absorb losses in any category. As shown in Table 9, total allowance for credit losses at the end of the third quarter was $84.9 million, an increase of $8.8 million, or 11.5%, from one year earlier and an increase of $5.8 million, or 7.4%, from the end of 2024.

### Table 9: Allowance for Credit Losses by Loan Type

| ​ ​ (000’s omitted except for ratios) | ​ ​ | ​ ​ September 30, 2025 Allowance for Credit Losses | ​ | ​ ​ Percent of Total Loan Balances | ​ ​ December 31, 2024 Allowance for Credit Losses | ​ | ​ ​ Percent of Total Loan Balances | ​ ​ September 30, 2024 Allowance for Credit Losses | ​ | ​ ​ Percent of Total Loan Balances ​ |
| --- | --- | ---: | --- | ---: | ---: | --- | ---: | ---: | --- | ---: |
| Business lending | ​ | $43,912 | ​ | 43.4% | $37,201 | ​ | 43.2% | $33,749 | ​ | 42.8% |
| Consumer mortgage | ​ | 14,057 |  | 33.0% | 15,017 |  | 33.5% | 14,794 |  | 33.4% |
| Consumer indirect | ​ | 20,320 |  | 17.1% | 20,895 |  | 16.9% | 21,086 |  | 17.4% |
| Consumer direct | ​ | 4,129 |  | 1.8% | 3,453 |  | 1.8% | 3,972 |  | 1.9% |
| Home equity | ​ | 1,526 |  | 4.7% | 1,548 |  | 4.6% | 1,566 |  | 4.5% |
| Unallocated | ​ | ​ 1,000 | ​ | 0.0% | ​ 1,000 | ​ | 0.0% | ​ 1,000 | ​ | 0.0% |
| Total | ​ | $84,944 |  | 100.0% | $79,114 |  | 100.0% | $76,167 |  | 100.0% |

As demonstrated in Table 9, the consumer direct, consumer indirect and the business lending portfolios carry higher credit risk than the consumer mortgage and home equity portfolios; therefore, the Company allocates a higher proportional allowance to these portfolios. The unallocated allowance is maintained for potential losses not captured in the specific allowance categories due to model imprecision. The unallocated allowance of $1.0 million at September 30, 2025 was consistent with December 31, 2024 and September 30, 2024.

Allowance for credit losses and loan net charge-off ratios are as follows:

### Table 10: Loan Ratios

| ​ ​ ​ | ​ September 30, 2025 | ​ ​ ​ | ​ December 31, 2024 | ​ ​ ​ | ​ September 30, 2024 | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Allowance for credit losses/total loans |  | 0.79% |  | 0.76% |  | 0.74% |
| Allowance for credit losses/nonperforming loans |  | 152% |  | 108% |  | 121% |
| Nonaccrual loans/total loans |  | 0.46% |  | 0.64% |  | 0.58% |
| Allowance for credit losses/nonaccrual loans |  | 172% |  | 119% |  | 129% |
| Net charge-offs (annualized) to average loans outstanding (quarterly): | ​ | ​ ​ |  | ​ ​ |  | ​ ​ |
| Business lending | ​ | 0.03% |  | 0.13% |  | 0.08% |
| Consumer mortgage | ​ | 0.00% | ​ | 0.00% | ​ | 0.02% |
| Consumer indirect | ​ | 0.33% | ​ | 0.31% | ​ | 0.27% |
| Consumer direct | ​ | 0.97% | ​ | 0.68% | ​ | 0.92% |
| Home equity | ​ | 0.07% | ​ | 0.03% | ​ | 0.05% |
| Total loans | ​ | 0.09% | ​ | 0.12% | ​ | 0.11% |

Net charge-offs during the third quarter of 2025 were $2.5 million, a decrease of $0.3 million compared to the third quarter of 2024. The business lending and consumer mortgage portfolios experienced lower net charge-off levels compared with the third quarter of 2024 while the consumer installment and home equity portfolios were above prior year levels. The total net charge-off ratio (net charge-offs annualized as a percentage of average loans outstanding for the quarter) for the third quarter was 0.09%, 3 basis points lower than the ratio for the fourth quarter of 2024 and 2 basis points lower than the ratio for the third quarter of 2024. The net charge-off ratios for the third quarter of 2025 for the business lending and consumer mortgage portfolios were below the Company’s average for the trailing eight quarters, while the net charge-off ratio for the consumer installment and home equity portfolios were above the Company’s average for the trailing eight quarters.

Other real estate owned (“OREO”) at September 30, 2025 was $7.9 million. This compares to $2.8 million at December 31, 2024 and $2.3 million at September 30, 2024. At September 30, 2025, OREO consisted of 40 residential properties with a total value of $2.5 million and one commercial lending relationship consisting of multiple properties with an aggregate value of $5.4 million. This compares to 44 residential properties with a total value of $2.8 million and no commercial properties at December 31, 2024, and 34 residential properties with a total value of $2.3 million at September 30, 2024. The increase in OREO over the last twelve months was primarily driven by commercial OREO related to a non-owner occupied CRE loan that was charged off in the second quarter of 2025, while the increase in residential OREO is related to the Company working through a backlog of residential foreclosures that arose due to pandemic-related moratoriums that have since been lifted.

Approximately 38% of the nonperforming loans at September 30, 2025 were related to the business lending portfolio, which is comprised of business loans broadly diversified by industry, geography and property type. Of the nonperforming loans in the business lending portfolio, other commercial and industrial loans represents 60% of the balance, owner-occupied CRE represents 33% of the balance and non-owner occupied CRE represents 7% of the balance. There were no nonperforming multifamily loans at September 30, 2025. Nonperforming business loans decreased 43 basis points as compared to December 31, 2024 and decreased 23 basis points as compared to September 30, 2024. The decrease in nonperforming business loans as compared to December 31, 2024 is primarily related to the charge-off of one non-owner occupied CRE loan relationship previously mentioned and the substantial repayment of one multifamily CRE nonperforming loan relationship.

Approximately 56% of nonperforming loans at September 30, 2025 were comprised of consumer mortgages. Collateral values of residential properties within most of the Company’s market areas have generally remained stable or increased over the past several years. Inflation rates have trended lower and become more stable, and the unemployment rate remains low; this has contributed to the credit performance in the consumer mortgage loan portfolio remaining favorable. The remaining 6% of nonperforming loans relate to consumer installment and home equity loans, with home equity nonperforming loan levels being driven by the same factors that were identified for consumer mortgages. The allowance for credit losses to nonperforming loans ratio, a general measure of coverage adequacy, was 152% at the end of the third quarter, as compared to 108% at year-end 2024 and 121% at September 30, 2024. The increase in this ratio versus the end of 2024 and one year ago was due to the allowance for credit losses increasing proportionally more than nonperforming loan levels.

The Company’s asset quality metrics, including net charge-offs and delinquent and nonperforming loans, remain relatively favorable compared to the banking industry, reflecting the Company’s robust risk management practices and disciplined credit quality standards.

The Company’s senior management, special asset officers and business lending management review all delinquent and nonaccrual loans and OREO regularly in order to identify deteriorating situations, monitor known problem credits and discuss any needed changes to collection efforts, if warranted. Based on this analysis, a relationship may be assigned a special assets officer or other senior lending officer to meet with the borrowers, assess the collateral and recommend an action plan. This plan could include foreclosure, restructuring loans, issuing demand letters or other actions. The Company’s larger criticized credits (greater than $2.0 million exposure) are also reviewed on a quarterly basis by banking senior management, senior credit administration management, special assets officers and business lending management to monitor their status and discuss relationship management plans. Business lending management reviews the criticized business loan portfolio on a monthly basis.

Delinquent loans (defined as loans 30 days or more past due or in nonaccrual status) as a percent of total loans was 1.00% at the end of the third quarter, 24 basis points below the 1.24% at year-end 2024 and 7 basis points below the 1.07% at September 30, 2024. The business lending delinquency ratio at the end of the third quarter of 0.51% was 47 basis points below the level of 0.98% at December 31, 2024 and 23 basis points below the level of 0.74% at September 30, 2024. The changes in the delinquent loan ratios over the indicated prior periods were related to the previously mentioned charged-off and substantially repaid CRE loans. The delinquency rates for all loan portfolios decreased as compared to the levels at December 31, 2024. The delinquency rates for business lending and home equity decreased as compared to the levels at September 30, 2024, while consumer mortgage and consumer installment increased.

The Company recorded a $5.6 million provision for credit losses in the third quarter of 2025. The third quarter provision for credit losses was $2.1 million lower than the equivalent prior year period’s provision for credit losses of $7.7 million, primarily due to strong loan growth and increase in non-economic qualitative factors in the prior year quarter. The allowance for credit losses of $84.9 million as of September 30, 2025 increased $8.8 million from the level one year ago. The current quarter provision for credit losses is primarily reflective of organic loan growth and a relatively stable economic environment. The allowance for credit losses to total loans ratio was 0.79% at September 30, 2025, 3 and 5 basis points higher than the levels at December 31, 2024 and September 30, 2024, respectively. Refer to Note E: Loans and Allowance for Credit Losses in the notes to the consolidated financial statements for a discussion of management’s methodology used to estimate the allowance for credit losses.

As of September 30, 2025, the net purchase discount related to the $795.8 million of remaining non-purchased credit deteriorated (“PCD”) loan balances acquired through acquisition transactions was approximately $15.4 million, or 1.9% of that portfolio.

### Deposits

As shown in Table 11, average deposits of $13.82 billion in the third quarter were $667.8 million, or 5.1%, higher than the third quarter of 2024 and increased $341.6 million, or 2.5%, from the fourth quarter of last year. On an ending basis, total deposits increased $615.1 million, or 4.6%, from December 31, 2024 and were $580.7 million, or 4.3%, higher than one year prior. Average noninterest checking deposits as a percentage of average total deposits was 26.4% in the third quarter compared to 27.5% in the third quarter of 2024 and 26.7% in the fourth quarter of last year. Average non-maturity deposits represented 84.9% of the Company’s average deposit funding base in the third quarter of 2025 and time deposits represented 15.1% of total average deposits. In comparison, time deposits represented 15.8% of total average deposits during the third quarter of 2024 and 16.2% of total average deposits during the fourth quarter of last year. The quarterly average cost of deposits was 1.17% for the third quarter of 2025, compared to 1.23% in the third quarter of 2024, reflective of the decrease in certain deposit interest rates as a result of changing market conditions, including a general decline in market interest rates, as well as the decrease in proportion of relatively higher-cost time deposits. The Company continues to focus on expanding its deposit relationship base through its competitive product offerings, high-quality customer service and market expansion initiatives.

The Company’s deposit base is well diversified across customer segments, which as of September 30, 2025 is comprised of approximately 56% consumer, 29% business and 15% governmental, and broadly dispersed with an average consumer deposit balance per account of approximately $12,000 and average business deposit relationship of approximately $82,000, while the Company’s total average deposit balance per account is under $20,000. In addition, at the end of the quarter, 64% of the Company’s total deposit balances were in checking and predominantly low-rate savings accounts and the weighted-average age of the Company’s non-maturity deposit accounts was approximately 15 years. The total estimated amount of deposits that exceeded the $250,000 insured limit provided by the FDIC, net of collateralized and intercompany deposits, was approximately $2.58 billion at September 30, 2025. This amount is determined by adjusting the amounts reported in the Bank Call Report by intercompany deposits, which are not external customers and are therefore eliminated in consolidation, and governmental deposits whose uninsured balances are collateralized by certain pledged investment securities. The Bank Call Report estimated uninsured deposit balances at September 30, 2025, reported gross, totaled $4.74 billion, which includes intercompany account balances of $290.9 million, and collateralized deposits of $1.87 billion. Estimated insured deposits, net of collateralized and intercompany deposits, represent 82% of ending total deposits at September 30, 2025. These estimates are based on the determination of known deposit account balances of each depositor and the insurance guidelines provided by the FDIC.

Average non-governmental deposits for the third quarter of 2025 increased $352.6 million, or 3.1%, versus the fourth quarter of 2024 and increased $353.5 million, or 3.1%, versus the year-earlier period, primarily driven by higher average balances of business money market deposits, in part due to the addition of a new account containing customer funds from the BPAS subsidiary. Average reciprocal deposits for the third quarter of 2025 increased $135.4 million versus the fourth quarter of 2024 and increased $151.1 million from the third quarter of 2024, primarily driven by higher average balances in non-maturity reciprocal deposit products. Average governmental deposits for the third quarter decreased $146.4 million, or 7.2%, from the fourth quarter of 2024, driven by seasonal outflows of governmental deposits, and increased $163.2 million, or 9.4%, from the third quarter of 2024. Average governmental deposits as a percentage of total average deposits increased from 13.2% in the third quarter of 2024 to 13.7% in the third quarter of 2025. The increase in average governmental, non-governmental and reciprocal deposit balances from the prior year’s third quarter were reflective of competitive price offerings and expansion of the Company’s deposit relationship base due to the Company’s business development efforts.

### Table 11: Quarterly Average Deposits

| ​ ​ (000’s omitted) | ​ ​ September 30, 2025 | ​ ​ | ​ ​ December 31, 2024 | ​ ​ | ​ ​ September 30, 2024 |
| --- | --- | --- | ---: | --- | --- |
| Noninterest checking deposits | $3,640,964 | ​ | $3,603,416 |  | $3,611,755 |
| Interest checking deposits | ​ 2,913,860 | ​ | 2,903,412 |  | ​ 2,829,111 |
| Savings deposits | ​ 2,346,026 | ​ | 2,226,716 |  | ​ 2,212,598 |
| Money market deposits | ​ 2,827,093 | ​ | 2,559,531 |  | ​ 2,420,516 |
| Time deposits | ​ 2,088,861 | ​ | ​ 2,182,140 |  | ​ 2,074,978 |
| Total deposits | $13,816,804 | ​ | $13,475,215 |  | $13,148,958 |
| ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Nongovernmental deposits | $11,757,382 | ​ | $11,404,786 |  | $11,403,872 |
| Governmental deposits | ​ 1,893,794 | ​ | ​ 2,040,234 |  | ​ 1,730,595 |
| Reciprocal deposits | ​ 165,628 | ​ | ​ 30,195 | ​ | ​ 14,491 |
| Total deposits | $13,816,804 | ​ | $13,475,215 |  | $13,148,958 |

### Borrowings

Borrowings, excluding securities sold under agreement to repurchase, at the end of the third quarter of 2025 totaled $539.2 million. This was $198.1 million, or 26.9%, lower than borrowings at December 31, 2024 and $91.8 million, or 14.5%, below the balance at September 30, 2024. The decrease from the end of the prior year’s third quarter was primarily attributable to a decrease in FHLB and other borrowings of $159.7 million, partially offset by an increase in overnight borrowings of $67.9 million. The decrease from the end of 2024 was primarily driven by decreases in FHLB and other borrowings of $148.0 million and overnight borrowings of $50.1 million. The decreases in other FHLB borrowings between the periods were mainly driven by the FHLB exercising their put option on a $100.0 million advance with a rate of 3.73% in August 2025 along with the scheduled paydowns of amortizing advances.

Securities sold under agreement to repurchase, also referred to as customer repurchase agreements, represent collateralized governmental and commercial funding from customers that price and operate similar to a deposit instrument. Customer repurchase agreements were $224.2 million at the end of the third quarter of 2025, $37.4 million lower than December 31, 2024, and $93.3 million lower than September 30, 2024, driven by lower governmental balances due in part to certain customers transferring funds to the Company’s reciprocal deposit product offerings.

### Shareholders’ Equity and Regulatory Capital

Total shareholders’ equity of $1.94 billion at the end of the third quarter of 2025 represents an increase of $176.1 million, or 10.0%, from the balance at December 31, 2024. The increase was primarily driven by net income of $156.0 million, a decrease in accumulated other comprehensive loss of $94.9 million and stock-based compensation of $7.9 million, partially offset by common stock dividends declared of $73.4 million and common stock repurchased as part of the Company’s publicly announced stock repurchase program of $11.0 million. The decrease in accumulated other comprehensive loss was predominantly comprised of $94.8 million of other comprehensive income related to the Company’s investment securities portfolio, including a net increase in the after-tax market value adjustment on the available-for-sale investment portfolio as medium and long-term market interest rates decreased between the periods. Over the past 12 months, total shareholders’ equity increased $154.0 million, as net income, an increase in the after-tax market value adjustment on investments, the issuance of common stock in association with the employee stock plans and adjustments to the overfunded status of the Company’s employee retirement plans more than offset common stock dividends declared and common stock repurchased.

The dividend payout ratio (dividends declared divided by net income) for the first nine months of 2025 was 47.0%, compared to 54.1% for the first nine months of 2024. Third quarter dividends declared increased 2.3% compared to one year earlier, as the Company’s quarterly dividend per share was raised from $0.45 to $0.46 in the third quarter of 2024, and from $0.46 to $0.47 in the third quarter of 2025, while total shares outstanding increased 0.2% due to issuances from the Company’s employee stock plans, partially offset by common stock repurchases between the periods. The substantial decrease in the dividend payout ratio was due to the 25.5% growth in third quarter net income versus one year prior significantly exceeding the percentage increase of dividends declared for the same periods. The one cent, or 2.2%, increase in the quarterly common stock dividend to $0.47 per share on its common stock declared in the third quarter of 2025 marked the 33rd consecutive year of dividend increases for the Company.

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

The Company and the Bank are required to maintain a capital conservation buffer (“CCB”), composed entirely of common equity Tier 1 capital, in addition to minimum risk-based capital ratios. The required capital conservation buffer is 2.5% as of September 30, 2025, December 31, 2024 and September 30, 2024. Therefore, to satisfy both the minimum risk-based capital ratios and the CCB as of those dates, the Company and the Bank must maintain:

(i) Common equity Tier 1 capital to total risk-weighted assets (“Common equity tier 1 capital ratio”) of at least 7.0%,

(ii) Tier 1 capital to total risk-weighted assets (“Tier 1 risk-based capital ratio”) of at least 8.5%, and

(iii) Total capital (Tier 1 capital plus Tier 2 capital) to total risk-weighted assets (“Total risk-based capital ratio”) of at least 10.5%.

In addition, the Company and Bank must maintain a ratio of ending Tier 1 capital to adjusted quarterly average assets (“Tier 1 leverage ratio”) of at least 5.0% to be considered “well capitalized” under the regulatory framework for prompt corrective action.

As of September 30, 2025, December 31, 2024 and September 30, 2024, the Company and Bank meet all applicable capital adequacy requirements to be considered “well capitalized”. The regulatory capital ratios for the Company and Bank are presented below.

### Table 12: Regulatory Ratios

| ​ ​ ​ ​ ​ | ​ ​ September 30, 2025 Community ​ Financial ​ System, Inc. | ​ ​ ​ ​ ​ Community ​ Bank, N.A. | ​ ​ December 31, 2024 Community ​ Financial ​ System, Inc. | ​ ​ ​ ​ Community ​ Bank, N.A. | ​ ​ September 30, 2024 Community ​ Financial ​ System, Inc. | ​ ​ ​ ​ Community ​ Bank, N.A. ​ |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Tier 1 leverage ratio | 9.46% | 8.09% | 9.19% | 7.69% | 9.12% | 7.55% |
| Common equity Tier 1 capital ratio | 14.53% | 12.50% | 14.23% | 11.96% | 14.07% | 11.69% |
| Tier 1 risk-based capital ratio | 14.53% | 12.50% | 14.23% | 11.96% | 14.07% | 11.69% |
| Total risk-based capital ratio | 15.34% | 13.32% | 15.01% | 12.74% | 14.83% | 12.46% |

The Company’s tier 1 leverage ratio was 9.46% at the end of the third quarter, an increase of 27 basis points from December 31, 2024 and 34 basis points above its level one year earlier. The increase in the Tier 1 leverage ratio in comparison to December 31, 2024 was the result of ending shareholders’ equity, excluding intangibles net of deferred tax liabilities associated with intangibles (“net intangibles”) and other comprehensive income or loss items, increasing 5.7%, while average assets, excluding intangibles and the market value adjustment on available-for-sale investment securities, increased a lesser 2.6%. The Tier 1 leverage ratio also increased compared to the prior year’s third quarter as shareholders’ equity, excluding net intangibles and other comprehensive income or loss items, increased 8.0%, while average assets, excluding net intangibles and the market value adjustment, increased a lesser 4.1%. The increases in shareholders’ equity, excluding net intangibles and other comprehensive income or loss items, were primarily a result of net earnings retention while the increases in average assets, excluding intangibles and the market value adjustment on available-for-sale investment securities, were primarily driven by organic loan growth.

The shareholders’ equity-to-assets ratio was 11.43% at the end of the third quarter of 2025 compared to 10.76% at December 31, 2024 and 10.88% at September 30, 2024. The tangible equity-to-tangible assets ratio, a non-GAAP measure, of 6.73% increased 0.90 percentage points from December 31, 2024 and increased 0.76 percentage points versus September 30, 2024 (see Table 14 for Reconciliation of Quarterly GAAP to Non-GAAP Measures). The increase in the tangible equity-to-tangible assets ratio, a non-GAAP measure, from one year prior was driven by a $155.0 million, or 16.7%, increase in tangible equity, a non-GAAP measure, while tangible assets, a non-GAAP measure, increased $554.1 million, or 3.6%. The increase in the tangible equity-to-tangible assets ratio, a non-GAAP measure, from December 31, 2024 was driven by a $177.1 million, or 19.6%, increase in tangible equity, a non-GAAP measure, while tangible assets, a non-GAAP measure, increased $572.8 million, or 3.7%. The increases in tangible equity, a non-GAAP measure, were mainly due to net earnings retention and a decrease in accumulated other comprehensive loss related to the investment securities portfolio in the declining rate environment, while the increases in tangible assets, a non-GAAP measure, were due primarily to the organic loan growth described above.

### Liquidity

Liquidity risk is a measure of the Company’s ability to raise cash when needed at a reasonable cost and minimize any loss. The Company maintains appropriate liquidity levels in both normal operating conditions as well as stressed environments. The Company must be capable of meeting all obligations to its customers at any time and, therefore, the active management of its liquidity position remains an important management objective. The Bank has appointed the Asset Liability Committee (“ALCO”) to manage liquidity risk using policy guidelines and limits on indicators of potential liquidity risk. The indicators are monitored using a scorecard with three risk level limits. These risk indicators measure core liquidity and funding needs, capital at risk, and change in available funding sources. The risk indicators are monitored using such metrics as the core basic surplus ratio, unencumbered securities to average assets, free loan collateral to average assets, loans to deposits, deposits to total funding, and borrowings to total funding ratios.

Given the uncertain nature of the Company’s customers' demands, as well as the Company's desire to take advantage of earnings enhancement opportunities, the Company must have adequate sources of on and off-balance sheet funds available that can be utilized when needed. Accordingly, in addition to the liquidity provided by balance sheet cash flows, liquidity must be supplemented with additional sources such as borrowings from the Federal Home Loan Bank of New York (“FHLB”) and the Federal Reserve Bank (“FRB”) and credit lines from correspondent banks. Other funding alternatives may also be appropriate from time to time, including wholesale and retail repurchase agreements, large certificates of deposit and the brokered CD market. The primary sources of funds are deposits, which totaled $14.06 billion at September 30, 2025. The primary sources of non-deposit funds are customer repurchase agreements, FHLB and FRB overnight advances, and term borrowings. At September 30, 2025, there were $224.2 million of customer repurchase agreements, $67.9 million of overnight borrowings, and $462.9 million of FHLB term borrowings outstanding.

The Company’s primary sources of available liquidity include unrestricted cash and cash equivalents, borrowing capacity at the FHLB and FRB, as well as net unpledged investment securities that could be sold, subject to market conditions, or used to collateralize additional funding. Table 13 below details the available sources of liquidity at September 30, 2025. In addition, there was $75.0 million available in unsecured lines of credit with correspondent banks at September 30, 2025. The Company’s sources of immediately available liquidity of $6.20 billion as of September 30, 2025 represent approximately 240% of the Company’s estimated uninsured deposits (deposits in excess of FDIC limits), net of collateralized and intercompany deposits (“net estimated uninsured deposits”), estimated to be approximately $2.58 billion.

### Table 13: Sources of Liquidity

| ​ ​ (000's omitted) | ​ ​ | ​ ​ ​ September 30, 2025 ​ | ​ ​ ​ December 31, 2024 ​ | ​ ​ ​ ​ September 30, ​ ​ 2024 |
| --- | --- | ---: | ---: | --- |
| Unrestricted cash and cash equivalents | ​ | $230,487 ​ | $191,894 ​ | $341,001 ​ |
| FHLB borrowing capacity | ​ | 1,456,787 ​ | 1,185,087 ​ | ​ 1,272,973 ​ |
| FRB borrowing capacity | ​ | 2,757,511 ​ | 2,670,278 ​ | ​ 1,191,235 ​ |
| Net unpledged investment securities | ​ | 1,754,153 ​ | 1,726,680 ​ | ​ 1,691,165 ​ |
| Total sources of liquidity | ​ | $6,198,938 ​ | $5,773,939 ​ | $4,496,374 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net estimated uninsured deposits | ​ | $2,578,450 ​ | $2,347,825 ​ | $2,263,747 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Total sources of liquidity/net estimated uninsured deposits | ​ | 240% | 246% | ​ 199% |

To measure intermediate risk over the next twelve months, the Company reviews a sources and uses projection. As of September 30, 2025, there is sufficient liquidity available during the next year to cover projected cash outflows. In addition, stress tests on the cash flows are performed for various scenarios ranging from high probability events with a low impact on the liquidity position to low probability events with a high impact on the liquidity position. The results of the stress tests as of September 30, 2025 indicate the Company has sufficient sources of liquidity for the next year in all simulated stressed scenarios.

To measure longer-term liquidity, a baseline projection of growth in interest-earning assets and interest-bearing liabilities for five years is made to reflect how liquidity levels could change over time. This five-year measure reflects ample liquidity for loan and other asset growth over the next five years.

The possibility of a funding crisis exists at all financial institutions. A funding crisis would most likely result from a shock to the financial system which disrupts orderly short-term funding operations or from a significant tightening of monetary policy that limits the national money supply. Accordingly, management has addressed this issue by formulating a Liquidity Contingency Plan, which has been reviewed and approved by both the Company’s Board of Directors (the “Board”) and the Company’s ALCO. The plan addresses the actions that the Company would take in response to both a short-term and long-term funding crisis. Triggers within the plan and liquidity risk monitor are not by themselves definitive indicators of insufficient liquidity, but rather a mechanism for management to monitor conditions and possibly provide advance warning which could avert or reduce the impact of a crisis. Liquidity triggers are set based on a variety of factors, including Company history, trends, and current operating performance, industry observations, and, as warranted, changes in internal and external economic factors. Indicators include: core liquidity and funding needs such as the core basic surplus, unencumbered securities to average assets, and free FHLB and FRB loan collateral to average assets; heightened funding needs indicators such as average loans to average deposits, average governmental and nongovernmental deposits to total funding, and average borrowings to total funding; capital at risk indicators including regulatory ratios; asset quality indicators; and decrease in funds availability indicators which are a combination of internal and external factors such as increased restrictions on borrowing or downturns in the credit market. The Company has established three risk levels for these liquidity triggers that inform the response based on the severity of the circumstances. Responses vary from an assessment of possible funding deficiencies with no impact on normal business operations to immediate action required due to impending funding problems. For more information regarding the risk factor associated with the possibility of a funding crisis, refer to the discussion under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on February 28, 2025.

### Forward-Looking Statements

This report contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Forward-looking statements often use words such as “anticipate,” “could,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “forecast,” “believe,” or other words of similar meaning. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from the results discussed in the forward-looking statements. Moreover, the Company’s plans, objectives and intentions are subject to change based on various factors (some of which are beyond the Company’s control). Factors that could cause actual results to differ from those discussed in the forward-looking statements include: (1) adverse developments in the banking industry related to bank failures and the potential impact of such developments on customer confidence and regulatory responses to these developments; (2) current and future economic and market conditions, including the effects of changes in housing or vehicle prices, higher unemployment rates, disruptions in the commercial real estate market, labor shortages, supply chain disruption, inability to obtain raw materials and supplies, U.S. fiscal debt, budget and tax matters, geopolitical matters and conflicts, the effects of announced or future tariff increases, changes in global trade policies, and any changes in global economic growth; (3) the effect of, and changes in, monetary and fiscal policies and laws, including future changes in Federal and state statutory income tax rates and interest rate and other policy actions of the Board of Governors of the Federal Reserve System; (4) the effect of changes in the level of checking or savings account deposits on the Company’s funding costs and net interest margin including the possibility of a sudden withdrawal of the Company’s deposits due to rapid spread of information or disinformation regarding the Company’s well-being; (5) future provisions for credit losses on loans and debt securities; (6) changes in nonperforming assets; (7) the effect of a fall in stock market or bond prices on the Company’s fee income businesses, including its employee benefit services, wealth management, and insurance businesses; (8) risks related to credit quality; (9) inflation, interest rate, liquidity, market and monetary fluctuations; (10) the strength of the U.S. economy in general and the strength of the local economies where the Company conducts its business; (11) the timely development of new products and services and customer perception of the overall value thereof (including features, pricing and quality) compared to competing products and services; (12) changes in consumer spending, borrowing and savings habits; (13) technological changes and implementation and financial risks associated with transitioning to new technology-based systems involving large multi-year contracts; (14) the ability of the Company to maintain the security, including cybersecurity, of its financial, accounting, technology, data processing and other operating systems, facilities and data, including customer data; (15) effectiveness of the Company’s risk management processes and procedures, reliance on models which may be inaccurate or misinterpreted, the Company’s ability to manage its credit or interest rate risk, the sufficiency of its allowance for credit losses and the accuracy of the assumptions or estimates used in preparing the Company’s financial statements and disclosures; (16) failure of third parties to provide various services that are important to the Company’s operations; (17) any acquisitions or mergers that might be considered or consummated by the Company and the costs and factors associated therewith, including differences in the actual financial results of the acquisition or merger compared to expectations and the realization of anticipated cost savings and revenue enhancements; (18) the ability to maintain and increase market share and control expenses; (19) the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of the Company and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, service fees, risk management, securities, capital requirements and other aspects of the financial services industry; (20) changes in the Company’s organization, compensation and benefit plans and in the availability of, and compensation levels for, employees in its geographic markets; (21) the outcome of pending or future litigation and government proceedings; (22) the effect of opening new branches to expand the Company’s geographic footprint, including the cost associated with opening and operating the branches and the uncertainty surrounding their success including the ability to meet expectations for future deposit and loan levels and commensurate revenues; (23) the effects of natural disasters could create economic and financial disruption; (24) the effects from changes in governmental leadership which expose the Company and its customers to a variety of political, economic, and regulatory risks, including the risk of changes in laws (including labor, trade, tax and other laws) and the potential for disruption in governmental agencies, services provided by the government, and funding of government sponsored projects; (25) the effect of total or partial governmental shutdowns; (26) material differences in the actual financial results of investment activities compared with the Company's initial expectations, including the growth of the Insurtech market; (27) other risk factors outlined in the Company’s filings with the SEC from time to time; and (28) the success of the Company at managing the risks of the foregoing.

The foregoing list of important factors is not all-inclusive. For more information about factors that could cause actual results to differ materially from the Company’s expectations, refer to the discussion under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the SEC on February 28, 2025. Any forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date on which such statement is made. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

### Reconciliation of GAAP to Non-GAAP Measures

### Table 14: GAAP to Non-GAAP Reconciliations

| ​ ​ ​ (000’s omitted) Operating pre-tax, pre-provision net revenue (non-GAAP) | ​ ​ ​ | ​ ​ Three Months Ended September 30, ​ 2025 ​ ​ | ​ ​ | ​ ​ ​ 2024 ​ ​ | ​ ​ ​ | ​ ​ Nine Months Ended September 30, ​ 2025 ​ ​ | ​ ​ | ​ ​ ​ 2024 ​ ​ | ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (GAAP) | ​ | $55,088 | ​ | $43,901 | ​ | $156,033 | ​ | $132,688 | ​ |
| Income taxes | ​ | 18,081 | ​ | ​ 13,129 | ​ | 47,441 | ​ | ​ 39,477 | ​ |
| Income before income taxes | ​ | ​ 73,169 | ​ | ​ 57,030 | ​ | ​ 203,474 | ​ | ​ 172,165 | ​ |
| Provision for credit losses | ​ | ​ 5,564 | ​ | ​ 7,709 | ​ | ​ 16,371 | ​ | ​ 16,565 | ​ |
| Pre-tax, pre-provision net revenue (non-GAAP) | ​ | ​ 78,733 | ​ | ​ 64,739 | ​ | ​ 219,845 | ​ | ​ 188,730 | ​ |
| Acquisition expenses | ​ | ​ 747 | ​ | ​ 66 | ​ | ​ 815 | ​ | ​ 205 | ​ |
| Acquisition-related contingent consideration adjustments | ​ | ​ 0 | ​ | ​ (156) | ​ | ​ 0 | ​ | ​ (156) | ​ |
| Litigation accrual | ​ | ​ 0 | ​ | ​ 102 | ​ | ​ (50) | ​ | ​ 221 | ​ |
| Restructuring expenses | ​ | ​ 0 | ​ | ​ 0 | ​ | ​ 1,525 | ​ | ​ 0 | ​ |
| Loss on sales of investment securities | ​ | ​ 0 | ​ | ​ 255 | ​ | ​ 0 | ​ | ​ 487 | ​ |
| Unrealized gain on equity securities | ​ | ​ (236) | ​ | ​ (101) | ​ | ​ (480) | ​ | ​ (984) | ​ |
| Amortization of intangible assets | ​ | ​ 3,258 | ​ | ​ 3,369 | ​ | ​ 10,109 | ​ | ​ 10,822 | ​ |
| Operating pre-tax, pre-provision net revenue (non-GAAP) | ​ | $82,502 | ​ | $68,274 | ​ | $231,764 | ​ | $199,325 | ​ |
| **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Operating pre-tax, pre-provision net revenue per share (non-GAAP)** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Diluted earnings per share (GAAP) | ​ | $1.04 | ​ | $0.83 | ​ | $2.94 | ​ | $2.50 | ​ |
| Income taxes | ​ | ​ 0.34 | ​ | ​ 0.25 | ​ | ​ 0.89 | ​ | ​ 0.74 | ​ |
| Income before income taxes | ​ | ​ 1.38 | ​ | ​ 1.08 | ​ | ​ 3.83 | ​ | ​ 3.24 | ​ |
| Provision for credit losses | ​ | ​ 0.11 | ​ | ​ 0.15 | ​ | ​ 0.31 | ​ | ​ 0.32 | ​ |
| Pre-tax, pre-provision net revenue per share (non-GAAP) | ​ | ​ 1.49 | ​ | ​ 1.23 | ​ | ​ 4.14 | ​ | ​ 3.56 | ​ |
| Acquisition expenses | ​ | ​ 0.01 | ​ | ​ 0.00 | ​ | ​ 0.02 | ​ | ​ 0.00 | ​ |
| Acquisition-related contingent consideration adjustments | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ |
| Litigation accrual | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ |
| Restructuring expenses | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.03 | ​ | ​ 0.00 | ​ |
| Loss on sales of investment securities | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ 0.01 | ​ |
| Unrealized gain on equity securities | ​ | ​ 0.00 | ​ | ​ 0.00 | ​ | ​ (0.01) | ​ | ​ (0.02) | ​ |
| Amortization of intangible assets | ​ | ​ 0.06 | ​ | ​ 0.06 | ​ | ​ 0.19 | ​ | ​ 0.20 | ​ |
| Operating pre-tax, pre-provision net revenue per share (non-GAAP) | ​ | $1.56 | ​ | $1.29 | ​ | $4.37 | ​ | $3.75 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| **Operating net income (non-GAAP)** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ |
| Net income (GAAP) | ​ | $55,088 | ​ | $43,901 | ​ | $156,033 | ​ | $132,688 | ​ |
| Acquisition expenses | ​ | ​ 747 | ​ | ​ 66 | ​ | ​ 815 | ​ | ​ 205 | ​ |
| Tax effect of acquisition expenses | ​ | ​ (155) | ​ | ​ (15) | ​ | ​ (168) | ​ | ​ (46) | ​ |
| Subtotal (non-GAAP) | ​ | ​ 55,680 | ​ | ​ 43,952 | ​ | ​ 156,680 | ​ | ​ 132,847 | ​ |
| Acquisition-related contingent consideration adjustments | ​ | ​ 0 | ​ | ​ (156) | ​ | ​ 0 | ​ | ​ (156) | ​ |
| Tax effect of acquisition-related contingent consideration adjustments | ​ | ​ 0 | ​ | ​ 35 | ​ | ​ 0 | ​ | ​ 35 | ​ |
| Subtotal (non-GAAP) | ​ | ​ 55,680 | ​ | ​ 43,831 | ​ | ​ 156,680 | ​ | ​ 132,726 | ​ |
| Litigation accrual | ​ | ​ 0 | ​ | ​ 102 | ​ | ​ (50) | ​ | ​ 221 | ​ |
| Tax effect of litigation accrual | ​ | ​ 0 | ​ | ​ (23) | ​ | ​ 10 | ​ | ​ (49) | ​ |
| Subtotal (non-GAAP) | ​ | ​ 55,680 | ​ | ​ 43,910 | ​ | ​ 156,640 | ​ | ​ 132,898 | ​ |
| Restructuring expenses | ​ | ​ 0 | ​ | ​ 0 | ​ | ​ 1,525 | ​ | ​ 0 | ​ |
| Tax effect of restructuring expenses | ​ | ​ 0 | ​ | ​ 0 | ​ | ​ (314) | ​ | ​ 0 | ​ |
| Subtotal (non-GAAP) | ​ | ​ 55,680 | ​ | ​ 43,910 | ​ | ​ 157,851 | ​ | ​ 132,898 | ​ |
| Loss on sales of investment securities | ​ | ​ 0 | ​ | ​ 255 | ​ | ​ 0 | ​ | ​ 487 | ​ |
| Tax effect of loss on sales of investment securities | ​ | ​ 0 | ​ | ​ (58) | ​ | ​ 0 | ​ | ​ (110) | ​ |
| Subtotal (non-GAAP) | ​ | ​ 55,680 | ​ | ​ 44,107 | ​ | ​ 157,851 | ​ | ​ 133,275 | ​ |
| Unrealized gain on equity securities | ​ | ​ (236) | ​ | ​ (101) | ​ | ​ (480) | ​ | ​ (984) | ​ |
| Tax effect of unrealized gain on equity securities | ​ | ​ 49 | ​ | ​ 23 | ​ | ​ 99 | ​ | ​ 220 | ​ |
| Subtotal (non-GAAP) | ​ | ​ 55,493 | ​ | ​ 44,029 | ​ | ​ 157,470 | ​ | ​ 132,511 | ​ |
| Amortization of intangible assets | ​ | ​ 3,258 | ​ | ​ 3,369 | ​ | ​ 10,109 | ​ | ​ 10,822 | ​ |
| Tax effect of amortization of intangible assets | ​ | ​ (677) | ​ | ​ (762) | ​ | ​ (2,082) | ​ | ​ (2,413) | ​ |
| Operating net income (non-GAAP) | ​ | $58,074 | ​ | $46,636 | ​ | $165,497 | ​ | $140,920 | ​ |

| ​ ​ ​ (000's omitted) Operating diluted earnings per share (non-GAAP) | ​ ​ ​ ​ | ​ ​ ​ Three Months Ended September 30, 2025 ​ ​ ​ | ​ ​ ​ 2024 ​ ​ ​ | ​ ​ ​ Nine Months Ended September 30, 2025 ​ ​ ​ | ​ ​ ​ ​ ​ 2024 ​ ​ |
| --- | --- | --- | --- | --- | --- |
| Diluted earnings per share (GAAP) | ​ | $1.04 ​ | $0.83 ​ | $2.94 ​ | $2.50 ​ |
| Acquisition expenses | ​ | ​ 0.01 ​ | ​ 0.00 ​ | ​ 0.02 ​ | ​ 0.00 ​ |
| Tax effect of acquisition expenses | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Subtotal (non-GAAP) | ​ | ​ 1.05 ​ | ​ 0.83 ​ | ​ 2.96 ​ | ​ 2.50 ​ |
| Acquisition-related contingent consideration adjustments | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Tax effect of acquisition-related contingent consideration adjustments | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Subtotal (non-GAAP) | ​ | ​ 1.05 ​ | ​ 0.83 ​ | ​ 2.96 ​ | ​ 2.50 ​ |
| Litigation accrual | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Tax effect of litigation accrual | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Subtotal (non-GAAP) | ​ | ​ 1.05 ​ | ​ 0.83 ​ | ​ 2.96 ​ | ​ 2.50 ​ |
| Restructuring expenses | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.03 ​ | ​ 0.00 ​ |
| Tax effect of restructuring expenses | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ (0.01) ​ | ​ 0.00 ​ |
| Subtotal (non-GAAP) | ​ | ​ 1.05 ​ | ​ 0.83 ​ | ​ 2.98 ​ | ​ 2.50 ​ |
| Loss on sales of investment securities | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.01 ​ |
| Tax effect of loss on sales of investment securities | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Subtotal (non-GAAP) | ​ | ​ 1.05 ​ | ​ 0.83 ​ | ​ 2.98 ​ | ​ 2.51 ​ |
| Unrealized gain on equity securities | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ (0.01) ​ | ​ (0.02) ​ |
| Tax effect of unrealized gain on equity securities | ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ | ​ 0.00 ​ |
| Subtotal (non-GAAP) | ​ | ​ 1.05 ​ | ​ 0.83 ​ | ​ 2.97 ​ | ​ 2.49 ​ |
| Amortization of intangible assets | ​ | ​ 0.06 ​ | ​ 0.06 ​ | ​ 0.19 ​ | ​ 0.20 ​ |
| Tax effect of amortization of intangible assets | ​ | ​ (0.02) ​ | ​ (0.01) ​ | ​ (0.04) ​ | ​ (0.04) ​ |
| Operating diluted earnings per share (non-GAAP) | ​ | $1.09 ​ | $0.88 ​ | $3.12 ​ | $2.65 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Return on assets** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net income (GAAP) | ​ | $55,088 ​ | $43,901 ​ | $156,033 ​ | $132,688 ​ |
| Average total assets | ​ | 16,755,095 ​ | 16,058,219 ​ | ​ 16,596,221 ​ | ​ 15,878,678 ​ |
| Return on assets (GAAP) | ​ | 1.30% | 1.09% | ​ 1.26% | ​ 1.12% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating return on assets (non-GAAP)** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Operating net income (non-GAAP) | ​ | $58,074 ​ | $46,636 ​ | $165,497 ​ | $140,920 ​ |
| Average total assets | ​ | 16,755,095 ​ | 16,058,219 ​ | ​ 16,596,221 ​ | ​ 15,878,678 ​ |
| Operating return on assets (non-GAAP) | ​ | 1.38% | 1.16% | ​ 1.33% | ​ 1.19% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Return on equity** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net income (GAAP) | ​ | $55,088 ​ | $43,901 ​ | $156,033 ​ | $132,688 ​ |
| Average total equity | ​ | ​ 1,881,116 ​ | ​ 1,709,791 ​ | ​ 1,834,266 ​ | ​ 1,675,086 ​ |
| Return on equity (GAAP) | ​ | 11.62% | 10.21% | ​ 11.37% | ​ 10.58% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating return on equity (non-GAAP)** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Operating net income (non-GAAP) | ​ | $58,074 ​ | $46,636 ​ | $165,497 ​ | $140,920 ​ |
| Average total equity | ​ | ​ 1,881,116 ​ | ​ 1,709,791 ​ | ​ 1,834,266 ​ | ​ 1,675,086 ​ |
| Operating return on equity (non-GAAP) | ​ | ​ 12.25% | 10.85% | ​ 12.06% | ​ 11.24% |
| ​ | ​ | ​ ​ | ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Net interest margin** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net interest income | ​ | $128,165 ​ | $112,745 ​ | $373,125 ​ | $329,144 ​ |
| Total average interest-earning assets | ​ | ​ 15,393,114 ​ | ​ 14,796,369 ​ | ​ 15,283,503 ​ | ​ 14,660,493 ​ |
| Net interest margin | ​ | ​ 3.30% | ​ 3.03% | ​ 3.26% | ​ 3.00% |
| **​** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Net interest margin (FTE) (non-GAAP)** | ​ | ​ ​ | ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net interest income | ​ | $128,165 ​ | $112,745 ​ | $373,125 ​ | $329,144 ​ |
| Fully tax-equivalent adjustment (non-GAAP) | ​ | 880 ​ | 872 ​ | ​ 2,658 ​ | ​ 2,839 ​ |
| Fully tax-equivalent net interest income (non-GAAP) | ​ | ​ 129,045 ​ | ​ 113,617 ​ | ​ 375,783 ​ | ​ 331,983 ​ |
| Total average interest-earning assets | ​ | 15,393,114 ​ | 14,796,369 ​ | ​ 15,283,503 ​ | ​ 14,660,493 ​ |
| Net interest margin (FTE) (non-GAAP) | ​ | 3.33% | 3.05% | ​ 3.29% | ​ 3.02% |

| ​ ​ ​ (000’s omitted) Operating noninterest revenues (non-GAAP) | ​ ​ ​ ​ | ​ ​ ​ Three Months Ended September 30, 2025 ​ ​ | ​ ​ ​ ​ ​ 2024 ​ ​ ​ | ​ ​ ​ Nine Months Ended September 30, 2025 ​ ​ ​ | ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- |
| Noninterest revenues (GAAP) | ​ | $78,887 ​ | $76,197 ​ | $229,431 ​ | $220,872 ​ |
| Loss on sales of investment securities | ​ | ​ 0 ​ | ​ 255 ​ | 0 ​ | 487 ​ |
| Unrealized gain on equity securities | ​ | ​ (236) ​ | ​ (101) ​ | ​ (480) ​ | ​ (984) ​ |
| Total operating noninterest revenues (non-GAAP) | ​ | $78,651 ​ | $76,351 ​ | $228,951 ​ | $220,375 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating noninterest expenses (non-GAAP)** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Noninterest expenses (GAAP) | ​ | $128,319 ​ | $124,203 ​ | $382,711 ​ | $361,286 ​ |
| Acquisition expenses | ​ | ​ (747) ​ | ​ (66) ​ | ​ (815) ​ | ​ (205) ​ |
| Acquisition-related contingent consideration adjustments | ​ | ​ 0 ​ | ​ 156 ​ | ​ 0 ​ | ​ 156 ​ |
| Litigation accrual | ​ | ​ 0 ​ | ​ (102) ​ | ​ 50 ​ | ​ (221) ​ |
| Restructuring expenses | ​ | ​ 0 ​ | ​ 0 ​ | ​ (1,525) ​ | ​ 0 ​ |
| Amortization of intangible assets | ​ | ​ (3,258) ​ | ​ (3,369) ​ | ​ (10,109) ​ | ​ (10,822) ​ |
| Total operating noninterest expenses (non-GAAP) | ​ | $124,314 ​ | $120,822 ​ | $370,312 ​ | $350,194 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating revenues (non-GAAP)** | ​ | ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net interest income (GAAP) | ​ | $128,165 ​ | $112,745 ​ | $373,125 ​ | $329,144 ​ |
| Noninterest revenues (GAAP) | ​ | 78,887 ​ | ​ 76,197 ​ | ​ 229,431 ​ | ​ 220,872 ​ |
| Total revenues (GAAP) | ​ | 207,052 ​ | ​ 188,942 ​ | ​ 602,556 ​ | 550,016 ​ |
| Loss on sales of investment securities | ​ | ​ 0 ​ | ​ 255 **​** | ​ 0 ​ | ​ 487 ​ |
| Unrealized gain on equity securities | ​ | ​ (236) ​ | ​ (101) **​** | ​ (480) ​ | ​ (984) ​ |
| Total operating revenues (non-GAAP) | ​ | $206,816 ​ | $189,096 ​ | $602,076 ​ | $549,519 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Noninterest revenues/total revenues** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Total noninterest revenues (GAAP) – numerator | ​ | $78,887 ​ | $76,197 **​** | $229,431 ​ | $220,872 ​ |
| Total revenues (GAAP) – denominator | ​ | 207,052 ​ | ​ 188,942 ​ | 602,556 ​ | ​ 550,016 ​ |
| Noninterest revenues/total revenues (GAAP) | ​ | ​ 38.1% | ​ 40.3% | ​ 38.1% | ​ 40.2% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating noninterest revenues/operating revenues (FTE) (non-GAAP)** | ​ | ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Total operating noninterest revenues (non-GAAP) – numerator | ​ | $78,651 ​ | $76,351 ​ | $228,951 ​ | $220,375 ​ |
| Total operating revenues (non-GAAP) | ​ | ​ 206,816 ​ | ​ 189,096 ​ | ​ 602,076 ​ | ​ 549,519 ​ |
| Fully tax-equivalent adjustment (non-GAAP) | ​ | ​ 880 ​ | ​ 872 ​ | ​ 2,658 ​ | ​ 2,839 ​ |
| Total operating revenues (FTE) (non-GAAP) – denominator | ​ | ​ 207,696 ​ | ​ 189,968 ​ | ​ 604,734 ​ | ​ 552,358 ​ |
| Operating noninterest revenues/operating revenues (FTE) (non-GAAP) | ​ | ​ 37.9% | ​ 40.2% | ​ 37.9% | ​ 39.9% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Efficiency ratio (GAAP)** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Total noninterest expenses (GAAP) – numerator | ​ | $128,319 ​ | $124,203 ​ | $382,711 ​ | $361,286 ​ |
| Total revenues (GAAP) – denominator | ​ | 207,052 ​ | 188,942 ​ | 602,556 ​ | 550,016 ​ |
| Efficiency ratio (GAAP) | ​ | ​ 62.0% | ​ 65.7% | ​ 63.5% | ​ 65.7% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating efficiency ratio (non-GAAP)** | ​ | ​ | ​ | ​ | ​ |
| Total operating noninterest expenses (non-GAAP) – numerator | ​ | $124,314 ​ | $120,822 ​ | $370,312 ​ | $350,194 ​ |
| Total operating revenues (FTE) (non-GAAP) – denominator | ​ | 207,696 ​ | 189,968 ​ | 604,734 ​ | 552,358 ​ |
| Operating efficiency ratio (non-GAAP) | ​ | ​ 59.9% | ​ 63.6% | ​ 61.2% | ​ 63.4% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Return on tangible equity (non-GAAP)** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Net income (GAAP) | ​ | $55,088 ​ | $43,901 ​ | $156,033 ​ | $132,688 ​ |
| Average shareholders’ equity | ​ | ​ 1,881,116 ​ | ​ 1,709,791 ​ | ​ 1,834,266 ​ | ​ 1,675,086 ​ |
| Average goodwill and intangible assets, net | ​ | ​ (897,943) ​ | ​ (903,281) ​ | ​ (899,287) ​ | ​ (903,542) ​ |
| Average deferred taxes on goodwill and intangible assets, net | ​ | ​ 44,233 ​ | ​ 44,376 ​ | ​ 44,374 ​ | ​ 44,515 ​ |
| Average tangible common equity (non-GAAP) | ​ | ​ 1,027,406 ​ | ​ 850,886 ​ | ​ 979,353 ​ | ​ 816,059 ​ |
| Return on tangible equity (non-GAAP) | ​ | ​ 21.27% | ​ 20.53% | ​ 21.30% | ​ 21.72% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Operating return on tangible equity (non-GAAP)** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| Operating net income (non-GAAP) | ​ | $58,074 ​ | $46,636 ​ | $165,497 ​ | $140,920 ​ |
| Average tangible common equity (non-GAAP) | ​ | 1,027,406 ​ | 850,886 ​ | 979,353 ​ | 816,059 ​ |
| Operating return on tangible equity (non-GAAP) | ​ | ​ 22.43% | ​ 21.80% | ​ 22.60% | ​ 23.07% |

| ​ ​ (000’s omitted) Total tangible assets (non-GAAP) | ​ ​ ​ | ​ ​ ​ September 30, 2025 ​ ​ ​ | ​ ​ ​ December 31, 2024 ​ ​ ​ | ​ ​ ​ September 30, ​ 2024 ​ ​ |
| --- | --- | ---: | --- | --- |
| Total assets (GAAP) | ​ | $16,957,804 **​** | $16,386,044 **​** | $16,404,700 ​ |
| Goodwill and intangible assets, net | ​ | (899,967) **​** | **​** (901,471) **​** | ​ (900,623) ​ |
| Deferred taxes on goodwill and intangible assets, net | ​ | 44,130 **​** | **​** 44,618 **​** | ​ 43,832 ​ |
| Total tangible assets (non-GAAP) | ​ | $16,101,967 ​ | $15,529,191 ​ | $15,547,909 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Total tangible common equity (non-GAAP)** | **​** | ​ ​ | ​ ​ | ​ ​ |
| Shareholders’ equity (GAAP) | ​ | $1,938,950 ​ | $1,762,835 **​** | $1,784,947 ​ |
| Goodwill and intangible assets, net | ​ | (899,967) ​ | ​ (901,471) **​** | ​ (900,623) ​ |
| Deferred taxes on goodwill and intangible assets, net | ​ | 44,130 ​ | ​ 44,618 **​** | ​ 43,832 ​ |
| Total tangible common equity (non-GAAP) | ​ | $1,083,113 ​ | $905,982 ​ | $928,156 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Shareholders’ equity-to-assets ratio at quarter end** | **​** | **​** ​ **​** | **​** **​** **​** | **​** ​ **​** |
| Total shareholders' equity (GAAP) - numerator | ​ | $1,938,950 ​ | $1,762,835 **​** | $1,784,947 ​ |
| Total assets (GAAP) - denominator | ​ | ​ 16,957,804 ​ | ​ 16,386,044 **​** | ​ 16,404,700 ​ |
| Shareholders’ equity-to-assets ratio at quarter (GAAP) | ​ | ​ 11.43% | ​ 10.76% | ​ 10.88% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Tangible equity-to-tangible assets ratio at quarter end (non-GAAP)** | **​** | ​ ​ | ​ ​ | ​ ​ |
| Total tangible common equity (non-GAAP) - numerator | ​ | $1,083,113 ​ | $905,982 **​** | $928,156 ​ |
| Total tangible assets (non-GAAP) - denominator | ​ | ​ 16,101,967 ​ | ​ 15,529,191 **​** | ​ 15,547,909 ​ |
| Tangible equity-to-tangible assets ratio at quarter end (non-GAAP) | ​ | 6.73% | 5.83% | 5.97% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Book value (GAAP)** | **​** | ​ ​ | ​ ​ | ​ ​ |
| Total shareholders’ equity (GAAP) – numerator | ​ | $1,938,950 ​ | $1,762,835 **​** | $1,784,947 ​ |
| Period end common shares outstanding – denominator | ​ | ​ 52,662 ​ | ​ 52,668 **​** | ​ 52,546 ​ |
| Book value (GAAP) | ​ | $36.82 ​ | $33.47 ​ | $33.97 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ |
| **Tangible book value (non-GAAP)** | **​** | ​ ​ | ​ ​ | ​ ​ |
| Total tangible common equity (non-GAAP) – numerator | ​ | $1,083,113 ​ | $905,982 **​** | $928,156 ​ |
| Period end common shares outstanding – denominator | ​ | ​ 52,662 ​ | ​ 52,668 **​** | ​ 52,546 ​ |
| Tangible book value (non-GAAP) | ​ | $20.57 ​ | $17.20 ​ | $17.66 ​ |

## Market risk

As filed, 6,802 characters.

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates, prices or credit risk. Credit risk associated with the Company’s loan portfolio has been previously discussed in the asset quality section of the MD&A. Management believes that the tax risk of the Company’s municipal investments associated with potential future changes in statutory, judicial and regulatory actions is minimal. Treasury, agency, mortgage-backed and collateralized mortgage obligation securities issued by government agencies comprise 90.8% of the total portfolio and are currently rated AAA by Moody’s Investor Services and AA+ by Standard & Poor’s. Obligations of state and political subdivisions account for 9.1% of the total portfolio, of which 95.7% carry a minimum rating of A-. The remaining 0.1% of the portfolio is comprised of other investment grade securities. The Company does not have material foreign currency exchange rate risk exposure. Therefore, almost all of the market risk in the investment portfolio is related to interest rates.

The ongoing monitoring and management of both interest rate risk and liquidity over the short- and long-term time horizons is an important component of the Company's asset/liability management process, which is governed by guidelines established in the policies reviewed and approved annually by the Company’s Board. The Board delegates responsibility for carrying out the policies to the ALCO, which meets each month. The committee is made up of the Company's senior management, corporate finance and risk personnel as well as regional and line-of-business managers who oversee specific earning asset classes and various funding sources. As the Company does not believe it is possible to reliably predict future interest rate movements, it has maintained an appropriate process and set of measurement tools, which enable it to identify and quantify sources of interest rate risk in varying rate environments. The primary tool used by the Company in managing interest rate risk is income simulation. This begins with the development of a base case scenario, which projects net interest income (“NII”) over the next twelve-month period. The base case scenario NII may increase or decrease significantly from quarter to quarter reflective of changes during the most recent quarter in the Company’s: (i) earning assets and liabilities balances, (ii) composition of earning assets and liabilities, (iii) earning asset yields, (iv) cost of funds and (v) various model assumptions including loan and time deposit spreads and core deposit betas, as well as current market interest rates, including the slope of the yield curve and projected changes in the slope of the yield curve over the twelve month period. The direction of interest rates, the slope of the yield curve, the modeled changes in deposit balances and the cost of funds, including the Company’s deposit and funding betas, are not easily predicted in the current market environment, and therefore a wide variety of strategic balance sheet and treasury yield curve scenarios are modeled on an ongoing basis.

The following reflects the Company's estimated NII sensitivity as compared to the base case scenario over the subsequent twelve months based on:

- Balance sheet levels using September 30, 2025 as a starting point.
- The model assumes the Company’s average deposit balances will increase approximately 1.2% over the next twelve months.
- The model assumes the Company’s average earning asset balances will increase approximately 1.3% over the next twelve months, largely due to forecasted loan growth.
- Cash flows on earning assets are based on contractual maturity, optionality, and amortization schedules along with applicable prepayments derived from internal historical data and external sources.
- The model assumes approximately $30.0 million of additional mortgage-backed security purchases over the next twelve months. Investment cash inflows will be used to fund these purchases with any excess inflows being used to pay down overnight borrowings and fund loan growth.
- In the rising/falling rates scenarios, the prime rate, the federal funds rate, and the 3-month treasury rate are assumed to move up/down in a parallel manner by the amounts listed below over a 12-month period. The remainder of the treasury curve normalizes to a historical shape based off a historical spread between the 3-month treasury and each point on the treasury curve. Deposit balance and mix changes and the resultant deposit and funding betas are assumed to move in a manner that reflects the Company’s (i) long-term historical relationship between the Company’s deposit rate movement and changes in the federal funds rate, (ii) recent interest rate cycle experience, (iii) significant management judgment and (iv) other factors, including recent market behaviors of customers and competitors.

### Net Interest Income Sensitivity Model

| ​ ​ ​ ​ Interest rate scenario | ​ ​ ​ ​ | ​ ​ Calculated annualized increase (decrease) in projected net interest income at September 30, 2025 (000’s omitted) | ​ | ​ ​ Calculated annualized increase ​ (decrease) in projected net interest ​ income at September 30, 2025 ​ (%) ​ |
| --- | --- | ---: | --- | ---: |
| +200 basis points | ​ | $(6,608) | ​ | (1.3)% |
| +100 basis points | ​ | $(2,990) | ​ | (0.6)% |
| -100 basis points | ​ | $2,770 | ​ | 0.5% |
| -200 basis points | ​ | $1,983 | ​ | 0.4% |

Projected NII over the 12-month forecast period decreases in the up 100 and up 200 interest rate environments largely due to deposits and overnight borrowings repricing higher in year 1, which are only partially offset by loans repricing higher.

Projected NII increases in the down 100 and down 200 interest rate environments largely due to lower funding costs which are partially offset by lower income on loans.

The analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions: the nature and timing of interest rate levels (including yield curve shape), prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and other factors. While the assumptions are developed based upon a reasonable outlook for national and local economic and market conditions, the Company cannot make any assurances as to the predictive efficacy of these assumptions, including how customer preferences or competitor influences might change. Furthermore, the sensitivity analysis does not reflect actions that the ALCO might take in responding to or anticipating changes in interest rates and other developments.

## Controls and procedures

As filed, 1,560 characters.

#### Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule 13a -15(e) and 15d – 15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), designed to ensure information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is: (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures, with the participation of the Chief Executive Officer and the Chief Financial Officer, it has concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were effective as of September 30, 2025.

#### Changes in Internal Control over Financial Reporting

The Company regularly assesses the adequacy of its internal controls over financial reporting. There have been no changes in the Company’s internal controls over financial reporting in connection with the evaluation referenced in the paragraph above that occurred during the Company’s quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 222 characters.

There has not been any material change in the risk factors disclosure from that contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 28, 2025.

Filed Nov 6, 2025.
Source: SEC EDGAR, the filing index for accession 0001104659-25-107791. Last ingested by Listed: Nov 6, 2026, 16:59 ET. No prices; not investment advice.