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What changed in INDEPENDENT BANK CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of INDEPENDENT BANK CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+436 added−400 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in INDEPENDENT BANK CORP's 2025 10-K

436 paragraphs added · 400 removed · 326 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

57 edited+9 added−12 removed77 unchanged
Biggest changeRockland Trust also offers person-to-person payment capabilities, allowing for simple and secure funds transfers between most banks and credit unions. Regulation The following discussion sets forth certain material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and provides certain specific information relevant to the Company.
Biggest changeRegulation The following discussion sets forth certain material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and provides certain specific information relevant to the Company. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions.
Other consumer 9 loans primarily consist of investment management secured lines of credit, installment loans and overdraft protection lines.
Other consumer loans primarily 9 consist of investment management secured lines of credit, installment loans and overdraft protection lines.
This significant law affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. 13 Key provisions of the Dodd-Frank Act are as follows: • eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts. • broadened the base for FDIC insurance assessments.
This significant law affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. Key provisions of the Dodd-Frank Act are as follows: • eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts. • broadened the base for FDIC insurance assessments.
Lines of credit, including asset-based lines, are typically collateralized by accounts receivable, inventory, or both, as well as other business assets. Commercial lines of credit and asset-based lines generally are reviewed on an annual basis and usually require either a borrowing base formula or reflect varying levels of repayment of principal during the course of a year.
Lines of credit, including asset-based lines, are typically collateralized by accounts receivable, inventory, or both, as well as other business assets. Commercial lines of credit and asset-based lines generally are reviewed on 8 an annual basis and usually require either a borrowing base formula or reflect varying levels of repayment of principal during the course of a year.
The Company has no investments that met the definition of Covered Funds under the foregoing rules. 14 Collins Amendment The Collins Amendment includes provisions which are intended to subject bank holding companies to the same capital requirements as bank subsidiaries and to eliminate, or significantly reduce, the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital.
The Company has no investments that met the definition of Covered Funds under the foregoing rules. Collins Amendment The Collins Amendment includes provisions which are intended to subject bank holding companies to the same capital requirements as bank subsidiaries and to eliminate, or significantly reduce, the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital.
It is the Bank’s general practice to obtain personal guarantees from the principals of the borrower on commercial real estate loans. Additionally, the Bank typically obtains financial statements from commercial real estate borrowers at least annually or as deemed appropriate based on size and risk associated with the loans.
It is the Bank’s general practice to obtain personal guarantees from the principals of the borrower on commercial real estate loans, when appropriate. Additionally, the Bank typically obtains financial statements from commercial real estate borrowers at least annually or as deemed appropriate based on size and risk associated with the loans.
These activities include, but are not limited to, operating a mortgage company, finance company, credit card company, factoring company, trust company or savings association; performing data processing operations; providing some securities brokerage services; acting as an investment or financial adviser; acting as an insurance agent for types of credit-related insurance; engaging in insurance underwriting under limited circumstances; leasing personal property on a full-payout, nonoperating basis; providing tax planning and preparation services; operating a collection agency and a credit bureau; and providing consumer financial counseling and courier services.
These activities include, but are not limited to, operating a mortgage company, finance company, credit card company, factoring company, trust company or savings association; performing data processing operations; providing some securities brokerage services; acting as an investment or financial adviser; acting as an insurance agent for types of credit-related insurance; engaging in insurance underwriting under limited circumstances; leasing personal property on a full-payout, non-operating basis; providing tax planning and preparation services; operating a collection agency and a credit bureau; and providing consumer financial counseling and courier services.
The Company and the Bank are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.
The Company and the Bank are responsible for, among other things, blocking accounts of, and transactions with, such targets 12 and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.
(The Company has included its web address and the SEC website address only as inactive textual references and does not intend them to be active links to the Company’s website or the SEC website.) 17
(The Company has included its web address and the SEC website address only as inactive textual references and does not intend them to be active links to the Company’s website or the SEC website.)
Rockland Trust’s competitive benefits include medical, dental and vision insurance, long-term disability insurance, life insurance, a 401(k) voluntary savings plan, an additional defined contribution retirement savings plan, paid time off, illness/personal time, paid parental leave, childcare assistance, wellness program RockFit, dedicated Employee Assistance Program, paid volunteer days, supplemental insurance, pet insurance, and more.
Rockland Trust’s competitive benefits include medical, dental and vision insurance, long-term disability insurance, life insurance, a 401(k) voluntary savings plan, an additional defined contribution retirement savings plan, paid time off, illness/personal time, paid parental leave, childcare assistance, tuition reimbursement, wellness program RockFit, dedicated Employee Assistance Program, paid volunteer days, supplemental insurance, pet insurance, and more.
See Note 18, “Regulatory Matters” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report for more information. FDIC Deposit Insurance The Bank’s deposit accounts are insured to the maximum extent permitted by law by the Deposit Insurance Fund (“DIF”), which is administered by the FDIC.
See Note 19, “Regulatory Matters” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report for more information. FDIC Deposit Insurance The Bank’s deposit accounts are insured to the maximum extent permitted by law by the Deposit Insurance Fund (“DIF”), which is administered by the FDIC.
The Bank’s residential real estate loans are generally originated under terms, conditions and documentation which permit sale in the secondary market. In order to protect the properties securing its residential and other real estate loans, the Bank requires title insurance protecting the priority of its mortgage lien, as well as fire, extended casualty, and flood insurance, when necessary.
The Bank’s residential real estate loans are generally originated under terms, conditions and documentation which permit sale in the secondary market. In order to protect the properties securing its residential mortgage loans, the Bank obtains title insurance protecting the priority of its mortgage lien, as well as fire, extended casualty, and flood insurance, when necessary.
Rockland Trust has been named one of the Boston Globe’s Top Places to Work for 16 years running and has continued to be the top-rated bank in its size category since 2015.
Rockland Trust has been named one of the Boston Globe’s Top Places to Work for 17 years running and has continued to be the top-rated bank in its size category since 2015.
The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor. • requires publicly traded companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments.
The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor. • requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments.
Regulation W Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under the Federal Reserve Act. The FDI Act applies Sections 23A and 23B to insured nonmember banks in the same manner and to the same extent as if they were members of the Federal Reserve System.
Regulation W Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under the Federal Reserve Act. The FDI Act applies Sections 23A and 23B to insured non-member banks in the same manner and to the same extent as if they were members of the Federal Reserve System.
In addition, a bank and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the bank or its subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies.
In addition, a bank and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the bank or its subsidiary, as those prevailing at the time for comparable transactions with non-affiliated companies.
The current environment has created additional considerations over office exposure as the development of hybrid work environments has reduced and may continue to reduce demand for large office spaces and as a result has reduced and may potentially continue to reduce the valuation of collateral to loans within this property type.
The current environment continues to create additional considerations over office exposure as the development of hybrid work environments has reduced and may continue to reduce demand for large office spaces and as a result has reduced and may potentially continue to reduce the valuation of collateral to loans within this property type.
The Bank offers secured and unsecured commercial loans for business purposes. Commercial loans may be structured as term loans or as revolving/nonrevolving lines of credit, and include overdraft protection and letters of credit. Secured loans may be collateralized by either owner or nonowner-occupied commercial mortgages or other assets.
The Bank offers secured and unsecured commercial loans for business purposes. Commercial loans may be structured as term loans or as revolving/non-revolving lines of credit, and include overdraft protection and letters of credit. Secured loans may be collateralized by either owner or non-owner-occupied commercial mortgages or other assets.
The Bank believes this portfolio is well diversified with loans secured by a variety of property types, such as nonowner-occupied commercial real estate, retail, office, industrial, warehouse, industrial development bonds and other special purpose properties, such as hotels, motels, nursing homes, restaurants, churches, and recreational facilities.
The Bank believes this portfolio is well diversified with loans secured by a variety of property types, such as non-owner-occupied commercial real estate, retail, office, industrial, warehouse, industrial development bonds and other special 7 purpose properties, such as hotels, motels, nursing homes, restaurants, churches, and recreational facilities.
The payment experience on nonowner-occupied commercial real estate projects is typically dependent on the successful operation of the real estate project, which can be significantly impacted by supply and demand conditions within the markets 7 for commercial, retail, office, industrial/warehouse and multi-family tenancy.
The payment experience on non-owner-occupied commercial real estate projects is typically dependent on the successful operation of the real estate project, which can be significantly impacted by supply and demand conditions within the markets for commercial, retail, office, industrial/warehouse and multi-family tenancy.
Colleagues are encouraged to recognize each other’s excellent internal and external customer service through a peer recognition, “You Make a Difference” award, of which 3,541 awards were earned in 2024. Managers are also provided the opportunity to recognize colleagues privately, through “Kudos” awards.
Colleagues are encouraged to recognize each other’s excellent internal and external customer service through a peer recognition, “You Make a Difference” award, of which 3,154 awards were earned in 2025. Managers are also provided the opportunity to recognize colleagues privately, through “Kudos” awards.
Regulation W generally excludes all nonbank and nonsavings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve decides to treat these subsidiaries as affiliates. Dodd-Frank Wall Street Reform and Consumer Protection Act In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
Regulation W generally excludes all non-bank and non-savings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve decides to treat these subsidiaries as affiliates. Dodd-Frank Wall Street Reform and Consumer Protection Act In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
Levels within the hierarchy of lending authorities range from individual lenders to the Company’s Loan Approval Committee.
Levels within the hierarchy of lending authorities range from individual lenders to the Company’s Loan Approval Committees.
In accordance with federal and state banking law, the Bank is permitted, with certain exceptions, to make loans and commitments to any one borrower, including related entities, in the aggregate amount of not more than 20% of the Bank’s stockholders’ equity, or $593.2 million at December 31, 2024, which is the Bank’s legal lending limit.
In accordance with federal and state banking law, the Bank is permitted, with certain exceptions, to make loans and commitments to any one borrower, including related entities, in the aggregate amount of not more than 20% of the Bank’s stockholders’ equity, or $775.1 million at December 31, 2025, which is the Bank’s legal lending limit.
Security Corporation; • RTC LIHTC Investments LLC and Rockland MHEF Fund LLC, established to invest primarily in Massachusetts-based low-income housing tax credit projects; • Rockland Trust Phoenix LLC, formed for the purpose of holding, maintaining, and disposing of certain foreclosed properties; • Bright Rock Capital Management LLC, which was established to act as a registered investment advisor under the Investment Advisors Act of 1940; and • Compass Exchange Advisors LLC, which was established to provide like-kind exchange services pursuant to section 1031 of the Internal Revenue Code of 1986, as amended.
Security Corporation; • RTC LIHTC Investments LLC, and Rockland MHEF Fund LLC, established to invest primarily in Massachusetts-based low-income housing tax credit projects; • EBTC NMTC Investment Fund - CHC, LLC, established to invest in qualified community development entity new markets tax credit financing; • Rockland Trust Phoenix LLC, formed for the purpose of holding, maintaining, and disposing of certain foreclosed properties; • Bright Rock Capital Management LLC, which was established to act as a registered investment advisor under the Investment Advisors Act of 1940; and, • Compass Exchange Advisors LLC, which was established to provide like-kind exchange services pursuant to section 1031 of the Internal Revenue Code of 1986, as amended.
In addition to the Boston Globe’s ranking, Rockland Trust has been recognized as a “Best Place to Work” for LGBTQ Equality, scoring 100% on the Human Rights Campaign’s Corporate Equality Index since 2016. 15 As of December 31, 2024, Rockland Trust employed 1,837 total colleagues, 817 of whom are officers of the Bank.
In addition to the Boston Globe’s ranking, Rockland Trust has been recognized as a “Best Place to Work” for LGBTQ Equality, scoring 100% on the Human Rights Campaign’s Corporate Equality Index since 2016. As of December 31, 2025, Rockland Trust employed 2,294 total colleagues, 1,019 of whom are officers of the Bank.
Colleagues are invited to participate in the Company’s online learning offerings and facilitator-led training opportunities. Rockland Trust also offers Tuition Reimbursement through a decades-long partnership with Cambridge College Global and other colleges and universities. The partnership with Cambridge College Global allows part-time and full-time colleagues to earn their degree at discounted tuition rates, making it virtually cost-free.
Colleagues are invited to participate in RT University’s online learning offerings and facilitator-led training opportunities. Rockland Trust also offers tuition reimbursement through a decades-long partnership with Bay Path University and other colleges and universities. The partnership with Bay Path University allows part-time and full-time colleagues to earn their degree at discounted tuition rates, making it virtually cost-free.
The following pie chart shows the diversification of the commercial and industrial portfolio as of December 31, 2024: 8 Select Statistics Regarding the Commercial and Industrial Portfolio (Dollars in thousands) Average loan size (excluding floor plan tranches) $ 558 Largest individual commercial and industrial loan outstanding $ 46,614 Commercial and industrial nonperforming loans/commercial and industrial loans 0.46 % Consumer Loans The Bank’s consumer portfolio consists of real estate loans comprised of residential mortgages and home equity loans and lines, all secured by one-to-four family residential properties, as well as other consumer loans.
The following pie chart shows the diversification of the commercial and industrial portfolio as of December 31, 2025: Select Statistics Regarding the Commercial and Industrial Portfolio (Dollars in thousands) Average loan size (excluding floor plan tranches) $ 231 Largest individual commercial and industrial loan outstanding $ 45,373 Commercial and industrial non-performing loans/commercial and industrial loans 0.20 % Consumer Loans The Bank’s consumer portfolio consists of real estate loans comprised of residential mortgages and home equity loans and lines, all secured by one-to-four family residential properties, as well as other consumer loans.
The following pie chart shows the diversification of the commercial real estate portfolio as of December 31, 2024: * Inclusive of commercial construction balances Select Statistics Regarding the Commercial Real Estate Portfolio (Dollars in thousands) Average loan size $ 1,939 Largest individual commercial real estate mortgage outstanding $ 60,609 Commercial real estate nonperforming loans/commercial real estate loans 0.99 % Commercial and industrial loans consist of both term loans and revolving or non-revolving lines of credit.
The following pie chart shows the diversification of the commercial real estate portfolio as of December 31, 2025: * Inclusive of commercial construction balances Select Statistics Regarding the Commercial Real Estate Portfolio (Dollars in thousands) Average loan size $ 1,917 Largest individual commercial real estate mortgage outstanding $ 59,366 Commercial real estate non-performing loans/commercial real estate loans 0.56 % Commercial and industrial loans consist of both term loans and revolving or non-revolving lines of credit.
The partnership also includes access to Cambridge College Global professors who facilitate many of our training programs. Our leadership philosophy is created using Gestalt-based leadership principles, developed by the Gestalt International Study Center (“GISC”).
The partnership also includes access to Bay Path University professors who facilitate many of the Company’s training programs. The Company’s leadership philosophy is created using Gestalt-based leadership principles, developed by the Gestalt International Study Center (“GISC”).
Accordingly, under the Collins Amendment, trust preferred securities are generally excluded from regulatory capital, except in certain instances based upon asset thresholds established under the Collins Amendment. Consumer Protection Regulations As a financial institution with more than $10 billion in assets, the Bank is supervised by the CFPB for consumer protection purposes.
Accordingly, under the Collins Amendment, trust preferred securities are generally excluded from regulatory capital, except in certain instances based upon asset thresholds established under the Collins Amendment. Consumer Protection Regulations The Bank is supervised by the CFPB for consumer protection purposes.
The Company provides its shareholders with the opportunity to vote on executive compensation every year. • broadened the scope of derivative instruments, and the Company is subject to increased regulation of its derivative business, including record-keeping, reporting requirements, and heightened supervision. • created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws.
The Company provides its shareholders with the opportunity to vote on executive compensation every year. 13 • broadened the scope of derivative instruments, and the Company is subject to increased regulation of its derivative business, including record-keeping, reporting requirements, and heightened supervision. • created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws. • debit card and interchange fees must be reasonable and proportional to the issuer’s cost for processing the transaction.
The consumer real estate loan portfolio at December 31, 2024 was as follows: Select Statistics Regarding the Consumer Portfolio (Dollars in thousands) Average loan size $ 116 Largest individual consumer loan outstanding $ 5,290 Consumer nonperforming loans/consumer loans 0.35 % Sources of Funds The Bank’s primary sources of funds are derived from deposits and to a lesser extent, borrowings as well as the amortization, prepayment, and maturities of loans and securities.
The consumer loan portfolio at December 31, 2025 was as follows: Select Statistics Regarding the Consumer Portfolio (Dollars in thousands) Average loan size $ 123 Largest individual consumer loan outstanding $ 8,490 Consumer non-performing loans/consumer loans 0.48 % Sources of Funds The Bank’s primary sources of funds are derived from deposits and to a lesser extent, borrowings as well as the amortization, prepayment, and maturities of loans and securities.
Independent appraisers assess properties securing all of the Bank’s first mortgage real estate loans, as required by regulatory standards. Home equity loans and lines may be secured by a first or second mortgage on the borrower’s residence, second home or residential investment properties.
Independent appraisers assess properties securing the Bank’s residential mortgages in accordance with regulatory standards. Home equity loans and lines may be secured by a first or second mortgage on the borrower’s residence, second home or residential investment properties.
The Bank’s largest relationship as of December 31, 2024 consisted of 11 loans with an aggregate exposure of $157.8 million.
The Bank’s largest relationship as of December 31, 2025 consisted of 56 loans with an aggregate exposure of $168.8 million.
Rockland Trust deliberately nurtures an inclusive workplace so that each employee is valued and respected. The Company believes creating this culture enables the Company to better perform for its customers and the communities in which it operates. The Company is committed to respecting all colleagues as individuals and to be courteous and considerate to each colleague.
The Company believes creating this culture enables the Company to better perform for its customers and the communities in which it operates. The Company is committed to respecting all colleagues as individuals and to be courteous and considerate to each colleague. Rockland Trust strives to ensure colleagues have an opportunity to be heard, valued and engaged.
The Bank provides a wide range of banking, investment and financial services, operating with over 120 retail branches, as well as a network of commercial and residential lending centers, and investment management offices primarily in Eastern Massachusetts, Worcester County, and Rhode Island. Rockland Trust also offers a full suite of mobile, online, and telephone banking services.
The Bank provides a wide range of banking, investment and financial services, operating with over 150 retail branches, as well as a network of commercial and residential lending centers, and investment management offices primarily in Eastern Massachusetts, as well as in Worcester County, southern New Hampshire, and Rhode Island.
The Company expects that the new U.S. presidential administration will seek to implement a regulatory reform agenda that is significantly different than that of the prior administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, which could, in turn, have a material effect on the Company’s business.
Additionally, the current federal administration is implementing a regulatory reform agenda that is significantly different than that of the prior administration which affects the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, which could, in turn, have a material effect on the Company’s business.
The Company’s largest business units, in terms of total headcount, include Retail, Commercial, and Operations, employing 42.4%, 16.7% and 8.3% of colleagues, respectively. Other business units include Audit, Corporate Services, Executive, Executive Administration, Finance, Human Resources, Investment Management Group, Information Technology, Loan Operations, Marketing, Mortgage, and Risk. Rockland Trust’s average full time equivalent was 1,775, as of December 31, 2024.
The Company’s largest business units, in terms of total headcount, include Retail, Commercial, and Operations, employing 42.9%, 17.3% and 7.8% of colleagues, respectively. Other business units include Audit, Consumer Lending, Corporate Services, Executive, Executive Administration, Finance, Human Resources, Investment Management Group, Information Technology, Loan Operations, Marketing, Mortgage, and Risk.
Bank Secrecy Act The Bank Secrecy Act requires financial institutions to monitor account activity, keep records and file reports that are determined to have a high degree of usefulness in criminal, tax and regulatory matters, and to implement anti-money laundering programs and compliance procedures. 12 USA Patriot Act The Patriot Act strengthens U.S. law enforcement’s and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts.
Bank Secrecy Act The Bank Secrecy Act requires financial institutions to monitor account activity, keep records and file reports that are determined to have a high degree of usefulness in criminal, tax and regulatory matters, and to implement anti-money laundering programs and compliance procedures.
Rockland Trust’s 123 branch locations feature expanded use of video-tellers, and are supplemented by internet and mobile banking services as well as automated teller machine (“ATM”) cards and debit cards which may be used to conduct various banking transactions at ATMs maintained at each of the Bank’s full-service offices and 55 additional remote ATM locations.
Rockland Trust’s 151 branch locations are supplemented by internet and mobile banking services as well as ATM cards and debit cards which may be used to conduct various banking transactions at ATMs maintained at each of the Bank’s full-service offices an d 57 ad ditional remote ATM locations.
In order to celebrate the academic achievements of colleagues, an annual celebration is hosted by the Company’s Chief Executive Officer to honor degree and certification recipients for that year.
In order to celebrate the academic achievements of colleagues, an annual celebration is hosted by the Company’s Chief Executive Officer to honor degree and certification recipients for that year. Colleagues are also recognized for extraordinary efforts through annual “Shining Star” awards and other awards at the annual all employee meeting.
The Bank’s primary footprint for branch presence and deposit gathering is generally comprised of Eastern Massachusetts and Worcester County. Lending Activities The Bank’s gross loan portfolio (loans before allowance for credit losses) amounted to $14.5 billion on December 31, 2024, or 74.9% of total assets. The Bank’s borrowers primarily consist of small-to-upper middle market sized businesses and consumers.
Lending Activities The Bank’s gross loan portfolio (loans before allowance for credit losses) amounted to $18.5 billion on December 31, 2025, or 74.3% of total assets. The Bank’s borrowers primarily consist of small-to-upper middle market sized businesses and consumers.
Loan Portfolio The following table shows the balance of the gross average loan portfolio by category, the percentage of the gross average loan portfolio, and the percentage of total interest income that the loans generated, by category, for the fiscal years indicated: Average Balance for the Year Ended % of Total Loans % of Total Interest Income Generated for the Years Ended December 31, December 31, 2024 2024 2023 2022 (Dollars in thousands) Commercial $ 10,778,807 75.1 % 70.9 % 71.5 % 72.9 % Consumer real estate 3,549,712 24.7 % 21.4 % 20.0 % 16.7 % Other consumer 33,761 0.2 % 0.3 % 0.3 % 0.3 % Total $ 14,362,280 100.0 % 92.6 % 91.8 % 89.9 % Commercial Loans Commercial loans consist of commercial real estate loans, commercial construction loans, commercial and industrial loans, and small business loans (which generally consist of loans to businesses with commercial credit needs of less than or equal to $750,000).
Loan Portfolio The following table shows the balance of the gross average loan portfolio by category, the percentage of the gross average loan portfolio, and the percentage of total interest income that the loans generated, by category, for the fiscal years indicated: Average Balance for the Year Ended % of Total Loans % of Total Interest Income Generated for the Years Ended December 31, December 31, 2025 2025 2024 2023 (Dollars in thousands) Commercial $ 12,540,596 76.1 % 70.1 % 70.9 % 71.5 % Consumer real estate 3,904,934 23.7 % 19.9 % 21.4 % 20.0 % Other consumer 39,286 0.2 % 0.3 % 0.3 % 0.3 % Total $ 16,484,816 100.0 % 90.3 % 92.6 % 91.8 % Commercial Loans Commercial loans consist of commercial real estate loans, commercial construction loans, commercial and industrial loans, and the various categories also includes small business loans (which generally consist of loans to businesses with commercial credit needs of less than or equal to $750,000) which are classified within these commercial categories as appropriate based upon the securing collateral.
Colleagues are also offered a full suite of learning and development programs designed to support professional growth and career advancement. Formal colleague development programs include the Rising Stars Development Program (for entry-level colleague career advancement), Strategies and Tactics for Emerging Professionals, the Commercial Lender Development Program, and the Retail Management Training Program.
Formal colleague development programs include the Rising Stars Development Program (for entry-level colleague career advancement), Strategies and Tactics for Emerging Professionals, the Commercial Lender Development Program, and the Retail Management Training Program.
It is uncertain the extent to which any such additional future assessments could impact the Company’s future deposit insurance expense. Community Reinvestment Act (“CRA”) Pursuant to the CRA and similar provisions of Massachusetts law, regulatory authorities review the performance of the Company and the Bank in meeting the credit needs of the communities served by the Bank.
Community Reinvestment Act (“CRA”) Pursuant to the Federal CRA and similar provisions of Massachusetts law, regulatory authorities review the performance of the Company and the Bank in meeting the credit needs of the communities served by the Bank.
The Bank’s mobile banking services give customers the ability to use a variety of mobile devices to check balances, track account activity, pay bills, search transactions, and set up alerts for text or e-mail messages for changes in their account. 10 Customers can also transfer funds between Rockland Trust accounts, deposit checks into their account, and identify the nearest branch or ATM directly from their mobile device.
The ATM cards and debit cards also allow customers access to a variety of national and international ATM networks. The Bank’s mobile banking services give customers the ability to use a variety of mobile devices to check balances, track account activity, pay bills, search transactions, and set up alerts for text or e-mail messages for changes in their account.
These voluntary, employee-led groups join together to provide opportunities for colleagues to network and engage with one another as well as to get involved in educational and social engagements, including collective charitable works.
Rockland Trust offers six Employee Resource Groups which are open to all employees: Inclusion Network, EmpowHer Alliance, Pride Alliance, Unidos, Momentum, and The Money Circle. These voluntary, employee-led groups join together to provide opportunities for colleagues to network and engage with one another as well as to get involved in educational and social engagements, including collective charitable works.
Competitive factors considered in attracting and retaining deposits include deposit and investment products and their respective rates of return, brand awareness, liquidity, and risk, among other factors, such as convenient branch locations and hours of operation, personalized customer service, online and mobile access to accounts and automated teller machines. 6 The Bank’s market area is attractive and entry into the market area by financial institutions previously not competing there has occurred and may continue to occur, which could impact the Bank’s growth or profitability.
Competitive factors considered in attracting and retaining deposits include deposit and investment products and their respective rates of return, brand awareness, liquidity, and risk, among other factors, such as convenient branch locations and hours of operation, personalized customer service, online and mobile access to accounts and automated teller machines (“ATM”).
Colleague Engagement Rockland Trust is committed to a culture of inclusion, respect, teamwork, and employee engagement. Colleagues are provided with competitive compensation, a comprehensive benefits package and an environment that supports a healthy work-life balance. The Company surveys its colleagues quarterly and annually utilizing effective listening and feedback tools to monitor colleague sentiments around the work experience.
Rockland Trust’s average full time equivalent was 2,219, as of December 31, 2025. Colleague Engagement Rockland Trust is committed to a culture of inclusion, respect, teamwork, and employee engagement. Colleagues are provided with competitive compensation, a comprehensive benefits package and an environment that supports a healthy work-life balance.
In attracting deposits, the Bank’s primary competitors are savings banks, commercial and co-operative banks, credit unions, internet banks, as well as other nonbank institutions that offer financial alternatives such as brokerage firms and insurance companies.
Competitive factors considered for loan generation include interest rates, terms offered, loan fees charged, loan products offered, services provided, and geographic locations and a simplified application process. 6 In attracting deposits, the Bank’s primary competitors are savings banks, commercial and co-operative banks, credit unions, internet banks, as well as other non-bank institutions that offer financial alternatives such as brokerage firms and insurance companies.
To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. A change in applicable statutes, regulations or regulatory policy may have a material effect on the Company’s business.
A change in applicable statutes, regulations or regulatory policy may have a material effect on the Company’s business.
In total, the Bank and our affiliated foundation contributed over $4.3 million to over 1,000 local nonprofit and community organizations. In addition, Rockland Trust employees volunteered over 23,000 service hours in our communities in 2024. Commitment to Relationships At Rockland Trust, management believes each relationship matters, and that statement goes far beyond the Company’s customers.
In addition, Rockland Trust employees volunteered over 37,500 service hours in our communities in 2025. Commitment to Relationships At Rockland Trust, management believes each relationship matters, and that statement goes far beyond the Company’s customers. Rockland Trust deliberately nurtures an inclusive workplace so that each employee 16 is valued and respected.
The impact of the Patriot Act on financial institutions of all kinds is significant and wide-ranging.
USA Patriot Act The Patriot Act strengthens U.S. law enforcement’s and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts. The impact of the Patriot Act on financial institutions of all kinds is significant and wide-ranging.
The Company is frequently recognized for being a top workplace in areas such as employee appreciation, professional development, and work-life flexibility. According to a recent internal survey, 84% of colleagues would recommend working at Rockland Trust.
The Company surveys its colleagues quarterly and annually utilizing effective 15 listening and feedback tools to monitor colleague sentiments around the work experience. The Company is frequently recognized for being a top workplace in areas such as employee appreciation and well-being, professional development, and work-life flexibility.
At December 31, 2024, the Company had total assets of $19.4 billion, total deposits of $15.3 billion, and stockholders’ equity of $3.0 billion. Subsidiaries At December 31, 2024, Independent Bank Corp.’s consolidated subsidiaries included the Company’s banking subsidiary, Rockland Trust, which is the Company’s only reportable operating segment.
The transaction qualified as a tax-free reorganization for federal income tax purposes and provided a tax-free exchange for Enterprise stockholders for the portion of the transaction consideration consisting of the Company’s common stock. Subsidiaries At December 31, 2025, Independent Bank Corp.’s consolidated subsidiaries included the Company’s banking subsidiary, Rockland Trust, which is the Company’s only reportable operating segment.
Colleagues are also recognized for extraordinary efforts through annual “Shining Star” awards and other awards at the annual all employee meeting. 16 Community Outreach In 2024, the affiliated charitable foundation of Rockland Trust, Rockland Trust Charitable Foundation Inc., donated approximately $2.5 million to over 330 nonprofit organizations throughout the Company’s footprint.
Community Outreach In 2025, the affiliated charitable foundation of Rockland Trust, Rockland Trust Charitable Foundation Inc., donated approximately $2.3 million to over 340 non-profit organizations throughout the Company’s footprint. In total, the Bank and its affiliated foundation contributed over $4.8 million to over 1,100 local non-profit and community organizations.
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Competitive factors considered for loan generation include interest rates, terms offered, loan fees charged, loan products offered, services provided, and geographic locations and a simplified application process.
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Rockland Trust also offers a full suite of mobile, online, and telephone banking services. At December 31, 2025, the Company had total assets of $24.9 billion, total deposits of $20.1 billion, and stockholders’ equity of $3.6 billion. On July 1, 2025, the Company completed the acquisition of Enterprise Bancorp, Inc. (“Enterprise”).
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The current environment has created additional considerations over office exposure as the development of hybrid work environments has reduced and may continue to reduce demand for large office spaces and as a result has reduced and may potentially continue to reduce the valuation of collateral to loans within this property type.
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For each share of Enterprise common stock, Enterprise stockholders had the right to receive 0.60 shares of the Company’s common stock and $2.00 in cash, with cash paid in lieu of fractional shares.
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The ATM cards and debit cards also allow customers access to a variety of national and international ATM networks.
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Total consideration was $503.1 million and consisted of $477.2 million of equity (7,478,906 shares) of the Company’s common stock, plus $25.9 million in cash, including cash paid for stock option cancellations and fractional shares.
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In November 2023, the FDIC Board of Directors approved a final rule to implement a special assessment to recover losses to the DIF associated with protecting uninsured depositors following the closures of three prominent financial institutions in 2023.
Added
The Bank’s market area is attractive and entry into the market area by financial institutions previously not competing there has occurred and may continue to occur, which could impact the Bank’s growth or profitability. The Bank’s primary footprint for branch presence and deposit gathering is comprised of Eastern Massachusetts, Worcester County, and southern New Hampshire.
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The charge was determined by applying a quarterly assessment rate to the Bank’s assessment base, which was defined as the estimated uninsured deposits exceeding $5 billion at December 31, 2022, to be paid over eight quarters beginning in the first quarter of 2024.
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Customers can also transfer funds between Rockland Trust accounts, deposit 10 checks into their account, and identify the nearest branch or ATM directly from their mobile device. Rockland Trust also offers person-to-person payment capabilities, allowing for simple and secure funds transfers between most banks and credit unions.
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In June 2024, due to the increased estimate of losses, the FDIC announced that it expected the special assessment to be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.
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Although the future authority of the CFPB is not clear under the current federal administration, if adopted, 14 new CFPB regulations, and changes to CFPB regulations and enforcement priorities, could have a material impact on our compliance costs, compliance risk, and operations of the Bank.
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This updated assessment was made under the FDIC’s final rule whereby the estimated loss pursuant to the systemic risk determination can be periodically adjusted. The FDIC has also retained the ability to cease collection early, extend the special assessment collection period, and/or impose a final shortfall special assessment.
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According to a June 2025 internal survey, 84% of colleagues would recommend working at Rockland Trust.
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With total assets in excess of $10 billion, the Company is classified as a large bank and therefore subject to direct supervision and examination by the CFPB. • debit card and interchange fees must be reasonable and proportional to the issuer’s cost for processing the transaction.
Added
In 2025, Rockland Trust University (“RT University”) was established to create a holistic learning environment by centralizing training and development resources to better support and enhance the skills and capabilities needed for the Company’s workforce.
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As of December 31, 2024, 87% of the managers at Rockland Trust have completed this training program with remaining managers, having been newly hired or promoted within the last year, slated to participate in 2025.
Added
Through RT University, colleagues are offered a full suite of learning and development programs designed to support professional growth and career advancement in areas such as communication skills, critical thinking, and digital and data skills.
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There has been an established inclusion program designed to ensure colleagues are valued and respected at the Company for over 19 years, and this program continues to grow and evolve.
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In 2024, for the second year in a row, the Company invited managers and leaders to participate on a voluntary basis in an “Inclusive Leadership” program designed to offer managers and leaders ideas about new ways to engage, involve, respect, and value the varied perspectives and contributions of all team members.
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Rockland Trust strives to ensure colleagues have an opportunity to be heard, valued and engaged. Rockland Trust offers five Employee Resource Groups (“ERGs”) which are open to all employees: Inclusion Network, EmpowHer Alliance, Pride Alliance, Unidos, and The Money Circle.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLegislation and regulation governing the privacy and protection of personal information of individuals (including customers, employees, suppliers and other third parties) have been evolving, expanding and increasing in complexity in recent years, and although the Company makes and will continue to make reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that the Company will not be subject to regulatory action or monetary penalties in the event of an incident. 25 For example, the Company is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on the ability to share nonpublic personal information about customers with nonaffiliated third parties; (ii) requires that the Company provide certain disclosures to customers about its information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain exceptions); and (iii) requires that the Company develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on its size and complexity, the nature and scope of its activities, and the sensitivity of customer information processed by the Company, as well as plans for responding to data security breaches.
Biggest changeThe Company is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on the ability to share non-public personal information about customers with non-affiliated third parties; (ii) requires that the Company provide certain disclosures to customers about its information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by the Company with non-affiliated third parties (with certain exceptions); and (iii) requires that the Company develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on its size and complexity, the nature and scope of its activities, and the sensitivity of customer information processed by the Company, as well as plans for responding to data security breaches.
If the assumptions underlying the determination of its allowance for credit losses prove to be incorrect, the current allowance for credit losses may not be sufficient to cover losses inherent in the Company’s loan portfolio and an adjustment may be necessary to allow for different economic conditions or adverse developments in its loan portfolio.
If the assumptions underlying the determination of the Company’s allowance for credit losses prove to be incorrect, the current allowance for credit losses may not be sufficient to cover losses inherent in the Company’s loan portfolio and an adjustment may be necessary to allow for different economic conditions or adverse developments in its loan portfolio.
A downturn in the real estate market in the Company’s primary market areas could result in an increase in the number of borrowers who default on loans and a reduction in the value of the collateral securing loans, which in turn could have an adverse effect on the Company’s profitability and asset quality.
A real estate downturn in the Company’s primary market areas could result in an increase in the number of borrowers who default on loans and a reduction in the value of the collateral securing loans, which in turn could have an adverse effect on the Company’s profitability and asset quality.
A successful challenge to an institution’s performance under the CRA and other fair lending laws and regulations could result in, among other sanctions, the required payment of damages and civil monetary penalties, injunctive relief, imposition of restrictions on acquisitions and restrictions on expansion.
A successful challenge to an institution’s performance under the CRA and fair lending laws and regulations could result in, among other sanctions, the required payment of damages and civil monetary penalties, injunctive relief, imposition of restrictions on acquisitions and restrictions on expansion.
Regulatory inquiries, actual or alleged incidents of employee misconduct and rumors, among other things, can substantially damage the Company’s reputation, even if the inquiries, allegations, or rumors are baseless or satisfactorily addressed.
Regulatory inquiries and actual or alleged incidents of employee misconduct and rumors, among other things, can substantially damage the Company’s reputation, even if the inquiries, allegations, or rumors are baseless or satisfactorily addressed.
The Company has established processes and procedures intended to identify, measure, monitor and report the types of risk to which it is subject, including strategic and emerging risk, culture risk, credit risk, liquidity risk, market and interest rate risk, operations risk, reputation risk, compliance risk, and technology and cyber risk.
The Company has established processes and procedures intended to identify, measure, monitor and report the types of risk to which it is subject, including strategic and emerging risk, culture/reputation risk, credit risk, liquidity risk, market and interest rate risk, operations risk, compliance risk, and technology and cyber risk.
The Company has strong competition within its market area which may constrain the Company’s ability to grow and achieve profitability. The Company faces significant competition both in attracting deposits and in the origination of loans. See “Market Area and Competition” in Item 1. Business of this Report.
The Company has strong competition within its market area which may constrain the Company’s ability to grow and achieve profitability. The Company faces significant competition in its market area both in attracting deposits and in the origination of loans. See “Market Area and Competition” in Item 1. Business of this Report.
Additionally, the Company’s market area includes coastal regions that are susceptible to adverse weather conditions and natural disasters which cannot be predicted and may be exacerbated by global climate change, including, but not to limited to, rain storms, hurricanes, blizzards and nor’easters and related flooding and wind damage.
Additionally, the Company’s market area includes coastal regions that are susceptible to adverse weather conditions and natural disasters which cannot be predicted and may be exacerbated by global climate change, including, but not limited to, rain storms, hurricanes, blizzards and nor’easters and related flooding and wind damage.
The Company expects risk exposure to cyber-attacks will remain elevated or increase in the future due to, among other things, the increasing size and prominence of the Company in the financial services industry, its expansion of internet and mobile banking tools and products based on customer needs, and its increasing use of operational software hosted on the 24 Internet as more and more software solutions used in the Company’s operations migrate from solutions hosted within the Company’s firewalls to internet-hosted solutions at third-party locations.
The Company expects risk exposure to cyber-attacks will remain elevated or increase in the future due to, among other things, the increasing size and prominence of the Company in the financial services industry, its expansion of internet and mobile banking tools and products based on customer needs, and its increasing use of operational software hosted on the Internet as more and more software solutions used in the Company’s operations migrate from solutions hosted within the Company’s firewalls to internet-hosted solutions at third-party locations.
Tariffs, retaliatory tariffs or other trade restrictions on products and materials that customers import or export, including tariffs imposed by the new U.S. presidential administration, or a trade war or other related governmental actions related to tariffs, international trade agreements or policies or other trade restrictions have the potential to negatively impact the Company’s and/or the Bank's customers' costs, demand for the Bank's customers' products, and/or the U.S. economy or certain sectors thereof and, thus, could adversely impact the Company’s business, financial condition and results of operations.
Tariffs, retaliatory tariffs or other trade restrictions on products and materials that customers import or export, including tariffs imposed by the U.S. presidential administration, or a trade war or other related governmental actions related to tariffs, international trade agreements or policies or other trade restrictions have the potential to negatively impact the Company’s and/or the Bank’s customers’ costs, demand for the Bank’s customers’ products, and/or the U.S. economy or certain sectors thereof and, thus, could adversely impact the Company’s business, financial condition and results of operations.
Conversely, in a period of rising interest rates, the interest income earned on the Company’s assets may not increase as rapidly as the interest that the Company pays on its liabilities. Additionally, increases in interest rates may decrease loan demand or make it more difficult for borrowers to repay variable rate loans.
Conversely, in a period of rising interest rates, the interest income earned on the Company’s assets may 18 not increase as rapidly as the interest that the Company pays on its liabilities. Additionally, increases in interest rates may decrease loan demand or make it more difficult for borrowers to repay variable rate loans.
These laws and regulations require the Company, among other things, to adopt and enforce “know-your-customer” policies and procedures and to report suspicious and large transactions to applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel and have become the subject of enhanced government supervision.
These laws and regulations require the Company, among other things, to adopt and enforce “know-your-customer” policies and procedures and to report suspicious transactions to applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel and have become the subject of enhanced government supervision.
Some investors, investor advocacy groups and investment funds are focused on ESG practices, especially as they relate to the environment, climate change, diversity and inclusion, workplace conduct and human capital management. These stakeholders often have differing priorities and expectations regarding ESG issues, and in some cases conflicting priorities.
Some investors, investor advocacy groups and investment funds are focused on these practices, especially as they relate to the environment, climate change, diversity and inclusion, workplace conduct and human capital management. These stakeholders often have differing priorities and expectations regarding these issues, and in some cases conflicting priorities.
To the extent the Company fails to fully comply with applicable laws and regulations, banking agencies have the authority to impose fines and other penalties on the Company. In addition, the Company’s business and reputation could suffer if customers use its banking network for money laundering or illegal or improper purposes.
To the extent the Company fails to fully comply with applicable laws and regulations, banking agencies have the authority to impose fines and other penalties on the Company. In addition, the Company’s business and reputation could suffer if customers use its banking network for money laundering or illegal purposes.
The Company regularly reviews and updates the Company’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
The Company regularly reviews and updates the Company’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any 26 system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
Although the Company pursues an asset/liability management strategy designed to manage its risk arising from changes in interest rates, the Company’s strategy may not be fully effective, or may be effective in part, and changes in market interest rates can have a material adverse effect on the Company’s profitability.
Although the Company pursues an asset/liability management strategy designed to manage its risk arising from changes in interest rates, the Company’s strategy may not be fully effective, or may only be effective in part, and changes in market interest rates can have a material adverse effect on the Company’s profitability.
Further, if the Company is required to liquidate collateral securing a loan to satisfy the related debt during a period of reduced real estate values, the Company may experience higher credit losses than expected and its earnings and shareholders’ equity could be adversely affected.
Further, if the Company is required to liquidate collateral securing a loan to satisfy the related debt during a period of reduced real estate values, the Company may experience higher credit losses and costs than expected and its earnings and shareholders’ equity could be adversely affected.
The Company identified the accounting policies regarding the allowance for credit losses, security valuations and allowance for credit losses, valuation of goodwill, and income taxes to be critical because these policies require management to make difficult, subjective and complex judgments, estimates and assumptions about matters that are inherently uncertain.
The Company has identified the accounting policies regarding the allowance for credit losses, security valuations and allowance for credit losses, valuation of goodwill, and income taxes to be critical because these policies require management to make difficult, subjective and complex judgments, estimates and assumptions about matters that are inherently uncertain.
The Company’s liquidity is derived primarily from funding obtained from the FHLB of Boston; retail deposit growth and retention; principal and interest payments on loans; principal and interest payments on investment securities the Company issues; sale, maturity and prepayment of investment securities the Company holds; net cash provided from operations; and access to other funding sources.
The Company’s liquidity is derived primarily from funding obtained from the FHLB of Boston; retail core deposit growth and retention; principal and interest payments on loans; principal and interest payments on investment securities the Company issues; sale, maturity and prepayment of investment securities the Company holds; net cash provided from operations; and access to other funding sources.
Similarly, if the Company deems all or part of its investment in FHLB of Boston stock impaired, such action could have a material adverse effect on the Company’s results of operations or financial condition. Reductions in the value of the Company’s deferred tax assets could adversely affect the Company’s results of operations.
Similarly, if the Company deems all or part of its investment in FHLB of Boston stock impaired, such action could have a material adverse effect on the Company’s results of operations or financial condition. 23 Reductions in the value of the Company’s deferred tax assets could adversely affect the Company’s results of operations.
Significant operational costs and damages or reputational harm may occur if the Company fails to identify and prevent or effectively mitigate, or there is a delay in identifying, a cyber-attack on its systems or those of its third-party service providers.
Significant operational costs and damages or reputational harm may occur if the Company fails to identify and prevent or effectively mitigate, or there is a delay in identifying or mitigating, a cyber-attack on its systems or those of its third-party service providers.
The Company is subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or an incident involving personal, confidential, or proprietary information of individuals could damage the Company’s reputation and otherwise adversely affect the Company’s results of operations and financial condition.
The Company is subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or an incident involving personal, confidential, or proprietary information of individuals could damage the Company’s reputation and otherwise adversely affect its results of operations and financial condition.
Commercial real estate loans and small business loans generally expose the Company to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans typically 19 depends on the successful operation of the property and the continuity of tenant rental payments.
Commercial real estate loans and small business loans generally expose the Company to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans typically depends on the successful operation of the property and the continuity of tenant rental payments.
These strategic initiatives and investments may introduce new costs or liabilities which could impact the Company’s ability to grow or maintain acceptable performance. The Company may be unable to 22 integrate systems, personnel or technologies from its strategic investments and initiatives.
These strategic initiatives and investments may introduce new costs or liabilities which could impact the Company’s ability to grow or maintain acceptable performance. The Company may be unable to integrate systems, personnel or technologies from its strategic investments and initiatives.
The success of the Company is dependent on the Company’s ability to attract, hire and retain certain key personnel. The Company’s business is complex and specialized and performance is largely dependent on the knowledge, talents and efforts of highly skilled individuals.
The success of the Company is dependent on the Company’s ability to attract, hire and retain key personnel. The Company’s business is complex and specialized and performance is largely dependent on the knowledge, talents and efforts of highly skilled individuals.
There have been, and may be in the future, changes and discussions with respect to U.S. and international trade policies, legislation, treaties and tariffs, embargoes, sanctions and other trade restrictions.
There have been, and may be in the future, extensive changes and discussions with respect to U.S. and international trade policies, legislation, treaties and tariffs, embargoes, sanctions and other trade restrictions.
Additionally, the occurrence of these events could harm the Company’s operations thorough interference with communications, including the interruption or loss of its computer systems which could prevent the gathering of deposits, originating loans and processing and controlling business flow, as well as through the destruction of facilities and operational, financial and management information systems, and could cause us to incur significant costs to repair any resulting damage to the Company’s property or business relationships. 28 ITEM 1B.
Additionally, the occurrence of these events could harm the Company’s operations thorough interference with communications, including the interruption or loss of its computer systems which could prevent the gathering of deposits, originating loans and processing and controlling business flow, as well as through the destruction of facilities and operational, financial and management information systems, and could cause us to incur significant costs to repair any resulting damage to the Company’s property or business relationships.
Although the Company maintains an insurance policy covering these sorts of cyber risks, there can be no assurance that this policy will afford coverage for all possible losses or would be adequate to cover all financial losses, damages, and penalties, including lost revenues, should the Company experience any system failure or cyber-attack in one or more Company or third-party systems.
Although the Company maintains an insurance policy covering cyber risks, there can be no assurance that this policy will afford coverage for all possible losses or would be adequate to cover all financial losses, damages, and penalties, including lost revenues, should the Company experience any system failure or cyber-attack in one or more Company or third-party systems.
Congress, or the Massachusetts legislature could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows. In addition, personnel changes at such regulatory agencies may result in differing interpretations of existing rules and guidelines, including more stringent enforcement and more severe penalties.
Congress, or the Massachusetts legislature, could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows. In addition, personnel changes at such regulatory agencies may result in differing interpretations of existing rules and guidelines, including more stringent enforcement and more severe penalties, which may be unpredictable.
Although inflation has slowed since the levels experienced in recent years, possible inflationary pressures and any increases in market interest rates could cause the value of investment securities, particularly those with longer maturities, to decrease, although this effect can be less pronounced for floating rate instruments.
Although inflation has slowed from the levels experienced in recent years, possible inflationary pressures and any increases in market interest rates could cause the value of investment securities, particularly those with longer maturities, to 17 decrease, although this effect can be less pronounced for floating rate instruments.
These competitive pressures from the Company’s peers could cause the Company to modify its program and practices in ways that may negatively impact the profitability of the Company’s business activities and expose it to increased business and compliance costs, which, in turn could have an adverse effect on the Company’s financial condition and results of operations.
Any such competitive pressures from the Company’s peers could cause the Company to modify its program and practices in ways that may negatively impact the profitability of the Company’s business activities and expose it to increased business and compliance costs, which, in turn could have an adverse effect on the Company’s financial condition and results of operations.
Impairment of goodwill and/or intangible assets could require charges to earnings, which could result in a negative impact on the Company’s results of operations. Goodwill arises when the Company acquires a business for an amount greater than the net fair value of the assets of the acquired business.
Impairment of goodwill and/or intangible assets could require charges to earnings, which could result in a negative impact on the Company’s results of operations. Goodwill is an intangible asset that arises when the Company acquires a business for an amount greater than the net fair value of the assets of the acquired business.
Any change in the industry practices, laws, regulations or accounting standards and failure by the Company to comply with such changes, or a change in regulators’ supervisory policies or examination procedures, whether by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve, other state or federal regulators, the U.S.
Any changes in industry practices, laws, regulations or accounting standards, failure by the Company to comply with any such changes, or any changes in regulators’ supervisory policies or examination procedures, whether by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve, other state or federal regulators, the U.S.
In addition, fees, expenses and charges associated with any acquisition transaction may be higher than anticipated. Costs or difficulties relating to integration matters might be greater than expected and the Company may be unable to realize expected cost savings and synergies from its acquisitions, such as the Merger, in the amounts and in the timeframe anticipated.
In addition, fees, expenses and charges associated with any acquisition transaction may be higher than anticipated. Costs or difficulties relating to integration matters might be greater than expected and the Company may be unable to realize expected cost savings and synergies from its acquisitions, including the merger with Enterprise, in the amounts and in the timeframe anticipated.
If the information available to the Company at the time of assessment indicates there is a greater than 50% chance that the Company will not realize the deferred tax asset benefit, the Company is required to establish a valuation allowance for the deferred tax asset and reduce its future deferred tax assets to the amount the Company believes could be realized.
If the information available to the Company at the time of assessment indicates there is a greater than 50% chance that it will not realize the deferred tax asset benefit, the Company is required to establish a valuation allowance for the deferred tax asset and reduce its future deferred tax assets to the amount that can be be realized.
Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through the Company computer systems and network infrastructure, which may result in litigation or significant liability to the Company and may cause existing and potential customers to refrain from doing business with the Company.
Computer break-ins, ransomware, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through Company computer systems and network infrastructure, which may result in litigation or significant liability or penalties to the Company, reputational damage, and may cause existing and potential customers to refrain from doing business with the Company.
The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of borrowers, the value of the real estate and other assets serving as collateral for the repayment of loans, and the enforce ability of its loan documents.
The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of borrowers, the value of the real estate and other assets serving as collateral for the repayment of loans, and the enforceability of its loan documents.
Financial services industries continually experience rapid technological change with frequent introductions of new technology-driven products and services, such as artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and technologies that collect, aggregate, analyze or generate data or other materials or content.
The financial services industries continually experience rapid technological change with frequent introductions of new technology-driven products and services, such as AI, including generative AI, machine learning, and similar tools and technologies that collect, aggregate, analyze or generate data or other materials or content.
Additionally, aspects of current or proposed regulatory or legislative changes to laws applicable in the financial services industry, including the adoption of new rules or more aggressive examination and enforcement by the Company’s regulators over its overdraft protection practices, have led certain banking organizations to modify their overdraft protection programs, including the imposition of overdraft transaction fees.
Additionally, certain aspects of regulatory or legislative changes to laws applicable in the financial services industry, including the adoption of new rules or more aggressive examination and enforcement by the Company’s regulators over its overdraft protection practices, have led and may in the future lead certain banking organizations to modify their overdraft protection programs, including the imposition of overdraft transaction fees.
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose non-discriminatory lending and other requirements on financial institutions. The U.S. Department of Justice and other federal agencies, including the FDIC and the Consumer Financial Protection Bureau (“CFPB”), are responsible for enforcing these laws and regulations.
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose non-discriminatory lending and other requirements on financial institutions. The U.S. Department of Justice and other federal agencies, including the FDIC, are responsible for enforcing these laws and regulations.
Any breach, damage or failure that causes an interruption in operations could have a material adverse effect on the Company’s financial condition and results of operations due to the time and money needed to correct the issue.
Any breach, damage or failure that causes an interruption in operations could have a material adverse effect on the Company’s financial condition and results of operations, including as a result of the time and money needed to correct the issue.
ITEM 1A. RISK FACTORS Risks Related to Changes in Interest Rates Changes in interest rates and other factors could adversely impact the Company’s financial condition and results of operations.
Risks Related to Changes in Interest Rates Changes in interest rates and other factors could adversely impact the Company’s financial condition and results of operations.
Acquisitions, including the Merger, may be more difficult, costly or time consuming than expected, and the expected benefits of such acquisitions may not be realized. While focusing on organic growth, the Company’s strategy also includes, in part, growth through opportunistic whole or partial acquisitions of other banks, branches, financial institutions, or related businesses.
Risks Related to the Company’s Strategic Activities Acquisitions may be more difficult, costly or time consuming than expected, and the expected benefits of such acquisitions may not be realized. While focusing on organic growth, the Company’s strategy also includes, in part, growth through opportunistic whole or partial acquisitions of other banks, branches, financial institutions, or related businesses.
Market volatility that results in customers liquidating investments, as well as lower asset values, can reduce the level of assets under administration and decrease the Company’s investment management revenues, which could materially adversely affect the Company’s results of operations.
Market volatility that results in customers liquidating investments, as well as lower asset values, can reduce the level of assets under administration and decrease the Company’s investment management revenues, which could materially adversely affect the Company’s results of operations. The soundness of other financial institutions could adversely affect the Company’s liquidity and operations.
Information security risks exist because of the proliferation of modern technologies, including artificial intelligence, as well as sophistication and level of activity of perpetrators of cyber-attacks.
Information security risks exist because of the proliferation of modern technologies, as well as the sophistication and level of activity of perpetrators of cyber-attacks.
When necessary, components of the Bank’s liquidity needs are met through its access to funding pursuant to its membership in the FHLB of Boston. The FHLB of Boston is a cooperative that provides services to its member banking institutions. The primary reason for joining the FHLB of Boston is to obtain funding.
When necessary, components of the Bank’s liquidity needs are met through its access to funding pursuant to its membership in the FHLB of Boston. The FHLB of Boston is a cooperative that provides services to its member banking institutions.
The risk of electronic fraudulent activity within the financial services industry, especially in the commercial banking sector, due to cyber-attacks (crime committed through or involving the internet, such as phishing, hacking, denial of service attacks, stealing information, unauthorized intrusions into internal systems or the systems of the Company’s third-party vendors) continues to increase and could adversely impact the Company’s operations or damage its reputation.
The risk of electronic fraudulent activity within the financial services industry, especially in the commercial banking sector, due to cyber-attacks (crime committed through or involving the internet, such as phishing, hacking, ransomware, denial of service attacks, stealing information, unauthorized intrusions into internal systems or the systems of the Company’s third-party vendors, including through the use of rapidly evolving artificial intelligence (“AI”) technologies) continues to increase and could adversely impact the Company’s operations or damage its reputation.
Such trends could ultimately result in a shrinkage of the commercial real estate market, which could materially impact the Company’s results of operations and financial condition and possibly the Company’s long-term business strategy because commercial real estate loans are currently the Company’s largest loan category.
Such trends have resulted in and may continue to result in a shrinkage of the commercial real estate market, which could materially impact the Company’s results of operations and financial condition and possibly the Company’s long-term business strategy because commercial real estate loans are currently the Company’s largest loan category.
Furthermore, the Company’s customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their deposits and/or ability to repay their loans or other obligations increasing the Company’s credit risk. The inflationary outlook in the United States is currently uncertain.
Furthermore, the Company’s customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their deposits and/or ability to repay their loans or other obligations increasing the Company’s credit risk.
The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers within the same time frame as its large competitors or within the time frame expected by its customers.
The Company may not be able to effectively implement new technology-driven products and services, including the planned 2026 core system upgrade, or be successful in marketing these products and services to its customers within the same time frame as its large competitors or within the time frame expected by its customers.
The Company could also face negative publicity or reputational harm based on the identity of those with whom we choose to do business. Any of the foregoing could have an adverse impact on our business, financial condition or results of operations.
The Company could also face negative publicity or reputational harm based on the identity of those with whom it chooses to do business. Any of the foregoing could have an adverse impact on the Company’s business, financial condition or results of operations.
Moreover, these events have resulted in, and may continue to result in, increased regulatory scrutiny and expectations, and could lead to further changes to laws or regulations applicable to the Company, which could have a material adverse impact on the Company’s business and result in increased costs necessary to comply with any such changes.
Moreover, these events have resulted in, and may continue to result in, decreased confidence in banks among certain depositors, as well as increased regulatory scrutiny and expectations, and could lead to further changes to laws or regulations applicable to the Company, which could have a material adverse impact on the Company’s business and result in increased costs necessary to comply with any such changes.
Economic downturns could affect the volume of income earned from and demand for fee-based services. Revenues from the investment management business depend in large part on the level of assets under administration.
Changes in debt and equity markets or economic downturns could affect the level of assets under administration and the demand for other fee-based services . Economic downturns could affect the volume of income earned from and demand for fee-based services. Revenues from the investment management business depend in large part on the level of assets under administration.
If such claims and legal actions are not resolved in a manner favorable to the Company, they may result in financial liability and/or adversely affect the market perception of the Company and its products and services. This may also impact customer demand for the Company’s products and services.
If such claims and legal actions are not resolved in a manner favorable to the Company, they may result in financial liability and/or adversely affect the market perception of the Company and its products and services.
Environmental, social and governance (“ESG”) risks could adversely affect the Company’s reputation, business and performance and the trading price of its common stock. The Company may face scrutiny from some investors, customers, regulators and other stakeholders related to its ESG practices.
Environmental, social and governance risks could adversely affect the Company’s reputation, business and performance and the trading price of its common stock. The Company may face scrutiny from some federal and state government agencies, regulatory bodies, investors, customers, regulators and other stakeholders related to its environmental, social and governance practices.
Market disruption, including potential disruption resulting from inflation, tariffs and global supply chain interruption, government and central bank policy actions designed to counteract the effects of recession, changes in investor expectations regarding compensation for market risk, credit risk and liquidity risk and changing economic data could impact both the volatility and magnitude of the directional movements of interest rates.
Market disruption, including potential disruption resulting from inflation, tariffs and global supply chain interruptions, government and central bank policy actions, changes in investor expectations regarding compensation for market risk, credit risk and liquidity risk and changing economic data could impact both the volatility and magnitude of the directional movements of interest rates and negatively impact the Company’s business.
Impacts to the Company could include a drop in demand for its products and services, particularly in certain sectors. In addition, the Company could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans.
The Company and its customers may face cost increases, asset value reductions, operating process changes, and the like. Impacts to the Company could include a drop in demand for its products and services, particularly in certain sectors. In addition, the Company could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans.
The Bank has recognized goodwill as an asset on the balance sheet in connection with several acquisitions. Goodwill is an intangible asset. When an intangible asset is determined to have an indefinite useful life, it is not amortized, and instead is evaluated for impairment. The Company conducts goodwill impairment tests annually, or more frequently if necessary.
The Bank has recognized goodwill as an asset on the balance sheet in connection with several acquisitions. When an intangible asset is determined to have an indefinite useful life, it is not amortized, and instead is evaluated for impairment.
Failure to successfully keep pace with technological change affecting the financial services industry could lead to loss of customers and could have a material adverse impact on the Company’s business and, in turn, its financial condition and results of operations.
Failure to successfully keep pace with technological change affecting the financial services industry could lead to loss of customers and could have a material adverse impact on the Company’s business and, in turn, its financial condition and results of operations. The development and use of AI presents risks and challenges that may adversely impact the Company’s business.
Certain events impacting the financial services industry, including recent bank failures, have had, and may continue to have, an adverse impact on the market price and volatility of the Company’s common stock.
Certain events impacting the financial services industry, including the bank failures of 2023, have in the past had, and may in the future have, an adverse impact on the market price and volatility of the Company’s common stock.
The purchase of stock in the FHLB of Boston is a requirement for a member to gain access to funding. Any deterioration in the FHLB of Boston’s performance or financial condition may affect the Company’s ability to access funding and/or require the Company to deem the required investment in FHLB of Boston stock to be impaired.
Additionally, any deterioration in the FHLB of Boston’s performance or financial condition may affect the Company’s ability to access funding and/or require the Company to deem the required investment in FHLB of Boston stock to be impaired.
Risks Related to Information Security and Technology The need to mitigate against and react to cyber-security risks, and electronic fraud risks require significant resources, and any system failure, a cyber-security attack or electronic fraud could subject the Company to increased operating costs as well as litigation and other liabilities.
Risks Related to Information Security and Technology The need to mitigate against and react to cyber-security risks, and electronic fraud risks require significant resources, and any system failure, a cyber-security attack or electronic fraud which impacts the Company or its third-party service providers could result in increased operating costs as well as litigation and other liabilities.
A significant portion of the Company’s loan portfolio is secured by real estate, and events that negatively impact the real estate market could adversely affect the Company’s asset quality and the profitability of loans secured by real property and increase the number of defaults and the level of losses within the Company’s loan portfolio.
A significant portion of the Company’s loan portfolio is secured by real estate, and events that negatively impact the real estate market could adversely affect asset quality and the profitability of loans secured by real property including potentially increasing the number of defaults and loan loss levels.
In addition, to the extent changes in the global political environment, including the Russia-Ukraine conflict, the conflict in Israel and surrounding areas and the possible expansion of such conflicts, have had and may continue to have a negative impact on the global economy, including the financial services industry generally and, as a result, the Company and the markets in which the Company operates, the Company’s business, results of operations and financial condition could be materially and adversely impacted in the future.
In addition, to the extent changes in the global political environment, including existing and future conflicts, may have a negative impact on the global economy and financial markets, including the financial services industry generally and, as a result, the Company and the markets in which it operates, the Company’s business, results of operations and financial condition could be materially and adversely impacted in the future.
However, certain assets and liabilities may react differently to changes in market interest rates. Further, interest rates on some types of assets and liabilities may fluctuate prior to changes in broader market interest rates, while rates on other types of assets and liabilities may lag behind.
However, certain assets and liabilities may react differently to changes in market interest rates. Given the Company is unable to predict fluctuations in market interest rates, interest rates on some types of assets and liabilities may fluctuate prior to changes in broader market interest rates, while rates on other types of assets and liabilities may lag behind.
Risks Related to Recent Events Impacting the Financial Services Industry Events impacting the financial services industry may result in decreased confidence in banks among depositors, investors and other counterparties, as well as competition for deposits and significant disruption, volatility and depressed valuations of equity and other securities of banks in the capital markets.
Any further negative developments in the financial services industry may result in decreased confidence in banks among depositors, investors and other counterparties, as well as competition for deposits and significant disruption, volatility and depressed valuations of equity and other securities of banks in the capital markets.
The Company’s risk management framework seeks to mitigate risk and appropriately balance risk and return.
The Company’s risk management framework seeks to identify and mitigate risk while appropriately balancing risk and return.
Any material financial liability or reputational damage could have a material adverse effect on the Company’s business, financial condition and results of operations. Changes in U.S. trade policies and other global political factors beyond the Company’s control, including the imposition of tariffs, retaliatory tariffs, or other sanctions, may adversely impact the Company’s business, financial condition and results of operations.
Changes in U.S. trade policies and other global political factors beyond the Company’s control, including the imposition of tariffs, retaliatory tariffs, or other sanctions, may adversely impact the Company’s business, financial condition and results of operations.
A decrease in the Company’s deferred tax assets could have a material adverse effect on the Company’s results of operations or financial condition.
Accordingly, a change in statutory tax rates may result in a decrease or increase to the Company’s deferred tax assets. A decrease in the Company’s deferred tax assets could have a material adverse effect on the Company’s results of operations or financial condition.
Further, adverse perceptions can result in decreases in the levels of deposits that customers and potential customers choose to maintain with the Company, any of which could have a material adverse effect on the Company’s results of operations or financial condition. 27 If the Company’s risk management framework does not effectively identify or mitigate the Company’s risks, the Company could suffer unexpected losses and its results of operations and financial condition could be materially adversely affected.
Any of the foregoing could have a material adverse effect on the Company’s results of operations or financial condition. If the Company’s risk management framework does not effectively identify or mitigate the Company’s risks, the Company could suffer unexpected losses and its results of operations and financial condition could be materially adversely affected.
In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Environmental reviews conducted prior to originating certain commercial real estate loans, as well as before initiating any foreclosure action on real property, as required by Company policies and procedures, may not detect all potential environmental hazards.
Environmental reviews conducted prior to originating certain commercial real estate loans, as well as before initiating any foreclosure action on real property, as required by Company policies and procedures, may not detect all 20 potential environmental hazards.
Additionally, potential sovereign debt defaults or actions taken by U.S. government to avoid exceeding the debt ceiling may severely impact global and domestic economies and may lead to significantly tighter liquidity and impact the availability of credit.
Additionally, potential sovereign debt defaults or actions taken by the U.S. government to avoid exceeding the debt ceiling may severely impact global and domestic economies and may lead to significantly tighter liquidity and impact the availability of credit. Additionally, as described further below, changes in market interest rates can have a material adverse effect on the Company’s profitability.
Failure to adapt to or comply with changing investor or stakeholder expectations and standards on ESG could negatively impact our reputation, our ability to do business with certain customers, vendors, suppliers or other third parties, the Company’s ability to attract and retain employees and our stock price.
Organizations that provide ratings information to investors on environmental, social and governance-related matters may also assign unfavorable ratings to the Company. 27 Failure to adapt to or comply with changing investor or stakeholder expectations and standards on environmental, social and governance matters could negatively impact the Company’s reputation, its ability to do business with certain customers, vendors, suppliers or other third parties, its ability to attract and retain employees and its stock price.
To help manage the Company’s cyber-risks, when entering a new vendor relationship, the Company reviews and assesses the cyber-security risk of third-party service providers. A successful cyber-security attack on one of the Company’s third-party service providers could disrupt operations, adversely affect the Company’s business, or result in the disclosure or misuse of the Company’s confidential information, including customer confidential information.
The Company relies extensively on third-party service providers for its core operations. A successful cyber-security attack on one of the Company’s third-party service providers could disrupt operations, adversely affect the Company’s business, or result in the disclosure or misuse of the Company’s confidential information, including customer confidential information.
Material additions to the allowance would materially decrease the Company’s net income and could have a material adverse effect on the Company’s results of operations or financial condition. A significant amount of the Company’s loans are concentrated in the Bank’s geographic footprint and adverse conditions in this geographic footprint could negatively impact its results of operations.
Material additions to the allowance would materially 19 decrease the Company’s net income and could have a material adverse effect on the Company’s results of operations or financial condition.
Adverse perceptions regarding the Company’s reputation in the consumer, commercial and funding markets could result in difficulties in generating and maintaining accounts and business, as well as in financing accounts and the Company’s business.
Adverse perceptions regarding the Company’s reputation in the consumer, commercial and funding markets could result in difficulties in generating and maintaining accounts and business, as well as in financing accounts and the Company’s business. Further, adverse perceptions can result in decreases in the levels of deposits that customers and potential customers choose to maintain with the Company.
Additionally, significant changes to GAAP may require costly technology changes, additional training and personnel, and other expenses that could materially adversely affect the Company’s results of operations. Changes in debt and equity markets or economic downturns could affect the level of assets under administration and the demand for other fee-based services.
Additionally, significant changes to GAAP may require costly technology changes, additional training and personnel, and other expenses that could materially adversely affect the Company’s results of operations.
Competition for the best people in the Company’s markets and businesses can be intense, and the Company may not be able to hire people or to retain them, in particular due to an increasingly competitive labor market.
Competition for skilled employees in the Company’s markets and businesses can be intense, and the Company may not be able to hire or retain skilled employees in adequate numbers, in particular due to an increasingly competitive labor market. The labor market continues to be highly competitive with sustained pressure on the availability and retention of skilled professionals.
The subjective nature of methods used by various ESG stakeholders to assess a company with respect to ESG criteria could result in erroneous perceptions or a misrepresentation of our actual ESG policies and practices. Organizations that provide ratings information to investors on ESG matters may also assign unfavorable ratings to the Company.
The subjective nature of methods used by various stakeholders to assess a company with respect to environmental, social and governance-related criteria could result in erroneous perceptions or a misrepresentation of the Company’s actual policies and practices.
Any substantial, unexpected, or prolonged change in market interest rates could have a material adverse effect on the Company’s business, financial condition and results of operations. Factors such as inflation, recession, unemployment, money supply, global disorder, instability in domestic and foreign financial markets, political uncertainty, and other factors beyond the Company’s control, may affect interest rates.
Factors such as inflation, tariffs, recession, unemployment, money supply, global disorder, instability in domestic and foreign financial markets, political uncertainty, and other factors beyond the Company’s control, may affect interest rates.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s process for monitoring and mitigating cybersecurity risk is designed in conjunction with its overall Enterprise Risk Management Policy. The Company’s Information Security Program follows ISO 27002, an international standard for information security controls, as well as references to the Federal Financial Institutions Examination Council Information Examination Handbook, and other regulatory guidance and industry standards.
Biggest changeThe Company’s Information Security Program follows ISO 27002, an international standard for information security controls, as well as references to the Federal Financial Institutions Examination Council Information Examination Handbook, and other regulatory guidance and industry standards such as those of the Center for Internet Security (CIS). 29 The Company has several processes in place to oversee and identify these risks, such as the Information Technology Risk Governance Committee (“ITRGC”), which is responsible for oversight of information technology (“IT”) risk and the Information Security Committee, which oversees information security (“IS”) risk.
As of the date of this Report, no risks from cybersecurity 29 threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
As of the date of this Report, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
For further discussion surrounding risks from cybersecurity threats, refer to the section captioned “Risks Related to Information Security and Technology” within Part I. Item 1A of this Report.
For further discussion surrounding risks from cybersecurity threats, refer to the section captioned “Risks Related to Information Security and Technology” within Part I. Item 1A of this Report. 30
Additionally, the Company conducts regular phishing simulation tests throughout the year to keep employees alert, spread awareness and ensure that employees have the knowledge and resources necessary to report suspicious activity.
Additionally, the Company conducts regular phishing simulation tests throughout the year to keep employees alert, spread awareness and ensure that employees have the knowledge and resources necessary to identify and report suspicious activity.
These documents address the detection, mitigation, and remediation of cybersecurity incidents, and include appropriate timely incident escalations to be followed during an incident, up to and including executive leadership, management committees and depending on incident severity, the Board, or a Board committee. The volume, severity, and root case of security incidents are reported on at monthly management committees.
These documents address the detection, mitigation, and remediation of cybersecurity incidents, and include appropriate timely incident escalations to be followed during an incident, up to and including executive leadership, management committees and depending on incident severity, the Board, or a Board committee. The volume, severity, and root cause of security incidents are reported at monthly management committees.
While the Company has seen attempts to gain access to its systems, and expects such attacks to continue, or possibly intensify in the future, the Company has not experienced any material losses relating to cyber-attacks or other information security breaches as of December 31, 2024.
While the Company has seen attempts to gain access to its systems, and expects such attacks to continue, or possibly intensify in the future, the Company has not experienced any material losses relating to cyber-attacks or other information security breaches as of December 31, 2025 .
In an effort to mitigate risks related to cybersecurity threats, the Company has also designed and implemented required training for all employees, including training on the Company’s security and privacy policies, which are mandatory as part of the onboarding process, with refresher trainings required annually thereafter.
As part of its efforts to mitigate risks related to cybersecurity threats, the Company has proactively implemented required tailored training for all employees, including training on the Company’s security and privacy policies, which are mandatory as part of the onboarding process, with refresher trainings required annually thereafter.
Together, the CISO and the CRO report on emerging and existing threats and mitigation strategies to the Board, which has oversight of cybersecurity risk, on a semi-annual basis, or more frequently, if needed.
Together, the CISO and the CRO report on emerging and existing threats and mitigation strategies to the Board, which has oversight of cybersecurity risk, on a semi-annual basis, or more frequently, if needed. The CRO has over 30 years of experience in overseeing risk management functions.
The Company has deployed a layered security approach to identify, measure, monitor and control information technology risks. The Company also maintains a documented Incident Management Standard and Technology and Cyber Incident Response Plan.
As part of its cyber and information security defense, the Company has deployed a layered security approach to identify, measure, monitor and control information technology risks. The Company regularly tests the implementation of these controls. The Company also maintains a documented Incident Management Standard and Technology and Cyber Incident Response Plan.
The Company’s Chief Information Security Officer (“CISO”) is responsible for cybersecurity initiatives at the Company, including identifying and managing security risks, and escalating elevated risks with the Chief Risk Officer (“CRO”) where applicable.
As part of the independent second line of defense and reporting to the Chief Risk Officer (“CRO”), the Company’s Chief Information Security Officer (“CISO”) is responsible for cybersecurity initiatives at the Company, including identifying and managing security risks, and escalating elevated risks to the CRO where applicable.
The Company has several processes in place to oversee and identify these risks, such as the Information Technology Risk Governance Committee (“ITRGC”), which is responsible for oversight of information technology (“IT”) and information security (“IS”) risk. This committee oversees the establishment and revision of IT and IS key risk and key performance indicators and ongoing monitoring of these metrics.
These committees oversee the establishment and revision of IT and IS key risk and key performance indicators and ongoing monitoring of these metrics.
Added
The Company’s process for monitoring and mitigating cybersecurity risk is designed in conjunction with its overall Enterprise Risk Management Policy.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES At December 31, 2024, the Bank conducted its business from its main retail branch located at 288 Union Street, Rockland, Massachusetts, 121 retail branches and one mobile branch located within Eastern Massachusetts as well as in Worcester County. In addition to its main office, the Bank leased 73 of its branches and owned the remaining 49 branches.
Biggest changeITEM 2. PROPERTIES At December 31, 2025, the Bank conducted its business from its main retail branch located at 288 Union Street, Rockland, Massachuset ts, 149 retail branches and one mobile branch located within Eastern Massachusetts, Worcester County, and southern New Hampshire.
For additional information regarding the Bank’s premises and equipment and lease obligations, see Notes 4, “Bank Premises and Equipment” and 16 “ Leases ,” respectively, within the Notes to Consolidated Financial Statements included in Item 8 of this Report.
For additional information regarding the Bank’s premises and equipment and lease obligations, see Notes 5, “Bank Premises and Equipment” and 17 “ Leases ,” respectively, within the Notes to Consolidated Financial Statements included in Item 8 of this Report.
In addition to these branch locations, the Bank had 55 remote ATM locations, all of which are leased. The Bank’s executive administration offices are located in Hanover, Massachusetts while the remaining administrative and operations locations are housed in several different campuses.
In addition to its main office, the Bank leased 88 of its branches and owned the remaining 62 branches. In addition to these branch locations, the Bank had 57 remote ATM locations, all of which are leased. The Bank’s executive administration offices are located in Hanover, Massachusetts while the remaining administrative and operations locations are housed in several different campuses.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS At December 31, 2024, Rockland Trust was involved in pending lawsuits that arose in the ordinary course of business. Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome.
Biggest changeITEM 3. LEGAL PROCEEDINGS At December 31, 2025, the Bank was involved in pending lawsuits, which management has reviewed with legal counsel and has taken into consideration the view of counsel as to their outcome.
In the opinion of management, the final disposition of such pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable PART II
In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following chart depicts the total return performance of the Company: 31 (b.) Not applicable (c.) The following table sets forth information regarding the Company’s repurchases of its common stock during the three months ended December 31, 2024: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program October 1 to October 31, 2024 — $ — — $ — November 1 to November 30, 2024 — — — $ — December 1 to December 31, 2024 20 70.89 — $ — Total 20 $ 70.89 — (1) These shares were surrendered in connection with the vesting of equity compensation grants to satisfy related tax withholding obligations.
Biggest changeThe following chart depicts the total return performance of the Company: (b.) Not applicable 32 (c.) The following table sets forth information regarding the Company’s repurchases of its common stock during the three months ended December 31, 2025: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program (3) October 1 to October 31, 2025 128,969 $ 67.85 128,874 $ 117,899,647 November 1 to November 30, 2025 419,456 68.55 419,456 $ 89,144,031 December 1 to December 31, 2025 135 77.20 — $ 89,144,031 Total 548,560 $ 68.39 548,330 (1) The number of shares surrendered in connection with the vesting of equity compensation grants to satisfy related tax withholding obligations was 95 shares in October 2025 a nd 135 sha res in December 2025.
The following information in this Item 5 of this Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
The following information in this Item 5 of this Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and 31 will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
The lines in the graph and the numbers in the table below represent yearly index levels derived from compounded daily returns that 30 include reinvestment or retention of all dividends. If the yearly interval, based on the last day of a fiscal year, was not a trading day, the preceding trading day was used.
The lines in the graph and the numbers in the table below represent yearly index levels derived from compounded daily returns that include reinvestment or retention of all dividends. If the yearly interval, based on the last day of a fiscal year, was not a trading day, the preceding trading day was used.
The index value for all of the series was set to 100.00 on December 31, 2019 (which assumes that $100.00 was invested in each of the series on December 31, 2019).
The index value for all of the series was set to 100.00 on December 31, 2020 (which assumes that $100.00 was invested in each of the series on December 31, 2020).
ITEM 5. MARKET FOR INDEPENDENT BANK CORP.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a.) Independent Bank Corp.’s common stock trades on the NASDAQ Global Select Market under the symbol INDB. The Company declared aggregate cash dividends of $2.28 and $2.20 per share in 2024 and in 2023, respectively.
ITEM 5. MARKET FOR INDEPENDENT BANK CORP.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a.) Independent Bank Corp.’s common stock trades on the Nasdaq Global Select Market under the symbol INDB. The Company declared aggregate cash dividends of $2.36 and $2.28 per share in 2025 and in 2024, respectively.
Comparative Stock Performance Graph The stock performance graph below and associated table compare the cumulative total shareholder return of the Company’s common stock from December 31, 2019 to December 31, 2024 to the cumulative total return of the NASDAQ Composite Index (U.S. Companies), the KBW NASDAQ Bank Index, and the KBW NASDAQ Regional Banking Index.
Comparative Stock Performance Graph The stock performance graph below and associated table compare the cumulative total shareholder return of the Company’s common stock from December 31, 2020 to December 31, 2025 to the cumulative total return of the NASDAQ Composite Index (U.S. Companies), the KBW NASDAQ Bank Index, and the KBW NASDAQ Regional Banking Index.
The number of record-holders may not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms, and other nominees. The closing price of the Company’s common stock on December 31, 2024, the last trading day of the year, w as $64.19.
The number of record-holders may not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms, and other nominees. The closing price of the Company’s common stock on December 31, 2025, the last trading day of the year, w as $73.08.
The ratio of dividends paid to earnings in 2024 and 2023 was 50.08% and 40.92%, respectively. Payment of dividends by the Company on its common stock is subject to various regulatory restrictions and guidelines.
The ratio of dividends paid to earnings in 2025 and 2024 was 50.65% and 50.08%, respectively. Payment of dividends by the Company on its common stock is subject to various regulatory restrictions and guidelines.
Management believes that the Bank will continue to generate adequate earnings to continue to pay comparable common dividends on a quarterly basis. As of February 24, 2025, there were 42,605,296 shares of common stock outstanding which were held by approximately 3,846 holders of record.
Management believes that the Bank will continue to generate adequate earnings to continue to pay comparable common dividends on a quarterly basis. As of February 24, 2026, there were 48,985,295 shares of common stock outstanding which were held by approximately 4,786 holders of record.
Removed
The Company completed its previously announced stock buyback plan during the first quarter of 2024, and there were no active repurchase plans as of December 31, 2024. ITEM 6. [RESERVED]
Added
(2) During the three months ended December 31, 2025, the average price per share of repurchased sha res was $68.39 and the aver age price per share of surrendered shares related to tax withholding obligation s was $73.74.
Added
(3) On July 17, 2025, the Company announced a stock buyback plan which authorized repurchases by the Company of up to $150 million in common stock.
Added
Repurchases under the plan may be made from time to time on the open market and in privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act.
Added
The extent to which the Company repurchases shares and the size and timing of these repurchases will depend on a variety of factors, including pricing, market and economic conditions, the Company’s capital position and amount of retained earnings, and legal and contractual requirements.
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The repurchase plan is scheduled to expire on July 16, 2026 and may be modified, suspended or discontinued without prior notice at any time. ITEM 6. [RESERVED]

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 31 Table 1 - Selected Financial Data 41 Table 2 - Securities Portfolio Composition 42 Table 3 - Securities Portfolio, Weighted Average Yields 43 Table 4 - Aggregate Book Value and Market Value of Select Securities 43 Table 5 - Closed Residential Real Estate Loans 44 Table 6 - Residential Mortgage Loan Sales 44 Table 7 - Mortgage Servicing Asset 45 Table 8 - Loan Portfolio Composition 45 Table 9 - Scheduled Contractual Loan Amortization 46 Table 10 - Nonperforming Assets 48 Table 11 - Activity in Nonperforming Assets 48 Table 12 - Summary Net Charge-Offs to Average Loans Outstanding 50 Table 13 - Summary of Allocation of Allowance for Credit Losses 51 Table 14 - Maturities of Uninsured Time Deposits 53 Table 15 - Assets Under Administration 53 Table 16 - Summary of Results of Operation s 54 Table 17 - Average Balance, Interest Earned/Paid & Average Yields 55 Table 18 - Volume Rate Analysis 57 Table 19 - Noninterest Income 58 Table 20 - Noninterest Expense 59 Table 21 - Tax Provision and Applicable Tax Rates 60 Table 22 - Sources of Liquidity 62 Table 23 - Interest Rate Sensitivity 63 Item 7A.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 32 Table 1 - Selected Financial Data 42 Table 2 - Securities Portfolio Composition 43 Table 3 - Securities Portfolio, Weighted Average Yields 44 Table 4 - Aggregate Book Value and Market Value of Select Securities 44 Table 5 - Closed Residential Real Estate Loans 45 Table 6 - Residential Mortgage Loan Sales 45 Table 7 - Mortgage Servicing Asset 46 Table 8- Compone n ts of Lo an Growth/(Decline) 46 Table 9 - Loan Portfolio Composition 47 Table 10 - Scheduled Contractual Loan Amortization 47 Table 11 - Non-performing Assets 49 Table 12 - Activity in Non-performing Assets 49 Table 1 3 - Summary Net Charge-Offs to Average Loans Outstanding 51 Table 1 4 - Summary of Allocation of Allowance for Credit Losses 52 Table 15- Components of Deposit Growth/(Decline) 53 Table 1 6 - Maturities of Uninsured Time Deposits 54 Table 1 7 - Assets Under Administration 54 Table 1 8 - Summary of Results of Operations 55 Table 1 9 - Average Balance, Interest Earned/Paid & Average Yields 56 Table 20 - Volume Rate Analysis 58 Table 21 - Non-interest Income 59 Table 22 - Non-interest Expense 60 Table 2 3 - Tax Provision and Applicable Tax Rates 61 Table 2 4 - Sources of Liquidity 63 1 INDEPENDENT BANK CORP.
Consolidated Balance Sheets 70 Consolidated Statements of Income 71 Consolidated Statements of Comprehensive Income 72 Consolidated Statements of Stockholders ’ Equity 73 Consolidated Statements of Cash Flows 74 Note 1 - Summary of Significant Accounting Policies 76 Note 2 - Securities 86 Note 3 - Loans, Allowance for Credit Losses and Credit Quality 91 Note 4 - Bank Premises and Equipment 102 Note 5 - Goodwill and Other Intangible Assets 102 Note 6 - Deposits 104 Note 7 - Borrowings 104 Note 8 - Stock Based Compensation 106 Note 9 - Derivatives and Hedging Activities 109 Note 10 - Income Taxes 116 Note 11 - Low Income Housing Project Investments 119 Note 12 - Employee Benefit Plans 119 Note 13 - Fair Value Measurements 124 Note 14 - Revenue Recognition 131 Note 15 - Other Comprehensive Income (Loss) 134 Note 16 - Leases 136 Note 17 - Commitments and Contingencies 137 Note 18 - Regulatory Matters 137 Note 19 - Parent Company Financial Statements 139 Note 20 - Transactions with Related Parties 142 Note 21 - Segment Information 142
Financial Statements and Supplementary Data 69 Report of Independent Registered Public Accounting Firm 69 Consolidated Balance Sheets 72 Consolidated Statements of Income 73 Consolidated Statements of Comprehensive Income 74 Consolidated Statements of Stockholders’ Equity 75 Consolidated Statements of Cash Flows 76 Note 1 - Summary of Significant Accounting Policies 78 Note 2 - Acquisitions 90 Note 3 - Securities 92 Note 4 - Loans, Allowance for Credit Losses and Credit Quality 97 Note 5 - Bank Premises and Equipment 107 Note 6 - Goodwill and Other Intangible Assets 107 Note 7 - Deposits 109 Note 8 - Borrowings 109 Note 9 - Stock Based Compensation 111 Note 10 - Derivatives and Hedging Activities 114 Note 1 1 - Income Taxes 121 Note 1 2 - Low Income Housing Project Investments 125 Note 1 3 - Employee Benefit Plans 125 Note 1 4 - Fair Value Measurements 129 Note 1 5 - Revenue Recognition 136 Note 1 6 - Other Comprehensive Income (Loss) 137 Note 1 7 - Leases 139 Note 1 8 - Commitments and Contingencies 140 Note 1 9 - Regulatory Matters 140 Note 20 - Parent Company Financial Statements 142 Note 2 1 - Transactions with Related Parties 145 Note 2 2 - Segment Information 145
Removed
Quantitative and Qualitative Disclosures About Market Risk 67 Item 8. Financial Statements and Supplementary Data 68 Report of Independent Registered Public Accounting Firm 68 1 INDEPENDENT BANK CORP.
Added
Table 2 5 - Interest Rate Sensitivity 64 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 68 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

141 edited+46 added−43 removed89 unchanged
Biggest changeThese decreases were partially offset by increases in FHLB dividend income and equity capital gain distributions. 59 Noninterest Expense The following table sets forth information regarding noninterest expense for the periods shown: Table 20 - Noninterest Expense Years Ended December 31 Change 2024 2023 Amount % (Dollars in thousands) Salaries and employee benefits $ 233,653 $ 222,135 $ 11,518 5.2 % Occupancy and equipment 52,072 50,582 1,490 2.9 % Data processing and facilities management 9,957 9,884 73 0.7 % Software and subscriptions 18,152 16,165 1,987 12.3 % FDIC assessment 10,892 11,953 (1,061) (8.9) % Debit card expense 6,630 9,003 (2,373) (26.4) % Consulting 7,125 8,954 (1,829) (20.4) % Amortization of intangible assets 5,905 6,878 (973) (14.1) % Merger and acquisition expense 1,902 — 1,902 (100.0) % Other noninterest expense 60,078 57,192 2,886 5.0 % Total $ 406,366 $ 392,746 $ 13,620 3.5 % The primary reasons for significant variances in the noninterest expense categories shown in the preceding tables are noted below: • Salaries and employee benefits increased year-over-year primarily attributable to increases in general salaries of $7.6 million, medical plan insurance of $2.0 million, payroll taxes of $1.9 million and incentive programs of approximately $860,000.
Biggest changeNon-interest Expense The following table sets forth information regarding non-interest expense for the periods shown: Table 22 - Non-interest Expense Years Ended December 31 Change 2025 2024 Amount % (Dollars in thousands) Salaries and employee benefits $ 287,499 $ 233,653 $ 53,846 23.0 % Occupancy and equipment 57,596 52,072 5,524 10.6 % Data processing and facilities management 11,180 9,957 1,223 12.3 % Software and subscriptions 24,216 18,152 6,064 33.4 % FDIC assessment 12,500 10,892 1,608 14.8 % Debit card expense 8,492 6,630 1,862 28.1 % Consulting 6,613 7,125 (512) (7.2) % Amortization of intangible assets 16,910 5,905 11,005 186.4 % Merger and acquisition expense 39,635 1,902 37,733 (100.0) % Other non-interest expense 65,240 60,078 5,162 8.6 % Total $ 529,881 $ 406,366 $ 123,515 30.4 % The primary reasons for significant variances in the non-interest expense categories shown in the preceding tables are noted below: • Salaries and employee benefits increased year-over-year primarily attributable to increases in general salaries of $30.4 million, including the impact of an expanded employee base as a result of the Enterprise acquisition, as well as increases in incentive programs of approximately $6.9 million, medical plan insurance of $4.3 million, payroll taxes of $3.5 million and commissions of $2.4 million. • Occupancy and equipment expense increased year-over-year, primarily attributable to the expanded branch network, real estate and other fixed assets obtained from the Enterprise acquisition. • Data processing increases reflect overall increased levels of transactional activity in conjunction with the Company’s growth, including the Enterprise acquisition. • Software and subscriptions increased primarily due to the Company’s continued investment in its technology infrastructure. • FDIC assessment expense increased in comparison to the prior year, primarily attributable to an increased assessment rate following the Enterprise acquisition. • Debit card expenses increased year-over-year, driven primarily by a one-time credit of $1.1 million recognized during 2024. • Consulting expense decreased year-over-year due primarily to the timing of strategic initiatives. • Amortization of intangible assets increased, driven by increased amortization attributable to the core deposit intangible, customer list and other intangible assets established as part of the Enterprise acquisition. 61 • The Company incurred merger and acquisition expenses of $39.6 million and $1.9 million during the years ended 2025 and 2024, respectively, related to the Company’s acquisition of Enterprise.
If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value is less than carrying value, a quantitative impairment test is performed to compare carrying value to the fair value of the reporting unit.
If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value is less than carrying value, a quantitative impairment test is performed to compare carrying value to the fair value of the reporting unit.
If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
As risks must be taken to create value, the Board of Directors has approved a Risk Appetite Statement that defines the acceptable residual risk tolerances for the Company and the nine major risk types identified as having the potential to create significant adverse impacts on the Company, such as financial losses, reputational damage, legal or regulatory actions, failure to achieve strategic objectives, diminished customer experience, and/or cultural erosion.
As risks must be taken to create value, the Board of Directors has approved a Risk Appetite Statement that defines the acceptable residual risk appetite for the Company and the nine major risk types identified as having the potential to create significant adverse impacts on the Company, such as financial losses, reputational damage, legal or regulatory actions, failure to achieve strategic objectives, diminished customer experience, and/or cultural erosion.
The following should be read in conjunction with the Consolidated Financial Statements and related notes. 32 Executive Level Overview Management evaluates the Company’s operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others.
The following should be read in conjunction with the Consolidated Financial Statements and related notes. Executive Level Overview Management evaluates the Company’s operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others.
See Note 7, “Borrowings” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding borrowings. Liquidity and Capital Resources The Company proactively manages its liquidity and cash flow requirements with the intent to maintain stable, cost-effective funding and to promote the strength of its overall balance sheet.
See Note 8, “Borrowings” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding borrowings. Liquidity and Capital Resources The Company proactively manages its liquidity and cash flow requirements with the intent to maintain stable, cost-effective funding and to promote the strength of its overall balance sheet.
The Company’s primary sources of funds are deposits, borrowings, and the amortization, prepayment, and maturities of loans and securities. The Bank utilizes its extensive branch network to access retail customers who provide a base of in-market core deposits. These funds are principally comprised of demand deposits, interest checking accounts, savings accounts, and money market accounts.
The Company’s primary sources of funds are deposits, borrowings, and the amortization, prepayment, and maturities of loans and securities. The Bank utilizes its extensive branch network to access retail customers who provide a base of in-market 63 core deposits. These funds are principally comprised of demand deposits, interest checking accounts, savings accounts, and money market accounts.
The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due 47 date).
The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due date).
The FDIC offers insurance coverage on deposits up to the federally insured limit of $250,000. The Company participates in the IntraFi Network, allowing it to provide 53 easy access to multi-million dollar FDIC deposit insurance protection on certificate of deposit and money market investments for consumers, businesses and public entities.
The FDIC offers insurance coverage on deposits up to the federally insured limit of $250,000. The Company participates in the IntraFi Network, allowing it to provide easy access to multi-million dollar FDIC deposit insurance protection on certificate of deposit and money market investments for consumers, businesses and public entities.
Current taxes represent the net estimated amount due to or to be received from taxing authorities in the current year. 66 In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of the Company’s tax position.
Current taxes represent the net estimated amount due to or to be received from taxing authorities in the current year. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of the Company’s tax position.
Government securities and interest rate swap yield curve, the U.S. prime interest rate, the Secured Overnight Financing Rate, and other interest rates offered on long-term fixed rate loans. The Company manages the interest rate risk inherent in both its loan and borrowing portfolios by using interest rate swap agreements and interest rate caps and floors.
Government securities and interest rate swap yield curve, the U.S. prime interest rate, the Secured Overnight Financing Rate, and other interest rates offered on long-term fixed rate loans. 65 The Company manages the interest rate risk inherent in both its loan and borrowing portfolios by using interest rate swap agreements and interest rate caps and floors.
While these amounts represent management’s best estimate of credit losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of such actual losses that may be recognized within each category.
While these amounts represent management’s best estimate of credit losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of actual losses that may be recognized within each category.
The nine major risk categories identified by the Company and addressed in the Risk Appetite Statement are strategic and emerging risk, culture risk, credit risk, liquidity risk, market and interest rate risk, operational risk, reputation risk, compliance risk, and technology and cyber risk, each of which is discussed below.
The nine major risk categories identified by the Company and addressed in the Risk Appetite Statement are strategic and emerging risk, culture risk, credit risk, liquidity risk, market and interest rate risk, operational risk, reputation risk, regulatory and compliance risk, and technology and cyber risk, each of which is discussed below.
In addition to directly affecting net interest 63 income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of securities and derivatives, and have other effects.
In addition to directly affecting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of securities and derivatives, and have other effects.
The amount of the deferred tax asset recognized and considered realizable could be reduced if projected income is not achieved due to various factors such as unfavorable business conditions.
The amount of the deferred 67 tax asset recognized and considered realizable could be reduced if projected income is not achieved due to various factors such as unfavorable business conditions.
Non-GAAP Measures When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and noninterest or fee income, reduced by operating expenses, the provision for credit losses, and the impact of income taxes and other noncore items shown in the table that follows.
Non-GAAP Measures When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and non-interest or fee income, reduced by operating expenses, the provision for credit losses, and the impact of income taxes and other non-core items shown in the table that follows.
The Company’s qualitative assessment is structured based upon nine qualitative risk factors impacting the expected risk of loss within the loan portfolio, with an additional factor 49 designed to capture model imprecision.
The Company’s qualitative assessment is structured based upon nine qualitative risk factors impacting the expected risk of loss within the loan portfolio, with an additional factor designed to capture model imprecision.
Management’s judgement is required for the selection and application of these factors which are derived from historical loss experience as well as assumptions surrounding expected future losses and economic forecasts. Loans that no longer share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting.
Management’s judgment is required for the selection and application of these factors which are derived from historical loss experience as well as assumptions surrounding expected future losses and economic forecasts. Loans that no longer share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting.
Unrealized gains 67 and losses on securities available-for-sale are reported, on an after-tax basis, as a separate component of stockholders’ equity in accumulated other comprehensive income. Recent Accounting Developments See Note 1, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.
Unrealized gains and losses on securities available-for-sale are reported, on an after-tax basis, as a separate component of stockholders’ equity in accumulated other comprehensive income. 68 Recent Accounting Developments See Note 1, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.
Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and may include adjustments to term extensions, interest rates, other than insignificant payment delays and/or a combination thereof. These actions are intended to minimize economic loss and avoid foreclosure or repossession of collateral.
Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and may include adjustments to term extensions, interest rates, and accommodations for other than insignificant payment delays and/or a combination thereof. These actions are intended to minimize economic loss and avoid foreclosure or repossession of collateral.
For further discussion regarding the credit risk and the credit quality of the Company’s loan portfolio, see Note 3, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report . Liquidity Risk Liquidity risk is the risk arising from the Company being unable to meet obligations when due.
For further discussion regarding the credit risk and the credit quality of the Company’s loan portfolio, see Note 5, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report . Liquidity Risk Liquidity risk is the risk arising from the Company being unable to meet obligations when due.
See Note 9, “ Derivatives and Hedging Activities” within Notes to Consolidated Financial Statements included in Item 8 of this Report for additional information regarding the Company’s derivative financial instruments. Movements in foreign currency rates or commodity prices do not directly or materially affect the Company’s earnings.
See Note 10, “ Derivatives and Hedging Activities” within Notes to Consolidated Financial Statements included in Item 8 of this Report for additional information regarding the Company’s derivative financial instruments. Movements in foreign currency rates or commodity prices do not directly or materially affect the Company’s earnings.
For additional discussion of the Company’s methodology of assessing the appropriateness of the allowance for credit losses, see Note 3, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report. Income Taxes The Company accounts for income taxes using two components of income tax expense, current and deferred.
For additional discussion of the Company’s methodology of assessing the appropriateness of the allowance for credit losses, see Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report. Income Taxes The Company accounts for income taxes using two components of income tax expense, current and deferred.
Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines. See Note 2 , “Securities” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.
Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines. See Note 3 , “Securities” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.
The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are found to be not accurate in all material respects. The Company incurred no material losses related to mortgage repurchases during the years ended December 31, 2024, 2023, and 2022.
The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are found to be not accurate in all material respects. The Company incurred no material losses related to mortgage repurchases during the years ended December 31, 2025, 2024, and 2023.
If such efforts by the Bank do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Bank may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan.
If such efforts by the Company do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Company may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan.
In addition, management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and credit losses. 34 Funding and the Net Interest Margin The Company’s overall sources of funding reflect strong business and retail deposit growth with a management emphasis on core deposit growth to fund loans.
In addition, management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and credit losses. 35 Funding and the Net Interest Margin The Company’s overall sources of funding reflect strong business and retail deposit growth with a management emphasis on core deposit growth to fund loans.
Management is responsible for comprehensive enterprise risk management, and continually strives to adopt and implement practices that strike an appropriate balance between risk and reward and permit the achievement of strategic goals in a controlled environment. The Company has implemented the “three lines of defense” enterprise risk management framework.
Management is responsible for comprehensive enterprise risk management, and continually strives to adopt and implement practices that strike an appropriate balance between risk and reward and permit the achievement of strategic goals in a controlled environment. The Company has implemented the “three lines of defense” enterprise risk management model .
Changes in these judgements and assumptions could be due to a number of circumstances which may have a direct impact on the provision for loan losses and may result in changes to the amount of allowance. The allowance for credit losses is increased by the provision for credit losses and by recoveries of loans previously charged off.
Changes in these judgments and assumptions could be due to a number of circumstances which may have a direct impact on the provision for loan losses and may result in changes to the amount of allowance. The allowance for credit losses is increased by the provision for credit losses and by recoveries of loans previously charged off.
In addition to customary operational liquidity practices, the Board and management recognize the need to establish reasonable guidelines to manage a heightened liquidity risk environment. Catalysts for elevated liquidity risk can be Company-specific issues and/or systemic industry-wide events.
In addition to customary operational liquidity practices, the Board and management recognize the need to establish reasonable guidelines to manage a heightened liquidity risk environment. Catalysts for elevated liquidity risk can be Company-specific issues and/or systemic macro-economic or industry-wide events.
Market and Interest Rate Risk Market risk refers to the risk of potential losses arising from changes in interest rates and the value of investments due to market conditions or other external factors or events. Interest rate risk is the most significant market risk to which the Company has exposure to due to the nature of its operations.
Market and Interest Rate Risk Market risk refers to the risk of potential losses arising from changes in interest rates and the value of assets due to market conditions or other external factors or events. Interest rate risk is the most significant market risk to which the Company has exposure to due to the nature of its operations.
For additional information regarding the Bank’s allowance for credit losses, see Note 1, “Summary of Significant Accounting Policies” and Note 3, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
For additional information regarding the Bank’s allowance for credit losses, see Note 1, “Summary of Significant Accounting Policies” and Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
Nontaxable income from loans and securities is presented on a fully tax-equivalent basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.
Non-taxable income from loans and securities is presented on a fully tax-equivalent basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.
The Bank has an agreement with LPL and its affiliates and their insurance subsidiary, LPL Insurance Associates, Inc., to offer the sale of mutual fund shares, unit investment trust shares, general securities, advisory platforms, fixed and variable annuities and life insurance.
The Bank has an agreement with LPL and its affiliates and their insurance subsidiary, LPL Insurance Associates, Inc., to offer the sale of mutual fund shares, unit investment trust shares, general securities, fixed and variable annuities and life insurance.
See Note 3, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report, for further details surrounding the primary drivers of the provision for credit losses during the period.
See Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report, for further details surrounding the primary drivers of the provision for credit losses during the period.
Accounts maintained by the Investment Management Group consist of managed and nonmanaged accounts. Managed accounts are those for which the Bank is responsible for administration and investment management and/or investment advice, while nonmanaged accounts are those for which the Bank acts solely as a custodian or directed trustee.
Accounts maintained by the Investment Management Group consist of managed and non-managed accounts. Managed accounts are those for which the Bank is responsible for administration and investment management and/or investment advice, while non-managed accounts are those for which the Bank acts solely as a custodian or directed trustee.
Valuation of Investment Securities Securities that the Company has the ability and intent to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premium and accretion of discount. Trading and equity securities are carried at fair value, with unrealized gains and losses recorded in other noninterest income.
Valuation of Investment Securities Securities that the Company has the ability and intent to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premium and accretion of discount. Trading and equity securities are carried at fair value, with unrealized gains and losses recorded in other non-interest income.
The following chart shows the components of noninterest income over the past five years: Expense Control Management seeks to take a balanced approach to noninterest expense control by monitoring ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives.
The following chart shows the components of non-interest income over the past five years: Expense Control Management seeks to take a balanced approach to non-interest expense control by monitoring ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives.
At December 31, 2024, the aggregate book value of securities issued by Fannie Mae, Freddie Mac and the U.S. Department of the Treasury exceeded 10% of stockholders’ equity.
At December 31, 2025, the aggregate book value of securities issued by Fannie Mae, Freddie Mac and the U.S. Department of the Treasury exceeded 10% of stockholders’ equity.
A loan remains on nonaccrual status until it becomes current with respect to principal and interest and remains current for a minimum period of six months, the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.
A loan remains on non-accrual status until it becomes current with respect to principal and interest and remains current for a minimum period of six months, the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.
Refer to the accompanying notes to consolidated financial statements in this report for further information and the expected timing of the applicable payments as of December 31, 2024.
Refer to the accompanying notes to consolidated financial statements in this report for further information and the expected timing of the applicable payments as of December 31, 2025.
The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable. Management’s allowance for credit loss estimate incorporates an economic forecast over a reasonable and supportable period of 12 months.
The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable. Management’s allowance for credit loss estimate inco rporates an economic forecast over a reasonable and supportable period of 12 months.
The Bank manages cybersecurity threats proactively and maintains robust controls to protect its critical systems and data by investing in secure, reliable and resilient technology infrastructure, fostering a culture of technology risk awareness and continuously improving its technology risk management practices.
The Bank manages cybersecurity threats proactively and maintains robust controls to protect its critical systems and information assets by investing in secure, reliable and resilient technology infrastructure, fostering a culture of technology risk awareness and continuously improving its technology risk management practices.
Taxes are discussed in more detail in Note 10, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
Taxes are discussed in more detail in Note 11, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
Valuation of Goodwill/Intangible Assets and Analysis for Impairment The Company has increased its market share through the acquisition of entire financial institutions accounted for under the acquisition method of accounting, as well as from the acquisition of branches (not the entire institution) and other nonbanking entities.
Valuation of Goodwill/Intangible Assets and Analysis for Impairment The Company has increased its market share through the acquisition of entire financial institutions accounted for under the acquisition method of accounting, as well as from the acquisition of branches (not the entire institution) and other non-banking entities.
The model estimates expected credit losses using loan level data over the contractual life of the exposure, which is adjusted for estimated prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period of one year, beyond which is a reversion to the Company’s historical long-run average over a period of six months.
The model estimates expected credit losses using loan 50 level data over the contractual life of the exposure, which is adjusted for estimated prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period of 12 months, beyond which is a reversion to the Company’s historical long-run average over a period of six months.
Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, nonperforming and/or put on nonaccrual status. Further details surrounding relevant asset quality categories are summarized below: Delinquency The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations.
Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, non-performing and/or put on non-accrual status. Further details surrounding relevant asset quality categories are summarized below: Delinquency The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations.
At December 31, 2024, the Company and the Bank exceeded the minimum requirements for Common Equity Tier 1 capital, Tier 1 capital, total capital, and Tier 1 leverage capital, inclusive of the capital conservation buffer. See Note 18, “Regulatory Matters” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding capital requirements.
At December 31, 2025, the Company and the Bank exceeded the minimum requirements for Common Equity Tier 1 capital, Tier 1 capital, total capital, and Tier 1 leverage capital, inclusive of the capital conservation buffer. See Note 19, “Regulatory Matters” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding capital requirements.
Table 3 - Securities Portfolio, Weighted Average Yields Within One Year One Year to Five Years Five Years to Ten Years Over Ten Years Total Weighted Average Yield Securities available for sale: U.S. government agency securities — 1.3 % — — 1.3 % U.S. treasury securities 0.6 % 1.0 % — — 0.9 % Agency mortgage-backed securities 3.7 % 2.4 % 2.0 % 2.9 % 2.6 % Agency collateralized mortgage obligations — — 2.1 % 3.4 % 3.3 % State, county, and municipal securities — 3.0 % — — 3.0 % Pooled trust preferred securities issued by banks and insurers — — — 5.1 % 5.1 % Small business administration pooled securities — — — 2.1 % 2.1 % Total available for sale securities 0.6 % 1.3 % 2.0 % 2.8 % 1.6 % Securities held to maturity: U.S. treasury securities — 1.3 % 1.5 % — 1.3 % Agency mortgage-backed securities 3.0 % 3.0 % 2.1 % 3.2 % 2.8 % Agency collateralized mortgage obligations — 2.5 % 1.1 % 1.6 % 1.7 % Small business administration pooled securities — — 2.5 % 4.1 % 4.0 % Total held to maturity securities 3.0 % 2.6 % 2.0 % 2.5 % 2.5 % Total 0.6 % 1.9 % 2.0 % 2.6 % 2.0 % As of December 31, 2024, the weighted average life of the securities portfolio was 3.7 years and the modified duration was 3.3 years.
Table 3 - Securities Portfolio, Weighted Average Yields Within One Year One Year to Five Years Five Years to Ten Years Over Ten Years Total Weighted Average Yield Securities available for sale: U.S. government agency securities 1.4 % 1.2 % — — 1.3 % U.S. treasury securities 0.8 % 1.2 % — — 1.0 % Agency mortgage-backed securities 1.2 % 3.0 % 2.1 % 4.0 % 3.6 % Agency collateralized mortgage obligations — 4.2 % 2.1 % 4.3 % 4.3 % Non-taxable municipal securities 3.9 % 3.7 % 4.1 % — 3.8 % Taxable municipal securities — 4.2 % 4.4 % 2.8 % 4.3 % Pooled trust preferred securities issued by banks and insurers — — — 4.4 % 4.4 % Small business administration pooled securities — — 2.7 % 1.9 % 2.1 % Total available for sale securities 1.0 % 2.2 % 3.7 % 4.0 % 2.9 % Securities held to maturity: U.S. treasury securities — 1.3 % 1.5 % — 1.3 % Agency mortgage-backed securities 2.8 % 2.8 % 1.9 % 3.2 % 2.7 % Agency collateralized mortgage obligations 3.2 % 1.9 % 1.0 % 1.5 % 1.7 % Small business administration pooled securities — — 2.5 % 4.0 % 4.0 % Total held to maturity securities 2.9 % 2.4 % 1.9 % 2.4 % 2.4 % Total 1.4 % 2.3 % 2.8 % 3.4 % 2.7 % As of December 31, 2025, the weighted average life of the securities portfolio was 3.7 years and the modified duration was 3.3 years.
The retail investments and insurance revenues were $4.4 million, $5.6 million, and $4.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
The retail investments and insurance revenues were $5.1 million, $4.4 million, and $5.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Comparison of 2023 vs. 2022 For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see Item 7.
Comparison of 2024 vs. 2023 For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see Item 7.
At December 31, 2024 and 2023, the Company had no securities categorized as level 3 within the fair value hierarchy. 43 The following table sets forth the weighted average yield for each range of contractual maturities of the Bank’s available for sale and held to maturity securities portfolios at December 31, 2024.
At December 31, 2025 and 2024, the Company had no securities categorized as level 3 within the fair value hierarchy. 44 The following table sets forth the weighted average yield for each range of contractual maturities of the Bank’s available for sale and held to maturity securities portfolios at December 31, 2025.
There were no other events or changes during the fourth quarter of 2024 that indicated impairment of goodwill and other intangible assets. For additional information regarding the goodwill and other intangible assets, see Note 5, “Goodwill and Other Intangible Assets” within the Notes to Consolidated Financial Statements included in Item 8 hereof.
There were no other events or changes during the fourth quarter of 2025 that indicated impairment of goodwill and other intangible assets. For additional information regarding the goodwill and other intangible assets, see Note 6, “Goodwill and Other Intangible Assets” within the Notes to Consolidated Financial Statements included in Item 8 hereof.
The Company recorded tax exempt income from life insurance policies in the amounts of $8.1 million, $7.9 million, and $7.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company also recorded gains on life insurance benefits of $457,000, $2.3 million, and $1.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company recorded tax exempt income from life insurance policies in the amounts of $9.4 million, $8.1 million, and $7.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company also recorded gains on life insurance benefits of $2.0 million, $457,000, and $2.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table summarizes the Company’s average interest-earning assets for each year presented: Management strives to be disciplined about loan pricing and considers interest rate sensitivity when generating loan assets.
The following table summarizes the Company’s period end interest-earning assets for each year presented: Management strives to be disciplined about loan pricing and considers interest rate sensitivity when generating loan assets.
U.S. government agency securities entail a lesser degree of risk than loans made by the Bank by virtue of the guarantees that back them, require less capital under risk-based capital rules than noninsured or nonguaranteed mortgage loans, are more liquid than individual mortgage loans, and may be used to collateralize borrowings or other obligations of the Bank.
U.S. government agency securities entail a lesser degree of risk than loans made by the Bank by virtue of the guarantees that back them, require less capital under risk-based capital rules than non-insured or non-guaranteed mortgage loans, are more liquid than individual mortgage loans, and may be used to collateralize borrowings or other obligations of the Bank.
(4) Net interest margin represents net interest income as a percentage of average interest-earning assets. 57 The following table presents certain information on a fully-tax equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated.
(3) Net interest margin represents net interest income as a percentage of average interest-earning assets. 58 The following table presents certain information on a fully-tax equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated.
PCD loans are recorded at amortized cost with an allowance for credit losses recorded upon purchase. Nonperforming Assets Nonperforming assets are typically comprised of nonperforming loans and other real estate owned (“OREO”). Nonperforming loans consist of nonaccrual loans and loans that are 90 days or more past due but still accruing interest.
PCD loans are recorded at amortized cost with an allowance for credit losses recorded upon purchase. Non-performing Assets Non-performing assets are typically comprised of non-performing loans and other real estate owned (“OREO”). Non-performing loans consist of non-accrual loans and loans that are 90 days or more past due but still accruing interest.
As of December 31, 2024 and December 31, 2023, included in the assets under administration amounts above, there were $491.5 million and $449.8 million, respectively, relating to the Company's registered investment advisor. The administration of trust and fiduciary accounts is monitored by the Trust Committee of the Bank’s Board of Directors.
As of December 31, 2025 and December 31, 2024, included in the assets under administration amounts above, there were $520.5 million and $491.5 million, respectively, relating to the Company’s registered investment advisor. The administration of trust and fiduciary accounts is monitored by the Trust Committee of the Bank’s Board of Directors.
This channel allows the Company to access a reciprocal deposit exchange that can be used to benefit customers seeking increased FDIC insurance protection, and amounted to $1.1 billion and $959.1 million in deposits, at December 31, 2024 and December 31, 2023, respectively.
This channel allows the Company to access a reciprocal deposit exchange that can be used to benefit customers seeking increased FDIC insurance protection, and amounted to $1.6 billion and $1.1 billion in deposits, at December 31, 2025 and December 31, 2024, respectively.
The effective tax rates in the table above are lower than the blended statutory tax rates due to the impact of discrete items, including tax benefits related to equity compensation and purchased state tax credits, as well as certain tax preference assets such as life insurance policies, tax exempt bonds, and federal tax credits.
The effective tax rates in the table are lower than the blended statutory tax rates due to the impact of discrete items, including tax benefits related to equity compensation, as well as certain tax preference assets such as life insurance policies, tax exempt bonds and federal tax credits, such as low income housing tax credits.
These include payments related to (i) borrowings (Note 7 - Borrowings ), (ii) lease obligations ( Note 16 - Leases), (iii) time deposits with stated maturity dates ( Note 6 - Deposits ), (iv) commitments to extend credit ( Note 17 - Commitments and Contingencies ), (v) derivative positions ( Note 9 - Derivatives and Hedging Activities), and (vi) unfunded commitments on low income housing project investments ( Note 11 - Low Income Housing Project Investments).
These include payments related to (i) borrowings (Note 8 - Borrowings ), (ii) lease obligations ( Note 17 - Leases), (iii) time deposits with stated maturity dates ( Note 7 - Deposits ), (iv) commitments to extend credit ( Note 18 - Commitments and Contingencies ), (v) derivative positions ( Note 10 - Derivatives and Hedging Activities), and (vi) unfunded commitments on low income housing project investments ( Note 12 - Low Income Housing Project Investments).
Total assets under administration as of December 31, 2024 were $7.0 billion, including $418.2 million of investment solutions designed by Rockland Trust that are administered and executed through its agreement with LPL Financial (“LPL”), compared to $6.5 billion and $383.0 million, respectively, at December 31, 2023.
Total assets under administration as of December 31, 2025 were $9.2 billion, including $444.3 million of investment solutions designed by Rockland Trust that are administered and executed through its agreement with LPL Financial (“LPL”), compared to $7.0 billion and $418.2 million, respectively, at December 31, 2024.
(2) Includes average nonaccruing loans. (3) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average costs of interest-bearing liabilities.
(2) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average costs of interest-bearing liabilities.
The Bank receives fees dependent upon the level and type of service(s) provided. The Investment Management Group generated gross fee revenues of $38.3 million, $34.6 million, and $32.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.
The Bank receives fees 55 dependent upon the level and type of service(s) provided. The Investment Management Group generated gross fee revenues of $45.0 million, $38.3 million, and $34.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The availability and cost of equity or debt on an unsecured basis is dependent on many factors, including the Company’s financial position, the market environment, and the Company’s credit rating. The Company monitors the factors that could affect its ability to raise liquidity through these channels.
Additionally, the Company is able to acquire brokered certificates of deposits at its discretion. The availability and cost of equity or debt on an unsecured basis is dependent on many factors, including the Company’s financial position, the market environment, and the Company’s credit rating. The Company monitors the factors that could affect its ability to raise liquidity through these channels.
Management, therefore, excludes items management considers to be noncore when computing the Company’s non-GAAP operating earnings and operating EPS, noninterest income on an operating basis and efficiency ratio on an operating basis.
Management, therefore, excludes items management considers to be non-core when computing the Company’s non-GAAP operating earnings and operating EPS, non-interest income on an operating basis, non-interest expense on an operating basis, and efficiency ratio on an operating basis.
The principal balance of loans serviced by the Bank on behalf of investors was $280.2 million at December 31, 2024 and $298.8 million at December 31, 2023. 45 The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated: Table 7 - Mortgage Servicing Asset 2024 2023 (Dollars in thousands) Beginning balance $ 2,641 $ 2,947 Additions 56 5 Amortization (392) (485) Change in valuation allowance 161 174 Ending balance $ 2,466 $ 2,641 See Note 9, “Derivatives and Hedging Activities,” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information on mortgage activity and mortgage related derivatives.
The principal balance of loans serviced by the Bank on behalf of investors was $266.0 million at December 31, 2025 and $280.2 million at December 31, 2024. 46 The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated: Table 7 - Mortgage Servicing Asset 2025 2024 (Dollars in thousands) Beginning balance $ 2,466 $ 2,641 Additions 103 56 Amortization (348) (392) Change in valuation allowance (12) 161 Ending balance $ 2,209 $ 2,466 See Note 10, “Derivatives and Hedging Activities,” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information on mortgage activity and mortgage related derivatives.
The table below reflects additional information related to loans which were sold during the periods indicated: Table 6 - Residential Mortgage Loan Sales Years Ended December 31 2024 2023 2022 (Dollars in thousands) Sold with servicing rights released $ 246,266 $ 75,548 $ 103,221 Sold with servicing rights retained (1) 8,333 649 863 Total loans sold $ 254,599 $ 76,197 $ 104,084 (1) All loans sold with servicing rights retained during the above periods were sold without recourse.
The table below reflects additional information related to loans which were sold during the periods indicated: Table 6 - Residential Mortgage Loan Sales Years Ended December 31 2025 2024 2023 (Dollars in thousands) Sold with servicing rights released $ 260,815 $ 246,266 $ 75,548 Sold with servicing rights retained (1) 1,953 8,333 649 Total loans sold $ 262,768 $ 254,599 $ 76,197 (1) All loans sold with servicing rights retained during the above periods were sold without recourse.
Table 1 - Selected Financial Data As of or for the Years Ended December 31 2024 2023 2022 2021 2020 (Dollars in thousands, except per share data) Financial condition data Securities $ 2,711,349 $ 2,930,860 $ 3,129,281 $ 2,664,859 $ 1,162,317 Loans 14,508,378 14,278,070 13,928,675 13,587,286 9,392,866 Allowance for credit losses (169,984) (142,222) (152,419) (146,922) (113,392) Goodwill and other intangibles 997,356 1,003,262 1,010,140 1,017,844 529,313 Total assets 19,373,565 19,347,373 19,294,174 20,423,405 13,204,301 Deposits 15,305,978 14,865,547 15,879,007 16,917,044 10,993,170 Borrowings 701,374 1,218,379 113,377 152,374 181,060 Stockholders’ equity 2,993,120 2,895,251 2,886,701 3,018,449 1,702,685 Nonperforming loans 101,529 54,383 54,881 27,820 66,861 Nonperforming assets 101,529 54,493 54,881 27,820 66,861 Operating data Interest income $ 852,753 $ 795,726 $ 642,840 $ 415,276 $ 402,069 Interest expense 291,024 189,205 29,591 13,717 34,341 Net interest income 561,729 606,521 613,249 401,559 367,728 Provision for credit losses 36,250 23,250 6,500 18,205 52,500 Noninterest income 128,014 124,609 114,667 105,850 111,440 Noninterest expenses 406,366 392,746 373,662 332,529 273,832 Net income 192,081 239,502 263,813 120,992 121,167 Per share data Net income — basic $ 4.52 $ 5.42 $ 5.69 $ 3.47 $ 3.64 Net income — diluted 4.52 5.42 5.69 3.47 3.64 Cash dividends declared 2.28 2.20 2.08 1.92 1.84 Book value 70.43 67.53 63.25 63.75 51.65 Tangible book value (1) 46.96 44.13 41.12 42.25 35.59 Performance ratios Return on average assets 0.99 % 1.24 % 1.33 % 0.81 % 0.96 % Return on average common equity 6.53 % 8.31 % 9.05 % 6.34 % 7.13 % Net interest margin (on a fully tax equivalent basis) 3.28 % 3.54 % 3.46 % 3.02 % 3.29 % Dividend payout ratio 50.08 % 40.92 % 35.53 % 51.85 % 50.21 % Asset quality ratios Nonperforming loans as a percent of gross loans 0.70 % 0.38 % 0.39 % 0.20 % 0.71 % Nonperforming assets as a percent of total assets 0.52 % 0.28 % 0.28 % 0.14 % 0.51 % Allowance for credit losses as a percent of total loans 1.17 % 1.00 % 1.09 % 1.08 % 1.21 % Allowance for credit losses as a percent of nonperforming loans 167.42 % 261.52 % 277.73 % 528.12 % 169.59 % Capital ratios Equity to assets 15.45 % 14.96 % 14.96 % 14.78 % 12.89 % Tangible equity to tangible assets (1) 10.86 % 10.31 % 10.26 % 10.31 % 9.26 % Tier 1 leverage capital ratio 11.32 % 10.96 % 10.99 % 12.03 % 9.56 % Common equity tier 1 capital ratio 14.65 % 14.19 % 14.33 % 14.30 % 12.67 % Tier 1 risk-based capital ratio 14.65 % 14.19 % 14.33 % 14.30 % 13.34 % Total risk-based capital ratio 16.04 % 15.91 % 16.11 % 16.04 % 15.13 % (1) Represents a non-GAAP measurement.
Table 1 - Selected Financial Data As of or for the Years Ended December 31 2025 2024 2023 2022 2021 (Dollars in thousands, except per share data) Financial condition data Securities $ 3,309,575 $ 2,711,349 $ 2,930,860 $ 3,129,281 $ 2,664,859 Loans 18,503,777 14,508,378 14,278,070 13,928,675 13,587,286 Allowance for credit losses (189,877) (169,984) (142,222) (152,419) (146,922) Goodwill and other intangibles 1,224,186 997,356 1,003,262 1,010,140 1,017,844 Total assets 24,912,896 19,373,565 19,347,373 19,294,174 20,423,405 Deposits 20,126,790 15,305,978 14,865,547 15,879,007 16,917,044 Borrowings 825,847 701,374 1,218,379 113,377 152,374 Stockholders’ equity 3,565,728 2,993,120 2,895,251 2,886,701 3,018,449 Non-performing loans 83,557 101,529 54,383 54,881 27,820 Non-performing assets 85,657 101,529 54,493 54,881 27,820 Operating data Interest income $ 1,022,400 $ 852,753 $ 795,726 $ 642,840 $ 415,276 Interest expense 313,569 291,024 189,205 29,591 13,717 Net interest income 708,831 561,729 606,521 613,249 401,559 Provision for credit losses 65,469 36,250 23,250 6,500 18,205 Non-interest income 148,689 128,014 124,609 114,667 105,850 Non-interest expenses 529,881 406,366 392,746 373,662 332,529 Net income 205,122 192,081 239,502 263,813 120,992 Per share data Net income — basic $ 4.44 $ 4.52 $ 5.42 $ 5.69 $ 3.47 Net income — diluted 4.44 4.52 5.42 5.69 3.47 Cash dividends declared 2.36 2.28 2.20 2.08 1.92 Book value 72.41 70.43 67.53 63.25 63.75 Tangible book value (1) 47.55 46.96 44.13 41.12 42.25 Performance ratios Return on average assets 0.92 % 0.99 % 1.24 % 1.33 % 0.81 % Return on average common equity 6.20 % 6.53 % 8.31 % 9.05 % 6.34 % Net interest margin (on a fully tax equivalent basis) 3.57 % 3.28 % 3.54 % 3.46 % 3.02 % Dividend payout ratio 50.65 % 50.08 % 40.92 % 35.53 % 51.85 % Asset quality ratios Non-performing loans as a percent of gross loans 0.45 % 0.70 % 0.38 % 0.39 % 0.20 % Non-performing assets as a percent of total assets 0.34 % 0.52 % 0.28 % 0.28 % 0.14 % Allowance for credit losses as a percent of total loans 1.03 % 1.17 % 1.00 % 1.09 % 1.08 % Allowance for credit losses as a percent of non-performing loans 227.24 % 167.42 % 261.52 % 277.73 % 528.12 % Capital ratios Equity to assets 14.31 % 15.45 % 14.96 % 14.96 % 14.78 % Tangible equity to tangible assets (1) 9.88 % 10.86 % 10.31 % 10.26 % 10.31 % Tier 1 leverage capital ratio 10.15 % 11.32 % 10.96 % 10.99 % 12.03 % Common equity tier 1 capital ratio 12.86 % 14.65 % 14.19 % 14.33 % 14.30 % Tier 1 risk-based capital ratio 12.86 % 14.65 % 14.19 % 14.33 % 14.30 % Total risk-based capital ratio 15.70 % 16.04 % 15.91 % 16.11 % 16.04 % (1) Represents a non-GAAP measurement.
The Company quantifies its interest rate exposures using net interest income simulation models, as well as simpler gap analysis, and an Economic Value of Equity analysis. Key assumptions in these analyses relate to behavior of interest rates and behavior of the Company’s deposit and loan customers.
The Company quantifies its interest rate exposures using net interest income and Economic Value of Equity analysis. Key assumptions in these analyses relate to behavior of interest rates and behavior of the Company’s deposit and loan customers.
Results of Operations Table 16 - Summary of Results of Operations Years Ended December 31 2024 2023 2022 (Dollars in thousands, except per share data) Net income $ 192,081 $ 239,502 $ 263,813 Diluted earnings per share $ 4.52 $ 5.42 $ 5.69 Return on average assets 0.99 % 1.24 % 1.33 % Return on average equity 6.53 % 8.31 % 9.05 % Stockholders’ equity as % of assets 15.45 % 14.96 % 14.96 % Net interest margin 3.28 % 3.54 % 3.46 % Net Interest Income The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.
Results of Operations Table 18 - Summary of Results of Operations Years Ended December 31 2025 2024 2023 (Dollars in thousands, except per share data) Net income $ 205,122 $ 192,081 $ 239,502 Diluted earnings per share $ 4.44 $ 4.52 $ 5.42 Return on average assets 0.92 % 0.99 % 1.24 % Return on average equity 6.20 % 6.53 % 8.31 % Stockholders’ equity as % of assets 14.31 % 15.45 % 14.96 % Net interest margin 3.57 % 3.28 % 3.54 % Net Interest Income The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.
The risk of prepayment tends to increase when interest rates fall. Since future prepayment behavior of loan customers is uncertain, interest rate sensitivity of loans cannot be determined with precision and actual behavior may differ from assumptions to a significant degree.
Since future prepayment behavior of loan customers is uncertain, interest rate sensitivity of loans cannot be determined with precision and actual behavior may differ from assumptions to a significant degree.
See footnotes to Table 17 above for the related adjustments. 58 Provision For Credit Losses The provision for credit losses represents the charge to expense that is required to maintain an adequate level of allowance for credit losses.
See footnote to Table 19 above for the related adjustments. 59 Provision For Credit Losses The provision for credit losses represents the charge to expense that is required to maintain an adequate level of allowance for credit losses.
Investment Management The following table presents total assets under administrations and number of accounts held by the Rockland Trust Investment Management Group at the following dates: Table 15 - Assets Under Administration December 31 2024 December 31 2023 December 31 2021 (Dollars in thousands) Assets under administration $ 7,035,315 $ 6,537,905 $ 5,792,857 Number of trust, fiduciary and agency accounts 6,637 6,550 6,459 54 The Company’s Investment Management Group provides investment management and trust services to individuals, institutions, small businesses, and charitable institutions.
Investment Management The following table presents total assets under administrations and number of accounts held by the Rockland Trust Investment Management Group at the following dates: Table 17 - Assets Under Administration December 31 2025 December 31 2024 December 31 2023 (Dollars in thousands) Assets under administration $ 9,217,333 $ 7,035,315 $ 6,537,905 Number of trust, fiduciary and agency accounts 7,843 6,637 6,550 The Company’s Investment Management Group provides investment management and trust services to individuals, institutions, small businesses, and charitable institutions.
(2) Loans and securities with a carrying value of $4.9 billion and $4.6 billion at December 31, 2024 and 2023, respectively, were pledged to the Federal Reserve Bank of Boston. (3) The additional borrowing capacity has not been assessed for these categories.
(2) Represents line of credit available to the parent Company. (3) Loans and securities with a carrying value of $8.3 billion and $4.6 billion at December 31, 2025 and 2024, respectively, were pledged to the Federal Reserve Bank of Boston. (4) The additional borrowing capacity has not been assessed for these categories.
The following table summarizes the impact of noncore items on net income and reconciles non-GAAP net operating earnings to net income available to common shareholders for the periods indicated: Years Ended December 31 Net Income Diluted Earnings Per Share 2024 2023 2024 2023 (Dollars in thousands, except per share data) Net income available to common shareholders (GAAP) $ 192,081 $ 239,502 $ 4.52 $ 5.42 Non-GAAP adjustments Noninterest expense components Add: merger and acquisition expenses 1,902 — 0.04 — Noncore increases to income before taxes 1,902 — 0.04 — Net tax benefit associated with noncore items (1) (535) — (0.01) — Noncore increases to net income 1,367 — 0.03 — Net operating earnings (Non-GAAP) $ 193,448 $ 239,502 $ 4.55 $ 5.42 (1) The net tax benefit associated with noncore items is determined by assessing whether each noncore item is included or excluded from net taxable income and applying the Company’s combined marginal tax rate only to those items included in net taxable income. 39 The following table summarizes the impact of noncore items with respect to the Company’s total revenue, noninterest income as a percentage of total revenue, and the efficiency ratio for the periods indicated: Years Ended December 31 2024 2023 2022 2021 2020 (Dollars in thousands) Net interest income (GAAP) $ 561,729 $ 606,521 $ 613,249 $ 401,559 $ 367,728 (a) Noninterest income (GAAP) $ 128,014 $ 124,609 $ 114,667 $ 105,850 $ 111,440 (b) Noninterest expense (GAAP) $ 406,366 $ 392,746 $ 373,662 $ 332,529 $ 273,832 (c) Less: Loss on termination of derivatives — — — — 684 Merger and acquisition expenses 1,902 — 7,100 40,840 — Noninterest expense on an operating basis (Non-GAAP) $ 404,464 $ 392,746 $ 366,562 $ 291,689 $ 273,148 (d) Total revenue (GAAP) $ 689,743 $ 731,130 $ 727,916 $ 507,409 $ 479,168 (a+b) Ratios Noninterest income as a % of total revenue (GAAP) (calculated by dividing total noninterest income by total revenue) 18.56 % 17.04 % 15.75 % 20.86 % 23.26 % (b/(a+b)) Efficiency ratio (GAAP) (calculated by dividing total noninterest expense by total revenue) 58.92 % 53.72 % 51.33 % 65.53 % 57.15 % (c/(a+b)) Efficiency ratio on an operating basis (Non-GAAP) (calculated by dividing total noninterest expense on an operating basis by total revenue) 58.64 % 53.72 % 50.36 % 57.49 % 57.00 % (d/(a+b)) 40 The following table summarizes the calculation of the Company’s tangible common equity ratio and tangible book value per share for the periods indicated: Years Ended December 31 2024 2023 2022 2021 2020 (Dollars in thousands, except per share data) Tangible common equity Stockholders’ equity $ 2,993,120 $ 2,895,251 $ 2,886,701 $ 3,018,449 $ 1,702,685 (a) Less: Goodwill and other intangibles 997,356 1,003,262 1,010,140 1,017,844 529,313 Tangible common equity (Non-GAAP) 1,995,764 1,891,989 1,876,561 2,000,605 1,173,372 (b) Tangible assets Assets (GAAP) 19,373,565 19,347,373 19,294,174 20,423,405 13,204,301 (c) Less: Goodwill and other intangibles 997,356 1,003,262 1,010,140 1,017,844 529,313 Tangible assets (Non-GAAP) $ 18,376,209 $ 18,344,111 $ 18,284,034 $ 19,405,561 $ 12,674,988 (d) Common shares 42,500,611 42,873,187 45,641,238 47,349,778 32,965,692 (e) Common equity to assets ratio (GAAP) 15.45 % 14.96 % 14.96 % 14.78 % 12.89 % (a/c) Tangible common equity to tangible assets ratio (Non-GAAP) 10.86 % 10.31 % 10.26 % 10.31 % 9.26 % (b/d) Book value per share (GAAP) $ 70.43 $ 67.53 $ 63.25 $ 63.75 $ 51.65 (a/e) Tangible book value per share (Non-GAAP) $ 46.96 $ 44.13 $ 41.12 $ 42.25 $ 35.59 (b/e) 41 SELECTED FINANCIAL DATA The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere herein.
The Company’s non-GAAP performance measures, including operating net income, operating EPS, operating return on average assets, operating return on average common equity, adjusted margin, tangible book value per share and the tangible common equity ratio, are not necessarily comparable to non-GAAP performance measures which may be presented by other companies. 39 The following table summarizes the impact of non-core items on net income and reconciles non-GAAP net operating earnings to net income available to common shareholders for the periods indicated: Years Ended December 31 Net Income Diluted Earnings Per Share 2025 2024 2025 2024 (Dollars in thousands, except per share data) Net income available to common shareholders (GAAP) $ 205,122 $ 192,081 $ 4.44 $ 4.52 Non-GAAP adjustments Provision for non-PCD acquired loans 34,519 — 0.75 — Non-interest expense components Add: merger and acquisition expenses 39,635 1,902 0.86 0.04 Non-core increases to income before taxes 74,154 1,902 1.61 0.04 Net tax benefit associated with non-core items (1) (19,239) (535) (0.42) (0.01) Add - adjustments for tax effect of previously incurred merger and acquisition expenses 381 — 0.01 — Total tax impact (18,858) (535) (0.41) (0.01) Non-core increases to net income 55,296 1,367 1.20 0.03 Net operating earnings (Non-GAAP) $ 260,418 $ 193,448 $ 5.64 $ 4.55 (1) The net tax benefit associated with non-core items is determined by assessing whether each non-core item is included or excluded from net taxable income and applying the Company’s combined marginal tax rate only to those items included in net taxable income. 40 The following table summarizes the impact of non-core items with respect to the Company’s total revenue, non-interest income as a percentage of total revenue, and the efficiency ratio for the periods indicated: Years Ended December 31 2025 2024 2023 2022 2021 (Dollars in thousands) Net interest income (GAAP) $ 708,831 $ 561,729 $ 606,521 $ 613,249 $ 401,559 (a) Non-interest income (GAAP) $ 148,689 $ 128,014 $ 124,609 $ 114,667 $ 105,850 (b) Non-interest expense (GAAP) $ 529,881 $ 406,366 $ 392,746 $ 373,662 $ 332,529 (c) Less: Merger and acquisition expenses 39,635 1,902 — 7,100 40,840 Non-interest expense on an operating basis (Non-GAAP) $ 490,246 $ 404,464 $ 392,746 $ 366,562 $ 291,689 (d) Total revenue (GAAP) $ 857,520 $ 689,743 $ 731,130 $ 727,916 $ 507,409 (a+b) Ratios Non-interest income as a % of total revenue (GAAP) (calculated by dividing total non-interest income by total revenue) 17.34 % 18.56 % 17.04 % 15.75 % 20.86 % (b/(a+b)) Non-interest income as a % of total revenue on an operating basis (Non-GAAP) (calculated by dividing total non-interest income on an operating basis by total revenue) 17.34 % 18.56 % 17.04 % 15.75 % 20.86 % (c/(a+c)) Efficiency ratio (GAAP) (calculated by dividing total non-interest expense by total revenue) 61.79 % 58.92 % 53.72 % 51.33 % 65.53 % (c/(a+b)) Efficiency ratio on an operating basis (Non-GAAP) (calculated by dividing total non-interest expense on an operating basis by total revenue) 57.17 % 58.64 % 53.72 % 50.36 % 57.49 % (d/(a+b)) 41 The following table summarizes the calculation of the Company’s tangible common equity ratio and tangible book value per share for the periods indicated: Years Ended December 31 2025 2024 2023 2022 2021 (Dollars in thousands, except per share data) Tangible common equity Stockholders’ equity $ 3,565,728 $ 2,993,120 $ 2,895,251 $ 2,886,701 $ 3,018,449 (a) Less: Goodwill and other intangibles 1,224,186 997,356 1,003,262 1,010,140 1,017,844 Tangible common equity (Non-GAAP) 2,341,542 1,995,764 1,891,989 1,876,561 2,000,605 (b) Tangible assets Assets (GAAP) 24,912,896 19,373,565 19,347,373 19,294,174 20,423,405 (c) Less: Goodwill and other intangibles 1,224,186 997,356 1,003,262 1,010,140 1,017,844 Tangible assets (Non-GAAP) $ 23,688,710 $ 18,376,209 $ 18,344,111 $ 18,284,034 $ 19,405,561 (d) Common shares 49,243,813 42,500,611 42,873,187 45,641,238 47,349,778 (e) Common equity to assets ratio (GAAP) 14.31 % 15.45 % 14.96 % 14.96 % 14.78 % (a/c) Tangible common equity to tangible assets ratio (Non-GAAP) 9.88 % 10.86 % 10.31 % 10.26 % 10.31 % (b/d) Book value per share (GAAP) $ 72.41 $ 70.43 $ 67.53 $ 63.25 $ 63.75 (a/e) Tangible book value per share (Non-GAAP) $ 47.55 $ 46.96 $ 44.13 $ 41.12 $ 42.25 (b/e) 42 SELECTED FINANCIAL DATA The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere herein.
These metrics are used by management to make key decisions regarding the Company’s balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying opportunities for improving the Company’s financial position or operating results. The Company focuses on organic growth, but will also consider growth through acquisition.
These metrics are used by management to make key decisions regarding the Company’s balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying opportunities for improving the Company’s financial position or operating results.
Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position. A late charge is usually assessed on loans upon expiration of the grace period.
Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position.
Borrowings The Company’s borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity. Borrowings were $701.4 million at December 31, 2024, representing a decrease of $517.0 million, compared to December 31, 2023.
Borrowings The Company’s borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity. Borrowings were $825.8 million at December 31, 2025, representing an increase of $124.5 million, compared to December 31, 2024.

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