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What changed in NBT BANCORP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NBT BANCORP INC'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.

+294 added−317 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in NBT BANCORP INC's 2025 10-K

294 paragraphs added · 317 removed · 220 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

55 edited+17 added−30 removed114 unchanged
Biggest changeThe NBT iSelect Account was introduced in 2021 and has received certification for meeting the Bank On National Account Standards every year since its inception. Over 18,000 NBT iSelect Accounts have been opened since 2021. These accounts feature no monthly charges for maintenance, inactivity or dormancy, no overdraft fees and no minimum balance requirement.
Biggest changeDeposit accounts include low balance savings and checking options that feature minimal or no monthly service fees, provide assistance rebuilding positive deposit relationships, and assistance for those just starting a new banking relationship. The NBT iSelect Account was introduced in 2021 and has received certification for meeting the Bank On National Account Standards every year since its inception.
Through NBT Financial, the Company operates EPIC Advisors, Inc. (“EPIC”), a national benefits administration firm which was acquired by the Company on January 21, 2005. Among other services, EPIC provides retirement plan administration. EPIC’s headquarters are located in Rochester, New York. NBT Holdings, Inc.
NBT Financial Services, Inc. Through NBT Financial, the Company operates EPIC Advisors, Inc. (“EPIC”), a national benefits administration firm which was acquired by the Company on January 21, 2005. Among other services, EPIC provides retirement plan administration. EPIC’s headquarters are located in Rochester, New York. NBT Holdings, Inc.
Among other factors, net income is also affected by provision for loan losses and noninterest income, such as service charges on deposit accounts, card services income, retirement plan administration fees, wealth management revenue including financial services and trust revenue, insurance services, bank owned life insurance income and gains/losses on securities sales, as well as noninterest expenses, such as salaries and employee benefits, technology and data services, occupancy, professional fees and outside services, office supplies and postage, amortization of intangible assets, loan collection and OREO expenses, advertising, FDIC assessment expenses and other expenses.
Among other factors, net income is also affected by provision for loan losses and noninterest income, such as service charges on deposit accounts, card services income, retirement plan administration fees, wealth management revenue including financial services and trust revenue, insurance services, bank owned life insurance income and gains/losses on securities sales, as well as noninterest expenses, such as salaries and employee benefits, technology and data services, occupancy, professional fees and outside services, office supplies and postage, amortization of intangible assets, loan collection and OREO expenses, marketing, FDIC assessment expenses and other expenses.
Through NBT Holdings, the Company operates NBT Insurance Agency, LLC (“NBT Insurance”), a full-service insurance agency acquired by the Company on September 1, 2008. NBT Insurance is headquartered in Norwich, New York.
Through NBT Holdings, the Company operates NBT Insurance Agency, LLC (“NBT Insurance”), a full-service regional insurance agency acquired by the Company on September 1, 2008. NBT Insurance is headquartered in Norwich, New York.
The Bank was in compliance with FHLB rules and requirements as of December 31, 2024. 11 Table of Contents Debit Card Interchange Fees The Dodd-Frank Act requires that any interchange transaction fee charged for a debit transaction be reasonable and proportional to the cost incurred by the issuer for the transaction.
The Bank was in compliance with FHLB rules and requirements as of December 31, 2025. 11 Table of Contents Debit Card Interchange Fees The Dodd-Frank Act requires that any interchange transaction fee charged for a debit transaction be reasonable and proportional to the cost incurred by the issuer for the transaction.
These institutions may have the ability to finance wide-ranging advertising campaigns and may be able to offer lower rates on loans and higher rates on deposits than the Company can offer. Some of these institutions offer services, such as credit cards and international banking, which the Company does not directly offer.
These institutions may have the ability to finance wide-ranging marketing campaigns and may be able to offer lower rates on loans and higher rates on deposits than the Company can offer. Some of these institutions offer services, such as credit cards and international banking, which the Company does not directly offer.
In the right way.” Community Engagement The Company is engaged in the communities where we do business and where our employees and directors live and work. We live out our core value of community involvement through investments of both money and the time of our employees.
Doing the right things. In the right way.” Community Engagement The Company is engaged in the communities where we do business and where our employees and directors live and work. We live out our core value of community involvement through investments of both money and the time of our employees.
In 2023, the NBT CEI-Boulos Impact Fund announced its first equity investment in The Flanigan Square Transformation Project that will provide affordable workforce housing and a grocery store in a historically underinvested North Central neighborhood in Troy as part of an approximately $75 million socially impactful, environmentally conscious, transit-oriented and community informed master plan.
In 2023, the NBT CEI-Boulos Impact Fund announced its first equity investment in The Flanigan Square Transformation Project that now provides affordable workforce housing and a grocery store in a historically underinvested North Central neighborhood in Troy as part of an approximately $75 million socially impactful, environmentally conscious, transit-oriented and community informed master plan.
Through our active contribution program, administered by market-based committees with representation from all lines of business, the Company contributed over $2.3 million in 2024.
Through our active contribution program, administered by market-based committees with representation from all lines of business, the Company contributed over $3 million in 2025.
It is not clear at this time what the effects on the Company and the Bank will be of any legislation or regulatory changes that may be enacted or implemented by the Trump administration. 9 Table of Contents Federal Bank Holding Company Regulation The Company is a bank holding company as defined by the BHC Act.
It is not clear at this time what the effects on the Company and the Bank will be of any legislation or regulatory changes that may be enacted or implemented by the current administration or otherwise in the future. 9 Table of Contents Federal Bank Holding Company Regulation The Company is a bank holding company as defined by the BHC Act.
NBT Bank, National Association The Bank, a full-service commercial bank formed in 1856, provides a broad range of financial products to individuals, corporations and municipalities throughout upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut.
NBT Bank, National Association The Bank, a full-service commercial bank formed in 1856, provides a broad range of financial products to individuals, corporations and municipalities through its network of branch locations throughout upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut.
A consistent way the Company and our employees support our communities across our markets is through giving to United Way chapters in the form of corporate pledges and employee campaign contributions. In 2024, these commitments resulted in nearly $365,000 in funding for United Way chapters that provide resources to local organizations offering critical education, financial, food security and health services.
A consistent way the Company and our employees support our communities across our markets is through giving to United Way chapters in the form of corporate pledges and employee campaign contributions. In 2025, these commitments resulted in over $375,000 in funding for United Way chapters that provide resources to local organizations offering critical education, financial, food security and health services.
In 2024, the Company’s employees reported over 10,500 hours of volunteer service. The NBT CEI-Boulos Impact Fund is a $10 million real estate equity investment fund with the Bank as the sole investor.
In 2025, the Company’s employees reported 12,500 hours of volunteer service. The NBT CEI-Boulos Impact Fund is a $10 million real estate equity investment fund with the Bank as the sole investor.
See the section titled “Community Reinvestment Act of 1977” for further information relating to the CRA.
See the section captioned “Community Reinvestment Act of 1977” for further information relating to the CRA.
At December 31, 2024, the Bank qualified as “well-capitalized” under applicable regulatory capital standards.
At December 31, 2025, the Bank qualified as “well capitalized” under applicable regulatory capital standards.
The Bank offers various types of each deposit account to accommodate the needs of its customers with varying rates, terms and features. Loan products offered by the Bank include indirect and direct consumer loans, home equity loans, mortgages, business banking loans and commercial loans, with varying rates, terms and features to accommodate the needs of its customers.
Loan products offered by the Bank include indirect and direct consumer loans, home equity loans, mortgages, business banking loans and commercial loans, with varying rates, terms and features to accommodate the needs of its customers.
In addition to its branch network, the Bank also offers access to certain products and services electronically through 24-hour online, mobile and telephone channels that enable customers to check balances, make deposits, transfer funds, pay bills, access statements, apply for loans and access various other products and services. NBT Financial Services, Inc.
In addition to its branch network, the Bank also offers access to certain products and services electronically through 24-hour online, mobile and telephone channels as well as to a network of ATM locations that enable customers to check balances, make deposits, transfer funds, pay bills, access statements, apply for loans and access various other products and services.
The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity and other capital instrument repurchases and compensation based on the amount of the shortfall.
Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity and other capital instrument repurchases and compensation based on the amount of the shortfall.
The Company incurred acquisition expenses related to the Salisbury merger of $10.0 million for the year ended December 31, 2023 and $1.0 million for year ended December 31, 2022. 5 Table of Contents Competition The financial services industry, including commercial banking, is highly competitive, and we encounter strong competition for deposits, loans and other financial products and services in our market area.
The Company incurred acquisition expenses related to the merger of $19.5 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively. 5 Table of Contents Competition The financial services industry, including commercial banking, is highly competitive, and we encounter strong competition for deposits, loans and other financial products and services in our market area.
This system is not designed to protect equity investors in bank holding companies, such as the Company. Set forth below is a summary of the significant laws and regulations applicable to the Company and its subsidiaries. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described.
Set forth below is a summary of the significant laws and regulations applicable to the Company and its subsidiaries. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described.
The Capital Rules: (1) require a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (2) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (3) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (4) expand the scope of the deductions from and adjustments to capital as compared to existing regulations.
The Capital Rules also addressed asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing general risk-weighting approach with a more risk-sensitive approach. 12 Table of Contents The Capital Rules: (1) require a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (2) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (3) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (4) expand the scope of the deductions from and adjustments to capital as compared to existing regulations.
Evans, with assets of approximately $2.19 billion at December 31 2024, is headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, is a federally-chartered national banking association operating 18 banking locations in Western New York.
Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities.
The Trusts are VIEs for which the Company is not the primary beneficiary, as defined by FASB ASC. In accordance with ASC, the accounts of the Trusts are not included in the Company’s consolidated financial statements.
The Company guarantees, on a limited basis, payments of distributions on the trust preferred securities and payments on redemption of the trust preferred securities. The Trusts are VIEs for which the Company is not the primary beneficiary, as defined by FASB ASC. In accordance with ASC, the accounts of the Trusts are not included in the Company’s consolidated financial statements.
Pursuant to the Capital Rules, the minimum capital ratios are: ● 4.5% CET1 to risk-weighted assets; ● 6.0% Tier 1 capital (CET1 plus Additional Tier 1 capital) to risk-weighted assets; ● 8.0% Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and ● 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”). 12 Table of Contents The Capital Rules also require a “capital conservation buffer,” composed entirely of CET1, on top of these minimum risk-weighted asset ratios.
Pursuant to the Capital Rules, the minimum capital ratios are: ● 4.5% CET1 to risk-weighted assets; ● 6.0% Tier 1 capital (CET1 plus Additional Tier 1 capital) to risk-weighted assets; ● 8.0% Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and ● 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
The capital conservation buffer was phased in incrementally until when, on January 1, 2019, the capital conservation buffer was fully phased in, resulting in the capital standards applicable to the Company and the Bank including an additional capital conservation buffer of 2.5% of CET1, and effectively resulting in minimum ratios inclusive of the capital conservation buffer of (1) CET1 to risk-weighted assets of at least 7%, (2) Tier 1 capital to risk-weighted assets of at least 8.5% and (3) Total capital to risk-weighted assets of at least 10.5%.
The additional capital conservation buffer applicable to the Company and the Bank is 2.5% of CET1, and effectively results in minimum ratios inclusive of the capital conservation buffer of (1) CET1 to risk-weighted assets of at least 7%, (2) Tier 1 capital to risk-weighted assets of at least 8.5% and (3) Total capital to risk-weighted assets of at least 10.5%.
These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms.
Office of Foreign Assets Control Regulation The United States government has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms.
The NBT CEI-Boulos Impact Fund made a $3.84 million equity investment for a majority ownership stake in two of the three components of the project. Progress is continuing with this project with the Bargain Grocery opening in 2024 and Flanigan Square Lofts expected to open in early 2025.
The NBT CEI-Boulos Impact Fund made a $3.84 million equity investment for a majority ownership stake in two of the three components of the project. The Bargain Grocery opened in 2024, and 72 units of affordable and workforce housing are available with the opening of the Flanigan Square Lofts in 2025.
As of the acquisition date, the fair value discount was $78.7 million for loans, net of the reclassification of the PCD allowance, and was $3.0 million for subordinated debt.
As of the acquisition date, the fair value discount was $95.2 million for loans, net of the reclassification of the PCD allowance and $0.6 million net discount related to long-term debt.
We accomplish this by building our program around six foundational control areas: program oversight and governance, safeguards and controls, security awareness training, service provider oversight, incident response and business continuity.
The high-level objective of the information security program is to protect the confidentiality, integrity and availability of all information assets in our environment. We accomplish this by building our program around six foundational control areas: program oversight and governance, safeguards and controls, security awareness training, service provider oversight, incident response and business continuity.
Applicable laws and regulations also limit the interest rate that any depository institution that is not well-capitalized may pay on brokered deposits.
Under FDIC laws and regulations, no FDIC-insured depository institution can accept brokered deposits unless it is well capitalized or unless it is adequately capitalized and receives a waiver from the FDIC. Applicable laws and regulations also limit the interest rate that any depository institution that is not well capitalized may pay on brokered deposits.
In connection with the acquisition of Alliance Financial Corporation (“Alliance”), the Company acquired two statutory trusts, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II, which were formed in 2003 and 2006, respectively. The Company guarantees, on a limited basis, payments of distributions on the trust preferred securities and payments on redemption of the trust preferred securities.
In connection with the acquisition of Alliance Financial Corporation (“Alliance”), the Company acquired two statutory trusts, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II, which were formed in 2003 and 2006, respectively. In connection with the acquisition of Evans Bancorp, Inc. (“Evans”), the Company acquired one statutory trust, Evans Capital Trust I, which was formed in 2004.
The controls identified in our enterprise security program are managed by various stakeholders throughout the Company and monitored by the information security team. All employees are required to complete information security and privacy training when they join the Company and then complete annual online training certification and ad hoc face to face trainings.
The controls identified in our enterprise security program are managed by various stakeholders throughout the Company and monitored by the information security team. All employees complete security and privacy training upon hire and annually thereafter, supplemented by ad hoc sessions.
The PIC holds loans collateralized by real estate originated or purchased by the Bank. Income of the PIC is exempt from the Connecticut Corporate Business Tax. Segment Reporting The Company has identified two reportable segments: Banking and Retirement Plan Administration. See Note 1 and Note 22 to the consolidated financial statements included in Item 8.
The PIC holds loans collateralized by real estate originated or purchased by the Bank. Income of the PIC is exempt from the Connecticut Corporate Business Tax. Evans National Holding Corp., acquired in 2025 in connection with the Evans acquisition, is a real estate investment trust. Segment Reporting The Company has identified two reportable segments: Banking and Retirement Plan Administration.
Supervision and Regulation The Company, the Bank and certain of its non-banking subsidiaries are subject to extensive regulation under federal and state laws. The regulatory framework applicable to bank holding companies and their subsidiary banks is intended to protect depositors, federal deposit insurance funds and the stability of the U.S. banking system.
The regulatory framework applicable to bank holding companies and their subsidiary banks is intended to protect depositors, federal deposit insurance funds and the stability of the U.S. banking system. This system is not designed to protect equity investors in bank holding companies, such as the Company.
The Capital Rules revised the definitions and the components of regulatory capital, as well as addressed other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Capital Rules also addressed asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing general risk-weighting approach with a more risk-sensitive approach.
The Capital Rules revised the definitions and the components of regulatory capital, as well as addressed other issues affecting the numerator in banking institutions’ regulatory capital ratios.
Identity Theft Prevention The FCRA’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program.
Identity Theft Prevention The FCRA’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program. Our program includes policies and procedures to detect suspicious patterns or practices, such as inconsistencies in personal information or unusual account activity, that may indicate identity theft.
(“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II (collectively, the “Trusts”). The principal sources of revenue for NBT Bancorp Inc. are the management fees and dividends it receives from the Bank, NBT Financial and NBT Holdings.
(“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I, Alliance Financial Capital Trust II and Evans Capital Trust I (collectively, the “Trusts”).
The Company’s values-based Code of Business Conduct and Ethics is extensively communicated on our website and targeted internal communications platforms. Frequent training specific to managers and employees, regular publication of our whistleblower policy and reporting mechanisms provide framework to the Company’s motto of: “The right people. Doing the right things.
Our values-based Code of Business Conduct and Ethics is prominently communicated through our website and internal platforms, ensuring clarity and accessibility for all employees. To reinforce these principles, we provide frequent, role-specific training for managers and employees, along with regular updates on our Whistleblower Policy and reporting mechanisms. These measures reflect our guiding motto: “The right people.
Our home lending team includes affordable housing loan originators, and we maintain longstanding relationships with affordable housing agency partners across our banking footprint that offer first-time homebuyer education programs and assistance with down payments and closing costs. 8 Table of Contents Environmental The Company is focused on the environment and committed to business practices and activities that encourage sustainability and minimize our environmental impact.
These partners provide first-time homebuyer education as well as assistance with down payments and closing costs, helping to ensure that more borrowers can achieve sustainable homeownership. 8 Table of Contents Environmental The Company is focused on the environment and committed to business practices and activities that encourage sustainability and minimize our environmental impact.
In connection with the acquisition, the Company issued 4.32 million shares of common stock and acquired approximately $1.46 billion of identifiable assets, including $1.18 billion of loans, $122.7 million in investment securities which were sold immediately after the merger, $31.2 million of core deposit intangibles and $4.7 million in a wealth management customer intangible, as well as $1.31 billion in deposits.
In connection with the acquisition, the Company issued 5.1 million shares of common stock and acquired approximately $131.2 million of identifiable net assets, including $1.67 billion of loans, $255.5 million in AFS investment securities, which were sold during the second quarter of 2025, $33.2 million of core deposit intangibles and $1.86 billion in deposits.
Merger On August 11, 2023, the Company completed its acquisition of Salisbury through the merger of Salisbury with and into the Company, with the Company as the surviving entity, and the merger of Salisbury Bank with and into the Bank, with the Bank as the surviving bank, for $161.7 million in stock.
Merger On May 2, 2025, the Company completed the acquisition of Evans, through the merger of Evans with and into the Company, with the Company surviving the merger, and the merger of Evans Bank with and into the Bank, with the Bank as the surviving bank. Total consideration for the acquisition was $221.8 million in common stock.
More information can be located on the Company’s website www.nbtbank.com/Personal/Customer-Support/Fraud-Information-Center. For more information regarding the Company’s cybersecurity policies and practices, see Item 1C. Cybersecurity below. 6 Table of Contents Human Capital Resources At December 31, 2024, the Company had 2,083 full-time equivalent employees. The Company’s employees are not presently represented by any collective bargaining group.
Cybersecurity below. 6 Table of Contents Human Capital Resources At December 31, 2025, the Company had 2,303 full-time equivalent employees. The Company’s employees are not presently represented by any collective bargaining group. Our employees are the foundation of our success.
Our Personal Advancement Through Honing Self-Awareness program is designed to support employees who are new to the banking industry and need assistance in defining career goals. Employees voluntarily enroll in the program and find support in navigating their own career development through assessments, training and facilitated discussions with our Talent Development Business Partners.
For those new to the banking industry, our Personal Advancement Through Honing Self-Awareness program provides guidance in defining career goals through assessments, training and facilitated discussions with Talent Development Business Partners. Employees pursuing undergraduate or graduate degrees benefit from our Tuition Reimbursement Program, supporting their academic and professional ambitions.
Products The Company offers a comprehensive array of financial products and services for consumers and businesses with options that are beneficial to unbanked and underbanked individuals. Deposit accounts include low balance savings and checking options that feature minimal or no monthly service fees, provide assistance rebuilding positive deposit relationships, and assistance for those just starting a new banking relationship.
Flexible Banking Products The Company offers a comprehensive array of financial products and services for consumers and businesses with options that are beneficial to unbanked and underbanked individuals.
Collectively, NBT Bancorp Inc. and its subsidiaries are referred to herein as (the “Company”). As of December 31, 2024, the Company had assets of $13.79 billion and stockholders’ equity of $1.53 billion on a consolidated basis.
As of December 31, 2025, the Company had assets of $16.00 billion and stockholders’ equity of $1.90 billion on a consolidated basis.
The Company has banking locations in forty-two counties in the states of New York, Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and Connecticut. Data Privacy and Security Practices The Company’s enterprise security strategy revolves around people, processes and technology.
The Company has banking locations in forty-seven counties in the states of New York, Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and Connecticut. Data Privacy and Security Practices The Company employs a defense-in-depth strategy, which involves a layered approach combining physical and logical controls to ensure comprehensive protection of Company and client information.
The federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cyber security risks and identify, assess and mitigate these risks, both internally and at critical third party services providers. 15 Table of Contents Community Reinvestment Act of 1977 The Bank has a responsibility under the CRA, as implemented by OCC regulations, to help meet the credit needs of the communities it serves, including low- and moderate-income neighborhoods.
The Company continues to invest in advanced technologies and partnerships to strengthen its cybersecurity posture and mitigate emerging threats. 15 Table of Contents Community Reinvestment Act of 1977 The Bank has a responsibility under the CRA, as implemented by OCC regulations, to help meet the credit needs of the communities it serves, including low- and moderate-income neighborhoods.
Our suite of home lending products features innovative and flexible options, including government guaranteed programs like Federal Housing Administration (“FHA”), USDA Rural Housing Program and U.S. Department of Veterans Affairs (“VA”) loans. In addition, we have many offerings developed in house, including our Habitat for Humanity, Home in the City, Portfolio Housing Agency and Portfolio 97 programs.
The Company is committed to making homeownership accessible to individuals and families across the communities we serve. Our suite of home lending products includes innovative and flexible options, such as government guaranteed programs through the Federal Housing Administration (“FHA”), the USDA Rural Housing Program and the U.S. Department of Veterans Affairs (“VA”).
We continue to digitize loan origination and deposit account opening processes, reducing trips to the bank and paper documents for our customers. Across our footprint, we host community shred days with multiple confidential document destruction companies to promote safe document disposal and recycling.
Across our footprint, we host community shred days with multiple confidential document destruction companies to promote safe document disposal and recycling. Supervision and Regulation The Company, the Bank and certain of its non-banking subsidiaries are subject to extensive regulation under federal and state laws.
These programs have been designed to meet the objectives outlined in our succession plan. Our Management Development Program aims to attract diverse talent, primarily college seniors by offering accelerated career advancement and mentoring with senior executives.
Beyond employee-driven development, we offer strategic programs designed to attract and grow top talent early in their careers and to accelerate the advancement of high potential and emerging leaders. These initiatives align with our succession planning objectives. The Management Development Program targets college seniors by offering accelerated career paths and executive mentoring.
The Bank is also subject to data security standards, privacy and data breach notice requirements, primarily those issued by the OCC.
The Bank is also subject to data security standards, privacy and data breach notice requirements, primarily those issued by the OCC. The federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cybersecurity risks and identify, assess and mitigate these risks, both internally and at critical third party services providers.
An enhanced digital banking platform incorporates ready access through online and mobile services to current credit score information and a personal financial management tool for budget and expense tracking. The Company is focused on making home ownership accessible to everyone in the communities we serve.
Over 26,000 NBT iSelect Accounts have been opened since 2021. These accounts feature no monthly charges for maintenance, inactivity or dormancy, no overdraft fees and no minimum balance requirement. The Company’s modern digital banking platform incorporates ready access through online and mobile services to current credit score information and a personal financial management tool for budget and expense tracking.
Through its network of branch locations, the Bank offers a wide range of products and services tailored to individuals, businesses and municipalities. Deposit products offered by the Bank include demand deposit accounts, savings accounts, NOW accounts, MMDA and CD accounts.
Deposit products offered by the Bank include demand deposit accounts, savings accounts, interest-bearing checking accounts, MMDA and CD accounts. The Bank offers various types of each deposit account to accommodate the needs of its customers with varying rates, terms and features.
Financial Statements and Supplementary Data, which are included elsewhere in this report. Evans Bancorp, Inc. Merger On September 9, 2024, the Company and the Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evans and Evans Bank, Evans’s subsidiary bank, and pursuant to which the Company will acquire Evans.
See Note 1 and Note 22 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, which are included elsewhere in this report. Evans Bancorp, Inc.
All employees have access to the LinkedIn Learning Library, which is intended to make learning and development accessible in a concise, easily consumable format that enables employees to acquire the skills they need to achieve individual career aspirations. Currently, 85% of our employees are active in the learning library and are taking full advantage of this resource.
Every employee has access to the LinkedIn Learning Library, offering thousands of courses in a concise, easily consumable format to help individuals build skills and achieve their career aspirations. Today, 90% of our employees actively use this resource, demonstrating a strong commitment to personal development.
Removed
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, Evans will merge with and into the Company, with the Company as the surviving entity, and immediately thereafter, Evans Bank will merge with and into the Bank, with the Bank as the surviving bank (the “Merger”).
Added
The principal sources of revenue for NBT Bancorp Inc. are the management fees and dividends it receives from the Bank, NBT Financial and NBT Holdings. Collectively, NBT Bancorp Inc. and its subsidiaries are referred to herein as (the “Company”).
Removed
Under the terms of the Merger Agreement, each outstanding share of Evans common stock will be converted into the right to receive 0.91 shares of the Company’s common stock.
Added
We engage external consultants for periodic audits, including penetration testing, using simulated cyberattacks to identify vulnerabilities-on public-facing websites and corporate networks. The Board receives regular reports from the Information Security Officer on program status. Additional resources are available at www.nbtbank.com/Personal/Customer-Support/Fraud-Information-Center. For more information regarding the Company’s cybersecurity policies and practices, see Item 1C.
Removed
In December 2024, NBT announced that it had received the regulatory approval from the OCC and the waiver from the Federal Reserve Bank of New York necessary to complete its acquisition of Evans. Also in December 2024, the shareholders of Evans voted to approve the Merger.
Added
We are committed to attracting, developing and retaining exceptional talent while fostering a culture of inclusion and belonging grounded in our values. We strive to create an environment where every individual feels respected, supported and empowered to contribute fully.
Removed
Evans reported over 75% of the issued and outstanding shares of Evans were represented at a special shareholder meeting and over 96% of the votes cast were voted to approve the Merger. NBT and Evans anticipate closing the transaction in second quarter of 2025 in conjunction with the core system conversion, pending customary closing conditions.
Added
A workforce enriched by diverse perspectives is a competitive advantage which strengthens our ability to understand markets, serve customers and deliver results. Our talent strategy goes beyond hiring to include continuous development, performance recognition and career growth. We invest in our people and celebrate achievements to ensure every employee has the opportunity to thrive and make a meaningful impact.
Removed
The Company incurred acquisition expenses related to the Merger of $1.5 million for the year ended December 31, 2024. Salisbury Bancorp, Inc.
Added
Investment in Our People We believe that investing in our people is essential to sustaining a high-performing culture. We prioritize attracting, developing and retaining top talent, recognizing that a positive employee experience is essential, especially in today’s competitive labor market.
Removed
Salisbury Bank was a Connecticut-chartered commercial bank headquartered in Lakeville, Connecticut, operating 13 banking offices in northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts.
Added
We offer a comprehensive Total Rewards Program that supports the health, well-being and financial security of our employees while maintaining responsible cost management. This commitment is central to our Human Resource strategic pillars of positioning the Company as an employer of choice, aligning people strategies with business goals, and enhancing engagement and retention.
Removed
The Company established a $14.5 million allowance for acquired Salisbury loans which included both the $5.8 million allowance for PCD loans reclassified from loans and the $8.8 million allowance for non-PCD loans recognized through the provision for loan losses.
Added
This strategy includes enhanced benefits such as paid parental leave, flexible work arrangements, paid time off, retirement transition options and a robust Employee Assistance Program with expanded coverage and health resources. Our incentive programs are designed to recognize contributions at all levels and motivate employees to achieve shared success, while incorporating strong risk management practices.
Removed
The Company implements a defense-in-depth strategy, integrating physical and logical controls within a layered security model to ensure comprehensive end-to-end protection of Company and client information. The high-level objective of the information security program is to protect the confidentiality, integrity and availability of all information assets in our environment.
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By supporting overall well-being and rewarding performance, we create an environment where employees can thrive personally and professionally. Engaging Employees We recognize that employee engagement is essential to sustaining strong company performance. While our retention rate remains consistently strong, we continue to invest in strategies to motivate, connect and engage our employees.
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The Company engages outside consultants to perform periodic audits of our information and data security controls and processes including penetration testing of the Company’s public facing websites and corporate networks. The Board requires the Company’s Information Security Officer to report to them the status of the overall information security and data privacy program on a recurring basis.
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These include career planning conversations, ongoing coaching, goal setting, individualized development plans and enhanced communication, all of which contribute to long-term satisfaction and growth. Our 2025 Employee Engagement Survey highlighted key themes such as culture, leadership, growth and development and communication.
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Our employees are key to our success as an organization. We are committed to attracting, retaining and promoting top quality talent regardless of sex, sexual orientation, gender identity, race, color, national origin, age, religion and physical ability. We strive to identify and select the best candidates for all open positions based on qualifying factors for each job.
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Building on these insights, in 2026, we will conduct pulse surveys to target specific areas we want to learn more about, assess progress and identify new opportunities. The results will guide pointed initiatives to strengthen engagement across the organization and provide clarity for business strategies, decision-making and corporate-led development programs.
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We are dedicated to providing a workplace for our employees that is supportive and free of any form of discrimination or harassment; recognizing and rewarding our employees based on their individual results and performance as well as that of their department and the Company overall; and recognizing and respecting all of the characteristics and differences that make each of our employees unique.
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By listening to our employees and acting on their feedback, we ensure that engagement remains a cornerstone of our success. Learning and Career Development Our top priority is to attract and retain exceptional talent by fostering continuous learning and internal career growth.
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We believe employing a workforce with a variety of backgrounds and experiences enhances our ability to serve our customers and our communities. By promoting and fostering a workforce that we believe is reflective of our customers and communities, we seek to better understand the financial needs of our prospects and customers and provide them with relevant financial service products.
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Our high potential leadership programs are tailored for professionals with prior experience and seasoned leaders with direct management responsibilities. These programs feature mentorship, coaching, 360-degree feedback, individual development plans, presentation skills training and increased visibility to senior leadership. All programs are delivered through a blend of virtual and in-person learning environments, ensuring flexibility and accessibility.
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Understanding and supporting our community has always been a priority to us. Embracing diverse perspectives, experiences and backgrounds empowers employees to contribute and feel valued. Investment in Our People The Company’s focus on investing in our people includes key initiatives to attract, develop and retain our valued employees.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe EGRRCPA, which was enacted in 2018, amended the Dodd-Frank Act to raise the $10 billion stress testing threshold to $250 billion, among other things. The federal financial regulators issued final rules in 2019 to increase the threshold for these stress testing requirements from $10 billion to $250 billion, consistent with the EGRRCPA.
Biggest changeThe federal financial regulators issued final rules in 2019 to increase the threshold for these stress testing requirements from $10 billion to $250 billion, consistent with the EGRRCPA.
These risks may include, among other things: ● exposure to potential asset quality issues of the acquired business; ● potential exposure to unknown or contingent liabilities of the acquired business; ● our ability to realize anticipated cost savings; ● the difficulty of integrating operations and personnel (including the operations and personnel of Evans) and the potential loss of key employees; ● the potential disruption of our or the acquired company’s ongoing business in such a way that could result in decreased revenues or the inability of our management to maximize our financial and strategic position; ● the inability to maintain uniform standards, controls, procedures and policies; and ● the impairment of relationships with the acquired company’s employees and customers as a result of changes in ownership and management.
These risks may include, among other things: ● exposure to potential asset quality issues of the acquired business; ● potential exposure to unknown or contingent liabilities of the acquired business; ● our ability to realize anticipated cost savings; ● the difficulty of integrating operations and personnel and the potential loss of key employees; ● the potential disruption of our or the acquired company’s ongoing business in such a way that could result in decreased revenues or the inability of our management to maximize our financial and strategic position; ● the inability to maintain uniform standards, controls, procedures and policies; and ● the impairment of relationships with the acquired company’s employees and customers as a result of changes in ownership and management.
Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers primarily in the upstate New York areas of Norwich, Syracuse, Oneonta, Amsterdam-Gloversville, Albany, Binghamton, Utica-Rome, Plattsburgh, Glens Falls, Hudson Valley and Ogdensburg-Massena, the northeastern Pennsylvania areas of Scranton and Wilkes-Barre, Berkshire County, Massachusetts, southern New Hampshire, Vermont, southern Maine and central and northwestern Connecticut.
Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers primarily in the upstate New York areas of Norwich, Albany, Amsterdam-Gloversville, Binghamton, Buffalo, Glens Falls, Hudson Valley, Ogdensburg-Massena, Oneonta, Plattsburgh, Rochester, Syracuse and Utica-Rome, the northeastern Pennsylvania areas of Scranton and Wilkes-Barre, Berkshire County, Massachusetts, southern New Hampshire, Vermont, southern Maine and central and northwestern Connecticut.
A significant portion of our loan portfolio at December 31, 2024 was secured by real estate. In the course of our business, we may foreclose and take title to real estate and could be subject to environmental liabilities with respect to these properties.
A significant portion of our loan portfolio at December 31, 2025 was secured by real estate. In the course of our business, we may foreclose and take title to real estate and could be subject to environmental liabilities with respect to these properties.
These types of loans generally expose a lender to greater risk of non-payment and loss than residential real estate loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction.
These types of loans generally expose a lender to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction.
Although we require third party providers to maintain certain levels of security, such providers remain vulnerable to breaches, security incidents, system unavailability or other malicious attacks that could compromise sensitive information. Further, new technologies such as artificial intelligence (“AI”) may be more capable at evading safeguard measures.
Although we require third party providers to maintain certain levels of security, such providers remain vulnerable to breaches, security incidents, system unavailability or other malicious attacks that could compromise sensitive information. Further, new technologies such as AI may be more capable of evading safeguard measures.
The carrying value and fair value of our FHLB of New York common stock was $10.6 million as of December 31, 2024. There are 11 branches of the FHLB, including New York, which are jointly liable for the consolidated obligations of the FHLB system.
The carrying value and fair value of our FHLB of New York common stock was $13.6 million as of December 31, 2025. There are 11 branches of the FHLB, including New York, which are jointly liable for the consolidated obligations of the FHLB system.
Our branch locations and our customers’ properties may be adversely impacted by flooding, wildfires, high winds and other effects of severe weather conditions that may be caused or exacerbated by climate change. These events can force property closures, result in property damage and/or result in delays in expansion, development or renovation of our properties and those of our customers.
Our branch locations and our customers’ properties may be adversely impacted by flooding, wildfires, high winds and other effects of severe weather conditions. These events can force property closures, result in property damage and/or result in delays in expansion, development or renovation of our properties and those of our customers.
As of December 31, 2024, we had total assets of approximately $13.79 billion. The Dodd-Frank Act, including the Durbin Amendment, and its implementing regulations impose enhanced supervisory requirements on bank holding companies with more than $10 billion in total consolidated assets.
As of December 31, 2025, we had total assets of approximately $16.00 billion. The Dodd-Frank Act, including the Durbin Amendment, and its implementing regulations impose enhanced supervisory requirements on bank holding companies with more than $10 billion in total consolidated assets.
As of December 31, 2024, approximately 53% of the Company’s loan portfolio consisted of commercial and industrial, agricultural, commercial construction and CRE loans.
As of December 31, 2025, approximately 56% of the Company’s loan portfolio consisted of commercial and industrial, agricultural, commercial construction and CRE loans.
Because the Company’s loan portfolio contains a significant number of commercial and industrial, agricultural, construction and CRE loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans.
Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential mortgage loans. Because the Company’s loan portfolio contains a significant number of commercial and industrial, agricultural, construction and CRE loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans.
Thus, the Company’s stockholders bear the risk of the Company’s future offerings reducing the market price of the Company’s common stock and diluting their stock holdings in the Company.
Thus, the Company’s stockholders bear the risk of the Company’s future offerings reducing the market price of the Company’s common stock and diluting their stock holdings in the Company. 24 Table of Contents General Risks The risks presented by acquisitions could adversely affect our financial condition and results of operations.
Any acquisitions (including the acquisition of Evans) will be accompanied by the risks commonly encountered in acquisitions.
The business strategy of the Company has included and may continue to include growth through acquisition. Any acquisitions will be accompanied by the risks commonly encountered in acquisitions.
Removed
Given that climate change could impose systemic risks upon the financial sector, either via disruptions in economic activity resulting from the physical impacts of climate change or changes in policies as the economy transitions to a less carbon-intensive environment, the Company may face regulatory risk of increasing focus on the Company’s resilience to climate-related risks, including in the context of stress testing for various climate stress scenarios.
Added
The Economic Growth, Regulatory Reform and Consumer Protection Act (“EGRRCPA”), which was enacted in 2018, amended the Dodd-Frank Act to raise the $10 billion stress testing threshold to $250 billion, among other things.
Removed
Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans.
Added
The Company’s use of AI currently varies across platforms, with certain third party systems incorporating AI capabilities into routine business operations. As our adoption and internal development of AI enabled tools continues to evolve, we evaluate these technologies through our established Solutions Development Lifecycle (SDLC), which includes model validation and other risk management controls.
Removed
Risks Related to the Merger with Evans The market price of the Company’s common stock may decline as a result of the Merger and the market price of the Company’s common stock after the consummation of the Merger may be affected by factors different from those affecting the price of the Company’s common stock before the Merger.
Removed
The market price of the Company’s common stock may decline as a result of the Merger if the Company does not achieve the perceived benefits of the Merger or the effect of the Merger on the Company’s financial results is not consistent with the expectations of financial or industry analysts.
Removed
In addition, the consummation of the Merger will result in the combination of two companies that currently operate as independent companies. The business of the Company and the business of Evans differ. As a result, while the Company expects to benefit from certain synergies following the Merger, the Company may also encounter new risks and liabilities associated with these differences.
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Following the Merger, shareholders of the Company and Evans will own interests in a combined company operating an expanded business and may not wish to continue to invest in the Company, or for other reasons may wish to dispose of some or all of the Company’s common stock.
Removed
If, following the effective time of the Merger, large amounts of the Company’s common stock are sold, the price of the Company’s common stock could decline.
Removed
Further, the results of operations of the Company and the market price of the Company’s common stock after the Merger may be affected by factors different from those currently affecting the independent results of operations of each of the Company and Evans and the market price of the Company’s common stock.
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Accordingly, the Company’s historical market prices and financial results may not be indicative of these matters for the Company after the Merger. 24 Table of Contents The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.
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The Company and Evans can mutually agree to terminate the Merger Agreement at any time before the Merger has been completed, and either company can terminate the Merger Agreement if: ● the other party materially breaches any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement), which breach is not cured within 30 days of written notice of the breach, or by its nature cannot be cured prior to the closing of the Merger, and such breach would entitle the non-breaching party not to consummate the Merger; or ● the Merger is not consummated by September 15, 2025, unless the failure to consummate the Merger by such date is due to a material breach of the Merger Agreement by the terminating party.
Removed
In addition, the Company may terminate the Merger Agreement if: ● Evans materially breaches the non-solicitation provisions in the Merger Agreement; or ● the Evans Board of Directors: ● fails to recommend approval of the Merger Agreement, or withdraws, modifies or changes such recommendation in a manner adverse to the Company’s interests; or ● recommends, proposes or publicly announces its intention to recommend or propose to engage in an acquisition transaction with any person other than the Company or any of its subsidiaries.
Removed
Failure to complete the Merger could negatively impact the stock price of the Company and its future business and financial results. Completion of the Merger is subject to the satisfaction or waiver of a number of conditions. The Company cannot guarantee when or if these conditions will be satisfied or that the Merger will be successfully completed.
Removed
The consummation of the Merger may be delayed, the Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all.
Removed
If the Merger is not completed, the ongoing business of the Company may be adversely affected, and the Company will be subject to several risks, including the following: ● the Company could incur substantial costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and ● the Company’s management’s and employees’ attention may be diverted from their day-to-day business and operational matters as a result of efforts relating to the attempt to consummate the Merger.
Removed
In addition, if the Merger is not completed, the Company may experience negative reactions from the financial markets and from its customers and employees. The Company also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against the Company to perform its obligations under the Merger Agreement.
Removed
If the Merger is not completed, the Company cannot assure its stockholders that the risks described above will not materialize and will not materially affect the Company’s business and financial results or the stock price of the Company. 25 Table of Contents The integration of the Company and Evans will present significant challenges and expenses that may result in the combined business not operating as effectively as expected, or in the failure to achieve some or all of the anticipated benefits of the transaction.
Removed
The benefits and synergies expected to result from the proposed Merger will depend in part on whether the operations of Evans can be integrated in a timely and efficient manner with those of the Company.
Removed
The Company will face challenges and costs in consolidating its functions with those of Evans, and integrating the organizations, procedures and operations of the two businesses. The integration of the Company and Evans will be complex and time-consuming, and the management of both companies will have to dedicate substantial time and resources to it.
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These efforts could divert management’s focus and resources from serving existing customers or other strategic opportunities and from day-to-day operational matters during the integration process.
Removed
Failure to successfully integrate the operations of the Company and Evans could result in the failure to achieve some of the anticipated benefits from the transaction, including cost savings and other operating efficiencies, and the Company may not be able to capitalize on the existing relationships of Evans to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals.
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This could have an adverse effect on the business, results of operations, financial condition or prospects of the Company and/or the Bank after the transaction. Unanticipated costs relating to the Merger could reduce the Company’s future earnings per share.
Removed
The Company has incurred substantial legal, accounting, financial advisory and other Merger-related costs, and management has devoted considerable time and effort in connection with the Merger. If the Merger is not completed, the Company will bear certain fees and expenses associated with the Merger without realizing the benefits of the Merger.
Removed
If the Merger is completed, the Company expects to incur substantial expenses in connection with integrating the business, operations, network, systems, technologies, policies and procedures of the two companies. The fees and expenses may be significant and could have an adverse impact on the Company’s results of operations.
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The Company believes that it has reasonably estimated the likely costs of integrating the operations of the Company and Evans, and the incremental costs of operating as a combined company.
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However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined company.
Removed
If unexpected costs are incurred, the Merger could have a dilutive effect on the Company’s EPS. In other words, if the Merger is completed, the EPS of the Company’s common stock could be less than anticipated or even less than if the Merger had not been completed. Estimates as to the future value of the combined company are inherently uncertain.
Removed
Any estimates as to the future value of the combined company, including estimates regarding the EPS of the combined company, are inherently uncertain.
Removed
The future value of the combined company will depend upon, among other factors, the combined company’s ability to achieve projected revenue and earnings expectations and to realize the anticipated synergies, all of which are subject to the risks and uncertainties described in these risk factors.
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Following the Merger, the Company may not continue to pay dividends at or above the rate currently paid.
Removed
Following the Merger, the Company’s stockholders may not receive dividends at the same rate that they did as stockholders of the Company prior to the Merger for various reasons, including the following: ● the Company may not have enough cash to pay such dividends due to changes in its cash requirements, capital spending plans, cash flow or financial position; ● decisions on whether, when and in what amounts to make any future dividends will remain at all times entirely at the discretion of the Board, which reserves the right to change the Company’s dividend practices at any time and for any reason; and ● the amount of dividends that the Company’s subsidiaries may distribute to the Company may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.
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The Company’s stockholders will have no contractual or other legal right to dividends that have not been declared by the Board. 26 Table of Contents General Risks The risks presented by acquisitions could adversely affect our financial condition and results of operations. The business strategy of the Company has included and may continue to include growth through acquisition.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe DISO reports to the Chief Risk Officer and has expertise in cybercrime prevention, social engineering, identity theft, and fraud prevention, gained through prior roles within the organization. The DISO also supervises the Incident Response Team (“IRT”), which consists of senior executives, including the Chief Audit Officer, Chief Risk Officer, General Counsel, and representatives from Operations, Accounting, and Communications.
Biggest changeThe DISO also supervises the Incident Response Team (“IRT”), which consists of senior executives, including the Chief Audit Officer, Chief Risk Officer, General Counsel, and representatives from Information Security, Enterprise Technology, Operations, Accounting, and Communications. Upon detecting an incident, the IRT promptly convenes to assess its severity, categorizing it as low, medium, or high.
For further discussion of such risks, see the section entitled “Risks Related to Information Technology, Cybersecurity and Data Privacy” in Item 1A. Risk Factors of this Form 10-K.
For further discussion of such risks, see the section captioned “Risks Related to Information Technology, Cybersecurity and Data Privacy” in Item 1A. Risk Factors of this Form 10-K.
We adapt our cybersecurity policies, standards, processes, and practices based on insights from these reviews. 27 Table of Contents Governance The Board considers cybersecurity as part of its broader consideration of business strategy and enterprise risk management.
We adapt our cybersecurity policies, standards, processes, and practices based on insights from these reviews. 25 Table of Contents Governance The Board oversees cybersecurity risk as part of its broader oversight of business strategy and enterprise risk management.
ITEM 1C. CYBERSECURITY Risk Management and Strategy In line with our commitment to strong corporate governance and the security of our operations, we continuously assess and mitigate cybersecurity risks that could impact our business, stakeholders, and the integrity of our systems.
ITEM 1C. CYBERSECURITY Risk Management and Strategy In line with our commitment to strong corporate governance and operational resilience, we continuously assess and mitigate cybersecurity risks that could impact our business, stakeholders, and the integrity of our systems. Cybersecurity risk management is integrated into our broader enterprise risk management framework and supports the continuity of our operations.
Furthermore, we learn from any past incidents and near misses to strengthen our resilience. NBT collaborates with external experts to conduct audits, assessments, and validations of our cybersecurity controls, aligning them with established frameworks such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.
NBT collaborates with external experts to conduct audits, assessments, and validations of our cybersecurity controls, aligning them with established frameworks such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.
Additionally, we conduct rigorous vendor assessments and require specific security standards for third-party providers. Our comprehensive policies and procedures are designed to safeguard the integrity and security of information collected by us and our service providers. We have also implemented security measures to prevent unauthorized access to personal data and mitigate potential incidents.
Our comprehensive policies and procedures are designed to safeguard the integrity and security of information collected by us and our service providers. We have also implemented security measures to prevent unauthorized access to personal data and mitigate potential incidents. Furthermore, we incorporate lessons learned from any past incidents and near misses to enhance the effectiveness of our controls.
The IRT has procedures and escalation protocols to escalate significant cybersecurity matters to the Executive Committee, the RMC and/or full Board, as deemed necessary.
The response protocol follows the Cybersecurity and Infrastructure Security Agency (“CISA”) Cybersecurity Incident and Vulnerability Response Playbook (November 2021) and incorporates generally recognized cybersecurity incident response practices. The IRT has procedures and escalation protocols to escalate significant cybersecurity matters to the Executive Committee, the RMC and/or full Board, as deemed necessary.
Materiality determination involves an objective analysis of both quantitative and qualitative factors, including an evaluation of impact and reasonably likely impacts. We have purchased cybersecurity insurance, but there are no assurances that the coverage would be adequate in relation to any incurred losses.
Materiality determination involves an objective analysis of both quantitative and qualitative factors, including an evaluation of impact and reasonably likely impacts. We maintain cybersecurity insurance; however, such coverage may not be sufficient to cover all potential losses.
Removed
Using comprehensive risk assessment methodologies, we diligently identify and evaluate potential cybersecurity threats and vulnerabilities across our systems, networks, and data assets. This process includes regular reviews of emerging threats, penetration testing, vulnerability scanning, and thorough analysis of industry-specific risks.
Added
We assess cybersecurity risks across our information systems, including systems and data maintained by third-party service providers, using a risk-based approach that incorporates periodic risk assessments, vulnerability scanning, penetration testing, and monitoring of emerging threats. We also consider industry-specific risks and participate in industry information-sharing initiatives to enhance our awareness of evolving threat intelligence and best practices.
Removed
We actively participate in industry forums and information-sharing initiatives and collaborate with relevant stakeholders to exchange threat intelligence and best practices. We emphasize continuous training for our staff to enhance their ability to identify and respond to cybersecurity threats. To support this effort, we invest in cybersecurity technology and talent.
Added
Our cybersecurity program emphasizes prevention, detection, and response. We provide continuous training for our employees to promote awareness of cybersecurity risks and invest in appropriate technologies, personnel and processes to support our information security objectives. Additionally, we assess cybersecurity risks associated with third-party service providers using a risk-based approach that considers the nature and scope of their services.
Removed
Upon detecting an incident, the IRT promptly convenes to assess its severity, categorizing it as low, medium, or high. The response protocol follows the Cybersecurity and Infrastructure Security Agency (“CISA”) Cybersecurity Incident and Vulnerability Response Playbook (November 2021) and incorporates best practices outlined in the NIST Special Publication (SP) 800-61 Rev. 2: Computer Security Incident Handling Guide.
Added
The DISO reports to the Chief Risk Officer and has over 17 years of experience in information security, including extensive responsibility for developing, implementing and overseeing the Company’s information security program .
Removed
As of December 31, 2024 we have not experienced any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats, that have materially affected the business strategy, results of operations or financial condition of the Company. However, we cannot guarantee that we will remain unaffected in the future.
Added
The DISO’s experience includes cybersecurity risk management, cybercrime prevention, incident response, social engineering, identity theft, and fraud prevention, gained through long-term leadership in information security roles within the organization.
Added
As of December 31, 2025 we have not had any known instances of material cybersecurity incidents, including third-party incidents during any of the prior three fiscal years. However, cybersecurity threats continue to evolve, and there can be no assurance that future incidents will not occur.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES The Company owns its headquarters located at 52 South Broad Street, Norwich, New York 13815. In addition, as of December 31, 2024 the Company has 155 branch locations, of which 67 are leased from third parties. The Company owns all other banking premises.
Biggest changeITEM 2. PROPERTIES The Company owns its headquarters located at 52 South Broad Street, Norwich, New York 13815. In addition, as of December 31, 2025 the Company has 175 branch locations, of which 84 are leased from third parties. The Company owns all other banking premises.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+3 added−3 removed4 unchanged
Biggest changeSee the section captioned “Supervision and Regulation” in Item 1. Business and Note 15 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, which are included elsewhere in this report.
Biggest changeSee the section captioned “Supervision and Regulation” in Item 1. Business and Note 15 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, which are included elsewhere in this report. Issuer Purchases of Equity Securities On October 27, 2025, the Company’s Board of Directors authorized and approved an amendment to the Company’s stock repurchase program.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The common stock of the Company, par value $0.01 per share (the “Common Stock”), is quoted on the NASDAQ Global Select Market under the symbol “NBTB.” The closing price of the Common Stock on January 31, 2025 was $47.63.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders The common stock of the Company, par value $0.01 per share (the “Common Stock”), is quoted on the NASDAQ Global Select Market under the symbol “NBTB.” The closing price of the Common Stock on January 31, 2026 was $44.43.
At December 31, 2024, the Bank was in compliance with all applicable minimum capital requirements and had the ability to pay dividends of $107.6 million to the Company without the prior approval of the OCC.
At December 31, 2025, the Bank was in compliance with all applicable minimum capital requirements and had the ability to pay dividends of $115.9 million to the Company without the prior approval of the OCC.
The stock performance graph assumes that $100 was invested on December 31, 2019. The graph further assumes the reinvestment of dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the relevant fiscal year.
Companies) Index and the KBW Regional Bank Index (Peer Group). The stock performance graph assumes that $100 was invested on December 31, 2020. The graph further assumes the reinvestment of dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the relevant fiscal year.
Stock Repurchase The Company purchased 7,600 shares of its common stock during year ended December 31, 2024 at an average price of $33.02 per share under its previously announced share repurchase program.
The Company purchased 250,000 shares of its common stock during year ended December 31, 2025 at an average price of $40.74 per share under its previously announced share repurchase program.
The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effect of stock-based incentive plans and other potential uses of common stock for corporate purposes. The Company did not purchase any shares of its common stock during the fourth quarter of 2024.
The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes.
As of January 31, 2025, there were 5,194 stockholders of record of Common Stock. No unregistered securities were sold by the Company during the year ended December 31, 2024.
As of January 31, 2026, there were 5,897 stockholders of record of Common Stock. No unregistered securities were sold by the Company during the year ended December 31, 2025. Dividends The Company depends primarily upon dividends from subsidiaries for a substantial part of its revenue.
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Stock Performance Graph The following stock performance graph compares the cumulative total stockholder return (i.e., price change, reinvestment of cash dividends and stock dividends received) on our Common Stock against the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the KBW Regional Bank Index (Peer Group).
Added
Pursuant to the amended stock repurchase program, the Company may repurchase up to 2,000,000 shares of the Company’s common stock with all repurchases under the stock repurchase program to be made by December 31, 2027.
Removed
Period Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 NBT Bancorp $ 100.00 $ 118.13 $ 101.22 $ 117.46 $ 117.35 $ 138.05 KBW Regional Bank Index $ 100.00 $ 91.32 $ 124.78 $ 116.15 $ 115.69 $ 130.96 NASDAQ Composite Index $ 100.00 $ 145.05 $ 177.27 $ 119.63 $ 173.11 $ 224.34 Source: Bloomberg, L.P. 29 Table of Contents Dividends The Company depends primarily upon dividends from subsidiaries for a substantial part of its revenue.
Added
As of December 31, 2025, there were 1,750,000 shares available for repurchase under this plan authorized on October 27, 2025, which is set to expire on December 31, 2027. 27 Table of Contents The following table presents stock purchases made during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs October 1-31, 2025 133,461 $ 40.75 133,461 1,866,539 November 1-30, 2025 116,539 40.73 116,539 1,750,000 December 1-31, 2025 - - - 1,750,000 Total 250,000 $ 40.74 250,000 1,750,000 Stock Performance Graph The following stock performance graph compares the cumulative total stockholder return (i.e., price change, reinvestment of cash dividends and stock dividends received) on our Common Stock against the cumulative total return of the NASDAQ Stock Market (U.S.
Removed
As of December 31, 2024, there were 1,992,400 shares available for repurchase under this plan authorized on December 18, 2023, which is set to expire on December 31, 2025.
Added
Period Ending Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 NBT Bancorp $ 100.00 $ 123.63 $ 143.46 $ 143.33 $ 168.62 $ 151.44 KBW Regional Bank Index $ 100.00 $ 136.65 $ 127.19 $ 126.69 $ 143.42 $ 152.74 NASDAQ Composite Index $ 100.00 $ 122.21 $ 82.48 $ 119.35 $ 154.67 $ 187.42 Source: Bloomberg, L.P.

Item 7. Management's Discussion & Analysis

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

126 edited+46 added−28 removed90 unchanged
Biggest change(1) Non-GAAP measure - Refer to non-GAAP reconciliation below. 34 Table of Contents Results of Operations The following table sets forth certain financial highlights: Years Ended December 31, 2024 2023 2022 Performance: Diluted earnings per share $ 2.97 $ 2.65 $ 3.52 Return on average assets 1.04 % 0.95 % 1.29 % Return on average equity 9.57 % 9.34 % 12.67 % Return on average tangible common equity 13.75 % 13.02 % 16.89 % Net interest margin (FTE) 3.23 % 3.29 % 3.34 % Capital: Equity to assets 11.07 % 10.71 % 10.00 % Tangible equity ratio 8.42 % 7.93 % 7.73 % Book value per share $ 32.34 $ 30.26 $ 27.38 Tangible book value per share $ 23.88 $ 21.72 $ 20.65 Leverage ratio 10.24 % 9.71 % 10.32 % Common equity tier 1 capital ratio 11.93 % 11.57 % 12.12 % Tier 1 capital ratio 12.83 % 12.50 % 13.19 % Total risk-based capital ratio 15.03 % 14.75 % 15.38 % The following tables provide non-GAAP reconciliations: Years Ended December 31, (In thousands, except per share data) 2024 2023 2022 Return on average tangible common equity: Net income $ 140,641 $ 118,782 $ 151,995 Amortization of intangible assets (net of tax) 6,332 3,551 1,698 Net income, excluding intangible amortization $ 146,973 $ 122,333 $ 153,693 Average stockholders’ equity $ 1,468,861 $ 1,272,333 $ 1,199,383 Less: average goodwill and other intangibles 399,989 332,667 289,238 Average tangible common equity $ 1,068,872 $ 939,666 $ 910,145 Return on average tangible common equity 13.75 % 13.02 % 16.89 % Tangible equity ratio: Stockholders’ equity $ 1,526,141 $ 1,425,691 $ 1,173,554 Intangibles 399,023 402,294 288,545 Assets $ 13,786,666 $ 13,309,040 $ 11,739,296 Tangible equity ratio 8.42 % 7.93 % 7.73 % Tangible book value: Stockholders’ equity $ 1,526,141 $ 1,425,691 $ 1,173,554 Intangibles 399,023 402,294 288,545 Tangible equity $ 1,127,118 $ 1,023,397 $ 885,009 Diluted common shares outstanding 47,195 47,110 42,858 Tangible book value per share $ 23.88 $ 21.72 $ 20.65 Operating net income: Net income $ 140,641 $ 118,782 $ 151,995 Acquisition expenses 1,531 9,978 967 Acquisition-related provision for credit losses - 8,750 - Acquisition-related reserve for unfunded loan commitments - 836 - Impairment of a minority interest equity investment - 4,750 - Securities (gains) losses (2,789 ) 9,315 1,131 Adjustment to net income $ (1,258 ) $ 33,629 $ 2,098 Adjustment to net income (net of tax) $ (984 ) $ 25,965 $ 1,623 Operating net income $ 139,657 $ 144,747 $ 153,618 Operating diluted earnings per share $ 2.94 $ 3.23 $ 3.56 35 Table of Contents 2025 Outlook The Company’s 2024 earnings reflected its continued ability to invest in the Company’s future while managing significant volatility in the interest rate environment and overall economic conditions, which have presented challenges across the financial services industry. 2024 was marked by resilience for both economic growth and inflation.
Biggest change(1) Non-GAAP measure - Refer to non-GAAP reconciliation below. 32 Table of Contents Results of Operations The following table sets forth certain financial highlights: Years Ended December 31, 2025 2024 2023 Performance: Diluted earnings per share $ 3.33 $ 2.97 $ 2.65 Return on average assets 1.11 % 1.04 % 0.95 % Return on average equity 9.75 % 9.57 % 9.34 % Return on average tangible common equity (1) 14.14 % 13.75 % 13.02 % Net interest margin (FTE) (1) 3.59 % 3.23 % 3.29 % Capital: Equity to assets 11.85 % 11.07 % 10.71 % Tangible equity ratio (1) 8.95 % 8.42 % 7.93 % Book value per share $ 36.32 $ 32.34 $ 30.26 Tangible book value per share (1) $ 26.54 $ 23.88 $ 21.72 Leverage ratio 9.48 % 10.24 % 9.71 % Common equity tier 1 capital ratio 12.07 % 11.93 % 11.57 % Tier 1 capital ratio 12.07 % 12.83 % 12.50 % Total risk-based capital ratio 14.24 % 15.03 % 14.75 % The following tables provide non-GAAP reconciliations: Years Ended December 31, (In thousands, except per share data) 2025 2024 2023 Return on average tangible common equity: Net income $ 169,235 $ 140,641 $ 118,782 Amortization of intangible assets (net of tax) 8,958 6,332 3,551 Net income, excluding intangible amortization $ 178,193 $ 146,973 $ 122,333 Average stockholders’ equity $ 1,735,364 $ 1,468,861 $ 1,272,333 Less: average goodwill and other intangibles 475,530 399,989 332,667 Average tangible common equity $ 1,259,834 $ 1,068,872 $ 939,666 Return on average tangible common equity 14.14 % 13.75 % 13.02 % Tangible equity ratio: Stockholders’ equity $ 1,896,216 $ 1,526,141 $ 1,425,691 Intangibles 510,934 399,023 402,294 Assets $ 15,995,121 $ 13,786,666 $ 13,309,040 Tangible equity ratio 8.95 % 8.42 % 7.93 % Tangible book value per share: Stockholders’ equity $ 1,896,216 $ 1,526,141 $ 1,425,691 Intangibles 510,934 399,023 402,294 Tangible equity $ 1,385,282 $ 1,127,118 $ 1,023,397 Diluted common shares outstanding 52,203 47,195 47,110 Tangible book value per share $ 26.54 $ 23.88 $ 21.72 Operating net income: Net income $ 169,235 $ 140,641 $ 118,782 Acquisition expenses 19,526 1,531 9,978 Acquisition-related provision for credit losses 13,022 - 8,750 Acquisition-related reserve for unfunded loan commitments 532 - 836 Impairment of a minority interest equity investment - - 4,750 Securities (gains) losses (148 ) (2,789 ) 9,315 Adjustment to net income $ 32,932 $ (1,258 ) $ 33,629 Adjustment to net income (net of tax) $ 25,295 $ (984 ) $ 25,965 Operating net income $ 194,530 $ 139,657 $ 144,747 Operating diluted earnings per share $ 3.82 $ 2.94 $ 3.23 FTE adjustment: Net interest income $ 501,546 $ 400,122 $ 378,219 FTE adjustment 2,466 2,574 2,034 Net interest income (FTE) $ 504,012 $ 402,696 $ 380,253 Average earning assets $ 14,025,247 $ 12,449,064 $ 11,570,283 Net interest margin (FTE) 3.59 % 3.23 % 3.29 % 33 Table of Contents 2026 Outlook The Company’s 2025 earnings reflected its continued ability to invest in the future while managing continued volatility in the current interest rate environment and overall economic conditions, which have presented challenges across the financial services industry. 2025 was marked by resilient economic growth and while improving modestly, persistent inflation.
Allowance for Credit Losses Beginning January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which resulted in an insignificant change to the Company’s methodology for estimating the allowance for credit losses on TDRs since December 31, 2022.
Beginning January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which resulted in an insignificant change to the Company’s methodology for estimating the allowance for credit losses on TDRs since December 31, 2022.
Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.
Allowance for Credit Losses Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.
After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date. Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses.
After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio as of the balance sheet date. Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses.
Management’s ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan.
ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan.
Management estimates the allowance balance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the Company.
Management estimates the allowance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the Company.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.
There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position. 31 Table of Contents Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements.
There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position. 29 Table of Contents Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements.
The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or if the Company elects not to apply hedge accounting.
The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or if the Company elects not to apply hedge accounting.
The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws. 32 Table of Contents Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio.
The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws. 30 Table of Contents Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio.
Long-term debt, which is comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential real estate mortgage loans. On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030.
Long-term debt, which is comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential mortgage loans. On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030.
For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw followed by a fifteen year amortization. 39 Table of Contents Loans by Maturity and Interest Rate Sensitivity The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates.
For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw followed by a fifteen year amortization. 37 Table of Contents Loans by Maturity and Interest Rate Sensitivity The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates.
When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations for the fiscal years ended December 31, 2024, 2023, and 2022, and financial condition as of December 31, 2024 and 2023, including capital resources and asset/liability management.
When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations for the fiscal years ended December 31, 2025, 2024 and 2023 and financial condition as of December 31, 2025 and 2024, including capital resources and asset/liability management.
Springstone and LendingClub loans are in a planned run-off status. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family residential real estate) to finance home improvements, debt consolidation, education and other uses.
Springstone and LendingClub loans are in a planned run-off status. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family residential mortgage) to finance home improvements, debt consolidation, education and other uses.
Significant management judgment is required at each point in the measurement process. 44 Table of Contents The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist.
Significant management judgment is required at each point in the measurement process. 42 Table of Contents The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist.
Average balances discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2024 should be read in conjunction with this review.
Average balances discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025 should be read in conjunction with this review.
All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year. 48 Table of Contents Standby Letters of Credit The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit.
All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year. 46 Table of Contents Standby Letters of Credit The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit.
Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries. 49 Table of Contents Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends.
Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries. 47 Table of Contents Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends.
The Company’s business, primarily conducted through the Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service insurance agency subsidiary, consists of providing commercial banking, retail banking, wealth management and other financial services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut.
The Company’s business, primarily conducted through the Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service regional insurance agency subsidiary, consists of providing commercial banking, retail banking and wealth management services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut.
Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2025.
Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2026.
The Company’s 2025 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future results are explained in Item 1A. Risk Factors.
The Company’s 2026 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future results are explained in Item 1A. Risk Factors.
The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles GAAP and to general practices within the financial services industry.
The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles in accordance with GAAP and to general practices within the financial services industry.
While the pandemic has come to an end, this enhanced monitoring continues as elevated interest rates and the recent bank failures have led to a deposit decline in the banking system and increased volatility to liquidity risk. At December 31, 2024, a portion of the Company’s loans and securities were pledged as collateral on borrowings.
While the pandemic has come to an end, this enhanced monitoring continues as elevated interest rates and the bank failures of 2023 have led to a deposit decline in the banking system and increased volatility to liquidity risk. At December 31, 2025, a portion of the Company’s loans and securities were pledged as collateral on borrowings.
In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At December 31, 2024 and 2023, the Bank had the capacity to borrow $1.13 billion and $1.02 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets.
In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At December 31, 2025 and 2024, the Bank had the capacity to borrow $1.18 billion and $1.13 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets.
The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025.
The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025.
Recent Accounting Updates See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements. 2023 OPERATING RESULTS AS COMPARED TO 2022 OPERATING RESULTS For similar operating and financial data and discussion of our results for the year ended December 31, 2023 compared to our results for the year ended December 31, 2022 , refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024 and is incorporated herein by reference. 50 Table of Contents
Recent Accounting Updates See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements. 2024 OPERATING RESULTS AS COMPARED TO 2023 OPERATING RESULTS For similar operating and financial data and discussion of our results for the year ended December 31, 2024 compared to our results for the year ended December 31, 2023 , refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025 and is incorporated herein by reference. 48 Table of Contents
The financial review that follows focuses on the factors affecting the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2024 and, in summary form, the preceding two years. NIM is presented in this discussion on a FTE basis.
The financial review that follows focuses on the factors affecting the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2025 and, in summary form, the preceding two years. NIM is presented in this discussion on an FTE basis.
The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026.
The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026.
The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.01 billion at December 31, 2024 and December 31, 2023.
The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.53 billion and $2.01 billion at December 31, 2025 and December 31, 2024, respectively.
As of December 31, 2024 and 2023, the fair value of the Company’s standby letters of credit was not significant.
As of December 31, 2025 and 2024, the fair value of the Company’s standby letters of credit was not significant.
At December 31, 2024 and 2023, approximately $107.6 million and $106.6 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements.
At December 31, 2025 and 2024, approximately $115.9 million and $107.6 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends is also subject to the Bank being in compliance with regulatory capital requirements.
The threshold for evaluating classified commercial and CRE loans risk graded substandard or doubtful, and nonperforming loans individually evaluated for credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.
Total loans represent approximately 72.3% of assets as of December 31, 2024, as compared to 72.5% as of December 31, 2023. 38 Table of Contents Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities.
Total loans represent approximately 72.5% of assets as of December 31, 2025, as compared to 72.3% as of December 31, 2024. 36 Table of Contents Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities.
Under this policy, remaining available borrowing capacity totaled $3.38 billion at December 31, 2024 and $2.99 billion at December 31, 2023. This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives.
Under this policy, remaining available borrowing capacity totaled $3.94 billion at December 31, 2025 and $3.38 billion at December 31, 2024. This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives.
Currently, there are no subprime mortgages in the investment portfolio. 40 Table of Contents The following tables set forth information with regard to contractual maturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2024. Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost.
Currently, there are no subprime mortgages in the investment portfolio. 38 Table of Contents The following table sets forth information with regard to contractual maturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2025. Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost.
Typically, these instruments have one-year expirations terms with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. At December 31, 2024 and 2023, standby letters of credit were $50.8 million and $44.7 million, respectively.
Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. At December 31, 2025 and 2024, standby letters of credit were $58.5 million and $50.8 million, respectively.
In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $957.3 million and $823.3 million at December 31, 2024 and 2023, respectively, or used to collateralize other borrowings, such as repurchase agreements.
In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $1.11 billion and $957.3 million at December 31, 2025 and 2024, respectively, or used to collateralize other borrowings, such as repurchase agreements.
Other sources, such as short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve interest rate sensitivity objectives. The average balance of interest-bearing liabilities totaled $8.38 billion in 2024 and increased $906.1 million from 2023.
Other sources, such as short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve interest rate sensitivity objectives. The average balance of interest-bearing liabilities totaled $9.57 billion in 2025 and increased $1.19 billion from 2024.
Allocation of the Allowance for Loan Losses December 31, 2024 2023 2022 2021 2020 (Dollars in thousands) Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Commercial $ 45,453 51 % $ 45,903 50 % $ 34,722 48 % $ 28,941 51 % $ 50,942 53 % Residential 26,560 27 % 22,070 27 % 15,127 26 % 18,806 27 % 21,255 26 % Consumer 43,987 22 % 46,427 23 % 50,951 26 % 44,253 22 % 37,803 21 % Total $ 116,000 100 % $ 114,400 100 % $ 100,800 100 % $ 92,000 100 % $ 110,000 100 % Allowance for Credit Losses on Off-Balance Sheet Credit Exposures The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company.
Allocation of the Allowance for Loan Losses December 31, 2025 2024 2023 2022 2021 (Dollars in thousands) Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Commercial $ 61,725 54 % $ 45,453 51 % $ 45,903 50 % $ 34,722 48 % $ 28,941 51 % Residential 33,692 28 % 26,560 27 % 22,070 27 % 15,127 26 % 18,806 27 % Consumer 42,583 18 % 43,987 22 % 46,427 23 % 50,951 26 % 44,253 22 % Total $ 138,000 100 % $ 116,000 100 % $ 114,400 100 % $ 100,800 100 % $ 92,000 100 % Allowance for Credit Losses on Off-Balance Sheet Credit Exposures The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company.
As of December 31, 2024 and December 31, 2023 the subordinated debt net of unamortized issuance costs and fair value discount was $121.2 million and $119.7 million, respectively. 42 Table of Contents Noninterest Income Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations.
As of December 31, 2025 and December 31, 2024 the subordinated debt net of unamortized issuance costs and fair value discount was $24.5 million and $121.2 million, respectively. 40 Table of Contents Noninterest Income Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations.
At December 31, 2024 and 2023, the Bank had $199.0 million and $77.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $1.71 billion at December 31, 2024 and $1.11 billion at December 31, 2023.
At December 31, 2025 and 2024, the Bank had $353.0 million and $199.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $2.10 billion at December 31, 2025 and $1.71 billion at December 31, 2024.
Operating net income (1) , a non-GAAP measure, was $139.7 million, or $2.94 per diluted common share, for the year ended December 31, 2024, compared to $144.7 million, or $3.23 per diluted common share for the year ended December 31, 2023.
Operating net income (1) , a non-GAAP measure, was $194.5 million, or $3.82 per diluted common share, for the year ended December 31, 2025, compared to $139.7 million, or $2.94 per diluted common share for the year ended December 31, 2024.
To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2024, the Company attributed the change in scenario weightings to the change in the allowance for credit losses, with a 10% decrease to the downside scenario and a 10% increase to the baseline scenario causing a 4% decrease in the overall estimated allowance for credit losses.
To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2025, the Company changed the scenario weightings, with a 10% increase to the downside scenarios, equally weighted, and a 10% decrease to the baseline scenario causing a 4% increase in the overall estimated allowance for credit losses.
(3) Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. 2024 OPERATING RESULTS AS COMPARED TO 2023 OPERATING RESULTS Net Interest Income Net interest income for the year ended December 31, 2024 was $400.1 million, up $21.9 million, or 5.8%, from 2023.
(3) Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. 2025 OPERATING RESULTS AS COMPARED TO 2024 OPERATING RESULTS Net Interest Income Net interest income for the year ended December 31, 2025 was $501.5 million, up $101.4 million, or 25.3%, from 2024.
As of December 31, 2024 and December 31, 2023, the total CRE construction and development loans amounted to $314.8 million and $347.2 million, respectively. Residential real estate loans consist primarily of loans secured by a first or second mortgage on primary residences.
As of December 31, 2025 and December 31, 2024, the total CRE construction and development loans amounted to $405.3 million and $314.8 million, respectively. Residential mortgage loans consist primarily of loans secured by a first or second mortgage on primary residences.
Past due loans as a percentage of total loans was 0.34% at December 31, 2024, up from 0.32% of total loans at December 31, 2023. 46 Table of Contents In addition to nonperforming loans discussed above, the Company has also identified approximately $116.1 million in potential problem loans at December 31, 2024 as compared to $87.7 million at December 31, 2023.
Past due loans as a percentage of total loans was 0.38% at December 31, 2025, up from 0.34% of total loans at December 31, 2024. 44 Table of Contents In addition to nonperforming loans discussed above, the Company has also identified approximately $271.8 million in potential problem loans at December 31, 2025, as compared to $116.1 million at December 31, 2024.
At December 31, 2024, the Company’s Basic Surplus measurement was 17.0% of total assets, or $2.34 billion, as compared to the December 31, 2023 Basic Surplus of 11.6%, or $1.54 billion, and was above the Company’s minimum of 5% (calculated at $689.3 million and $665.5 million, of period end total assets as of December 31, 2024 and December 31, 2023, respectively) set forth in its liquidity policies. 47 Table of Contents At December 31, 2024 and 2023, FHLB advances outstanding totaled $45.6 million and $322.7 million, respectively.
At December 31, 2025, the Company’s Basic Surplus measurement was 18.7% of total assets, or $2.98 billion, as compared to the December 31, 2024 Basic Surplus of 17.0%, or $2.34 billion, and was above the Company’s minimum of 5% (calculated at $799.8 million and $689.3 million of period end total assets as of December 31, 2025 and December 31, 2024, respectively) set forth in its liquidity policies. 45 Table of Contents At December 31, 2025 and 2024, FHLB advances outstanding totaled $43.0 million and $45.6 million, respectively.
General NBT Bancorp Inc. is a registered financial holding company headquartered in Norwich, NY, with total assets of $13.79 billion at December 31, 2024.
General NBT Bancorp Inc. is a registered financial holding company headquartered in Norwich, NY, with total assets of $16.00 billion at December 31, 2025.
As of December 31, (Dollars in thousands) 2024 % 2023 % 2022 % 2021 % 2020 % Nonaccrual loans: Commercial $ 32,144 70 % $ 21,567 63 % $ 7,664 44 % $ 15,942 53 % $ 23,557 53 % Residential 10,464 23 % 9,632 28 % 4,835 28 % 8,862 29 % 13,082 29 % Consumer 2,529 6 % 2,566 8 % 1,667 10 % 1,511 5 % 3,020 7 % Troubled loan modifications (1) 682 1 % 448 1 % 3,067 18 % 3,970 13 % 4,988 11 % Total nonaccrual loans $ 45,819 100 % $ 34,213 100 % $ 17,233 100 % $ 30,285 100 % $ 44,647 100 % Loans over 90 days past due and still accruing: Commercial $ - - $ 1 - $ 4 - $ - - $ 493 16 % Residential 2,411 42 % 554 15 % 771 20 % 808 33 % 518 16 % Consumer 3,387 58 % 3,106 85 % 3,048 80 % 1,650 67 % 2,138 68 % Total loans over 90 days past due and still accruing $ 5,798 100 % $ 3,661 100 % $ 3,823 100 % $ 2,458 100 % $ 3,149 100 % Total nonperforming loans $ 51,617 $ 37,874 $ 21,056 $ 32,743 $ 47,796 OREO 182 - 105 167 1,458 Total nonperforming assets $ 51,799 $ 37,874 $ 21,161 $ 32,910 $ 49,254 Total nonaccrual loans to total loans 0.46 % 0.35 % 0.21 % 0.40 % 0.60 % Total nonperforming loans to total loans 0.52 % 0.39 % 0.26 % 0.44 % 0.64 % Total nonperforming assets to total assets 0.38 % 0.28 % 0.18 % 0.27 % 0.45 % Total allowance for loan losses to nonperforming loans 224.73 % 302.05 % 478.72 % 280.98 % 230.14 % Total allowance for loan losses to nonaccrual loans 253.17 % 334.38 % 584.92 % 303.78 % 246.38 % (1) TDRs prior to adoption of ASU 2022-02.
As of December 31, (Dollars in thousands) 2025 % 2024 % 2023 % 2022 % 2021 % Nonaccrual loans: Commercial $ 19,934 45 % $ 32,144 70 % $ 21,567 63 % $ 7,664 44 % $ 15,942 53 % Residential 21,264 47 % 10,464 23 % 9,632 28 % 4,835 28 % 8,862 29 % Consumer 3,093 7 % 2,529 6 % 2,566 8 % 1,667 10 % 1,511 5 % Troubled loan modifications (1) 301 1 % 682 1 % 448 1 % 3,067 18 % 3,970 13 % Total nonaccrual loans $ 44,592 100 % $ 45,819 100 % $ 34,213 100 % $ 17,233 100 % $ 30,285 100 % Loans over 90 days past due and still accruing: Commercial $ 2,220 31 % $ - - $ 1 - $ 4 - $ - - Residential 2,366 33 % 2,411 42 % 554 15 % 771 20 % 808 33 % Consumer 2,545 36 % 3,387 58 % 3,106 85 % 3,048 80 % 1,650 67 % Total loans over 90 days past due and still accruing $ 7,131 100 % $ 5,798 100 % $ 3,661 100 % $ 3,823 100 % $ 2,458 100 % Total nonperforming loans $ 51,723 $ 51,617 $ 37,874 $ 21,056 $ 32,743 OREO 402 182 - 105 167 Total nonperforming assets $ 52,125 $ 51,799 $ 37,874 $ 21,161 $ 32,910 Total nonaccrual loans to total loans 0.38 % 0.46 % 0.35 % 0.21 % 0.40 % Total nonperforming loans to total loans 0.45 % 0.52 % 0.39 % 0.26 % 0.44 % Total nonperforming assets to total assets 0.33 % 0.38 % 0.28 % 0.18 % 0.27 % Total allowance for loan losses to nonperforming loans 266.81 % 224.73 % 302.05 % 478.72 % 280.98 % Total allowance for loan losses to nonaccrual loans 309.47 % 253.17 % 334.38 % 584.92 % 303.78 % (1) TDRs prior to adoption of ASU 2022-02.
To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2024, the Company increased the downside scenario to 100% which resulted in a 33% increase in the overall estimated allowance for credit losses.
To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2025, the Company increased the downside scenarios, equally weighted, to 100% which resulted in a 24% increase in the overall estimated allowance for credit losses.
The January 1, 2023 decrease in allowance for credit loss on TDR loans relating to adoption of ASU 2022-02 was $0.6 million, which increased retained earnings by $0.5 million and decreased the deferred tax asset by $0.1 million.
The January 1, 2023 decrease in allowance for credit loss on TDR loans relating to adoption of ASU 2022-02 was $0.6 million, which increased retained earnings by $0.5 million and decreased the deferred tax asset by $0.1 million. The allowance for credit losses totaled $138.0 million at December 31, 2025, compared to $116.0 million at December 31, 2024.
The discussion in Item 1A. Risk Factors lists some of the factors that could cause our actual results to vary materially from those expressed or implied by any forward-looking statements, and such discussion is incorporated into this discussion by reference.
The discussion in Item 1A. Risk Factors lists some of the factors that may cause actual results to differ materially from those contemplated by any forward-looking statements, and such discussion is incorporated into this discussion by reference.
Upon adoption of CECL, management revised the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.
Consistent with CECL guidance, management has pooled loans with similar risk characteristics and identified segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.
Composition of Loan Portfolio A summary of the loan portfolio by major categories (1) , net of deferred fees and origination costs, for the periods indicated is as follows: December 31, (In thousands) 2024 2023 2022 2021 2020 Commercial & industrial $ 1,426,358 $ 1,353,725 $ 1,265,082 $ 1,155,240 $ 1,121,224 Commercial real estate 3,876,698 3,626,910 2,807,941 2,655,367 2,526,813 Paycheck protection program 124 523 949 101,222 430,810 Residential real estate 2,142,249 2,125,804 1,649,870 1,571,232 1,466,662 Home equity 334,268 337,214 314,124 330,357 387,974 Indirect auto 1,273,253 1,130,132 989,587 859,454 931,286 Residential solar 820,079 917,755 856,798 440,016 282,224 Other consumer 96,881 158,650 265,796 385,571 351,892 Total loans $ 9,969,910 $ 9,650,713 $ 8,150,147 $ 7,498,459 $ 7,498,885 (1) Loans are summarized by business line which does not align with how the Company assesses credit risk in the estimate for credit losses under CECL.
Composition of Loan Portfolio A summary of the loan portfolio by major categories (1) , net of deferred fees and origination costs, for the periods indicated is as follows: December 31, (In thousands) 2025 2024 2023 2022 2021 Commercial & industrial $ 1,671,949 $ 1,426,358 $ 1,353,725 $ 1,265,082 $ 1,155,240 Commercial real estate 4,798,957 3,876,698 3,626,910 2,807,941 2,655,367 Paycheck protection program 25 124 523 949 101,222 Residential mortgage 2,537,593 2,142,249 2,125,804 1,649,870 1,571,232 Home equity 448,113 334,268 337,214 314,124 330,357 Indirect auto 1,340,524 1,273,253 1,130,132 989,587 859,454 Residential solar 736,970 820,079 917,755 856,798 440,016 Other consumer 63,983 96,881 158,650 265,796 385,571 Total loans $ 11,598,114 $ 9,969,910 $ 9,650,713 $ 8,150,147 $ 7,498,459 (1) Loans are summarized by business line which do not align to how the Company assesses credit risk in the allowance for credit losses under CECL.
The yield on average taxable securities was 1.99% for 2024 compared to 1.90% in 2023. The average balance of tax-exempt securities AFS and HTM increased from $214.1 million in 2023 to $221.3 million in 2024. The FTE yield on tax-exempt securities increased from 3.14% in 2023 to 3.52% in 2024.
The yield on average taxable securities was 2.43% for 2025 compared to 1.99% in 2024. The average balance of tax-exempt securities AFS and HTM decreased from $221.3 million in 2024 to $208.1 million in 2025. The FTE yield on tax-exempt securities increased from 3.52% in 2024 to 3.56% in 2025.
The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers.
The Company has been, and intends to continue to be, a community-oriented financial institution offering a variety of financial services. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers.
Within the CRE portfolio, approximately 81% comprises Non-Owner Occupied CRE, with the remaining 19% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the Company’s markets such as residential rental properties (43%) and office spaces (18%), along with retail, manufacturing, mixed use, hotels and others.
Within the CRE portfolio, approximately 78% are comprised of Non-Owner Occupied CRE, with the remaining 22% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the Company’s markets such as residential rental properties (45%) and office spaces (13%), along with retail, manufacturing, mixed use, hotels and others.
The Company follows financial accounting and reporting policies that are in accordance with GAAP. The allowance for credit losses and the allowance for unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.
The Company follows financial accounting and reporting policies that are in accordance with GAAP. Management has reviewed the application of these estimates with the Audit Committee of NBT’s Board of Directors. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.
The following table sets forth the major components of noninterest expense for the years indicated: Years Ended December 31, (In thousands) 2024 2023 2022 Salaries and employee benefits $ 232,487 $ 194,250 $ 187,830 Technology and data services 39,139 38,163 35,712 Occupancy 31,309 28,408 26,282 Professional fees and outside services 19,132 17,601 16,810 Office supplies and postage 7,525 6,917 6,140 FDIC assessment 6,765 6,257 3,197 Advertising 3,386 3,054 2,822 Amortization of intangible assets 8,443 4,734 2,263 Loan collection and other real estate owned, net 2,505 2,618 2,647 Acquisition expenses 1,531 9,978 967 Other 25,659 29,684 19,795 Total noninterest expense $ 377,881 $ 341,664 $ 304,465 Noninterest expense for the year ended December 31, 2024 was $377.9 million, up $36.2 million, or 10.6%, from the year ended December 31, 2023.
The following table sets forth the major components of noninterest expense for the years indicated: Years Ended December 31, (In thousands) 2025 2024 2023 Salaries and employee benefits $ 257,478 $ 232,487 $ 194,250 Technology and data services 44,025 39,139 38,163 Occupancy 36,385 31,309 28,408 Professional fees and outside services 21,740 19,132 17,601 Office supplies and postage 8,095 7,525 6,917 FDIC assessment 7,889 6,765 6,257 Marketing 4,013 3,386 3,054 Amortization of intangible assets 11,944 8,443 4,734 Loan collection and other real estate owned, net 2,648 2,505 2,618 Acquisition expenses 19,526 1,531 9,978 Other 31,598 25,659 29,684 Total noninterest expense $ 445,341 $ 377,881 $ 341,664 Noninterest expense for the year ended December 31, 2025 was $445.3 million, up $67.5 million, or 17.9%, from the year ended December 31, 2024.
As of December 31, 2024, there were $40.5 million in residential construction and development loans included in total loans.
As of December 31, 2025, there were $34.1 million in residential construction and development loans included in total loans.
The allowance for credit losses totaled $116.0 million at December 31, 2024, compared to $114.4 million at December 31, 2023. The allowance for credit losses as a percentage of loans was 1.16% at December 31, 2024, compared to 1.19% at December 31, 2023.
The allowance for credit losses as a percentage of loans was 1.19% at December 31, 2025, compared to 1.16% at December 31, 2024.
Total nonperforming assets were $51.8 million at December 31, 2024, compared to $37.9 million at December 31, 2023. Nonperforming loans at December 31, 2024 were $51.6 million or 0.52% of total loans, compared with $37.9 million or 0.39% of total loans at December 31, 2023.
Total nonperforming assets were $52.1 million at December 31, 2025, compared to $51.8 million at December 31, 2024. Nonperforming loans at December 31, 2025 were $51.7 million or 0.45% of total loans, compared with $51.6 million or 0.52% of total loans at December 31, 2024.
Net cash flows provided by operating activities totaled $188.6 million and $157.5 million in 2024 and 2023, respectively.
Net cash flows provided by operating activities totaled $235.2 million and $188.6 million in 2025 and 2024, respectively.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Credit risk on the risk participation agreements is determined after considering the risk rating, PD and LGD of the counterparties. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
The average balance of FRB and FHLB stock decreased to $37.8 million in 2024 from $48.6 million in 2023. The yield on investments in FRB and FHLB stock increased from 6.92% in 2023 to 7.07% in 2024.
The average balance of FRB and FHLB stock increased to $40.1 million in 2025 from $37.8 million in 2024. The yield on investments in FRB and FHLB stock decreased from 7.07% in 2024 to 5.27% in 2025.
The following information should be considered in connection with the Company’s results as of and for the year ended December 31, 2024: ● Net interest income for the year ended December 31, 2024 was $400.1 million, up $21.9 million, or 5.8%, from 2023. ● The Company recorded a provision for loan losses of $19.6 million for the year ended December 31, 2024, compared to $25.3 million in 2023.
The following information should be considered in connection with the Company’s results as of and for the year ended December 31, 2025: ● The acquisition of Evans was completed on May 2, 2025. ● Net interest income for the year ended December 31, 2025 was $501.5 million, up $101.4 million, or 25.3%, from 2024. ● The Company recorded a provision for loan losses of $32.3 million for the year ended December 31, 2025, compared to $19.6 million in 2024.
The following table sets forth the commitment expiration period for standby letters of credit at: (In thousands) December 31, 2024 Within one year $ 38,810 After one but within three years 11,109 After three but within five years 590 After five years 323 Total $ 50,832 Interest Rate Swaps The Company records all derivatives at fair value on the consolidated balance sheet.
The following table sets forth the commitment expiration period for standby letters of credit at: (In thousands) December 31, 2025 Within one year $ 44,187 After one but within three years 12,592 After three but within five years 1,398 After five years 323 Total $ 58,500 Interest Rate Swaps The Company records all derivatives on the consolidated balance sheet at fair value.
The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effect of stock-based incentive plans and other potential uses of common stock for corporate purposes. The Company did not purchase any shares of its common stock during the fourth quarter of 2024.
The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes.
(Dollars in thousands) 2024 2023 2022 2021 2020 Balance at January 1* $ 114,400 $ 100,152 $ 92,000 $ 110,000 $ 75,999 Loans charged-off Commercial 5,042 4,154 1,870 4,638 4,005 Residential 211 517 633 979 1,135 Consumer** 20,475 22,107 16,140 14,489 21,938 Total loans charged-off $ 25,728 $ 26,778 $ 18,643 $ 20,106 $ 27,078 Recoveries Commercial $ 839 $ 3,625 $ 2,430 $ 723 $ 786 Residential 415 496 852 1,069 618 Consumer** 6,467 5,859 7,014 8,571 8,541 Total recoveries $ 7,721 $ 9,980 $ 10,296 $ 10,363 $ 9,945 Net loans charged-off $ 18,007 $ 16,798 $ 8,347 $ 9,743 $ 17,133 Allowance for credit loss on PCD acquired loans $ - $ 5,772 $ - $ - $ - Provision for loan losses 19,607 25,274 17,147 (8,257 ) 51,134 Balance at December 31 $ 116,000 $ 114,400 $ 100,800 $ 92,000 $ 110,000 Allowance for loan losses to loans outstanding at end of year 1.16 % 1.19 % 1.24 % 1.23 % 1.47 % Commercial net charge-offs to average loans outstanding 0.04 % 0.01 % (0.01 )% 0.05 % 0.04 % Residential net charge-offs to average loans outstanding - - - - 0.01 % Consumer net charge-offs to average loans outstanding 0.14 % 0.18 % 0.12 % 0.08 % 0.18 % Net charge-offs to average loans outstanding 0.18 % 0.19 % 0.11 % 0.13 % 0.23 % * 2020 includes an adjustment of $3.0 million as a result of the January 1, 2020, adoption of ASC 326 and 2023 includes an adjustment of $0.6 million as a result of the January 1, 2023, adoption of ASU 2022-02. ** Consumer charge-off and recoveries include consumer and home equity. 45 Table of Contents Nonperforming Assets Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loans modifications, OREO and nonperforming securities.
(Dollars in thousands) 2025 2024 2023 2022 2021 Balance at January 1 (1) $ 116,000 $ 114,400 $ 100,152 $ 92,000 $ 110,000 Loans charged-off: Commercial 4,801 5,042 4,154 1,870 4,638 Residential 916 211 517 633 979 Consumer (2) 19,492 20,475 22,107 16,140 14,489 Total loans charged-off $ 25,209 $ 25,728 $ 26,778 $ 18,643 $ 20,106 Recoveries: Commercial $ 893 $ 839 $ 3,625 $ 2,430 $ 723 Residential 345 415 496 852 1,069 Consumer (2) 5,991 6,467 5,859 7,014 8,571 Total recoveries $ 7,229 $ 7,721 $ 9,980 $ 10,296 $ 10,363 Net loans charged-off $ 17,980 $ 18,007 $ 16,798 $ 8,347 $ 9,743 Allowance for credit loss on PCD acquired loans $ 7,726 $ - $ 5,772 $ - $ - Provision for loan losses 32,254 19,607 25,274 17,147 (8,257 ) Balance at December 31 $ 138,000 $ 116,000 $ 114,400 $ 100,800 $ 92,000 Allowance for loan losses to loans outstanding at end of year 1.19 % 1.16 % 1.19 % 1.24 % 1.23 % Net charge-offs to average loans outstanding 0.16 % 0.18 % 0.19 % 0.11 % 0.13 % Commercial net charge-offs to average loans outstanding 0.04 % 0.04 % 0.01 % (0.01 )% 0.05 % Residential net charge-offs to average loans outstanding 0.01 % - - - - Consumer net charge-offs to average loans outstanding 0.12 % 0.14 % 0.18 % 0.12 % 0.08 % (1) 2023 includes an adjustment of $0.6 million as a result of the January 1, 2023, adoption of ASU 2022-02.
Evans, with assets of approximately $2.19 billion at December 31 2024, is headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, is a federally-chartered national banking association operating 18 banking locations in Western New York.
Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities.
Salisbury Bank was a Connecticut-chartered commercial bank headquartered in Lakeville, Connecticut, operating 13 banking offices in northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts.
Salisbury Bancorp, Inc. Merger On August 11, 2023, NBT completed its acquisition of Salisbury. Salisbury Bank was a Connecticut-chartered commercial bank headquartered in Lakeville, Connecticut, operating 13 banking offices in northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts.
The following table sets forth information by category of noninterest income for the years indicated: Years Ended December 31, (In thousands) 2024 2023 2022 Service charges on deposit account $ 17,087 $ 15,425 $ 14,630 Card services income 22,331 20,829 29,058 Retirement plan administration fees 56,587 47,221 48,112 Wealth management 41,641 34,763 33,311 Insurance services 17,032 15,667 14,696 Bank owned life insurance income 8,325 6,750 6,044 Net securities gains (losses) 2,789 (9,315 ) (1,131 ) Other 11,032 10,838 10,858 Total noninterest income $ 176,824 $ 142,178 $ 155,578 Noninterest income for the year ended December 31, 2024 was $176.8 million, up $34.6 million, or 24.4%, from the year ended December 31, 2023.
The following table sets forth information by category of noninterest income for the years indicated: Years Ended December 31, (In thousands) 2025 2024 2023 Service charges on deposit account $ 19,067 $ 17,087 $ 15,425 Card services income 23,988 22,331 20,829 Retirement plan administration fees 61,585 56,587 47,221 Wealth management 44,755 41,641 34,763 Insurance services 18,035 17,032 15,667 Bank owned life insurance income 12,393 8,325 6,750 Net securities gains (losses) 148 2,789 (9,315 ) Other 15,522 11,032 10,838 Total noninterest income $ 195,493 $ 176,824 $ 142,178 Noninterest income for the year ended December 31, 2025 was $195.5 million, up $18.7 million, or 10.6%, from the year ended December 31, 2024.
As of December 31, 2024, there were 1,992,400 shares available for repurchase under this plan authorized on December 18, 2023, which is set to expire on December 31, 2025.
As of December 31, 2025, there were 1,750,000 shares available for repurchase under this plan authorized on October 27, 2025 which is set to expire on December 31, 2027.
In the first quarter of 2023, the Company incurred a $5.0 million securities loss on the write-off of an AFS subordinated debt investment of a failed financial institution. In the first quarter of 2024, the Company sold the previously written-off subordinated debt security and recognized a gain of $2.3 million.
In the first quarter of 2024, the Company sold the previously written-off subordinated debt security and recognized a gain of $2.3 million. In the second quarter of 2023, the Company incurred a $4.5 million securities loss on the sale of two subordinated debt securities held in the AFS portfolio.
The following table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis. 36 Table of Contents Average Balances and Net Interest Income 2024 2023 2022 (Dollars in thousands) Average Balances Net Interest Income Yield/ Rate Average Balances Net Interest Income Yield/ Rate Average Balances Net Interest Income Yield/ Rate Assets: Short-term interest-bearing accounts $ 86,213 $ 4,412 5.12 % $ 126,765 $ 6,259 4.94 % $ 440,429 $ 3,072 0.70 % Securities taxable (1) 2,285,725 45,588 1.99 % 2,377,596 45,176 1.90 % 2,424,925 43,229 1.78 % Securities tax-exempt (1) (3) 221,273 7,788 3.52 % 214,053 6,730 3.14 % 233,515 5,070 2.17 % FRB and FHLB stock 37,789 2,672 7.07 % 48,641 3,368 6.92 % 27,040 995 3.68 % Loans (2) (3) 9,818,064 553,784 5.64 % 8,803,228 463,290 5.26 % 7,772,962 333,008 4.28 % Total interest-earning assets $ 12,449,064 $ 614,244 4.93 % $ 11,570,283 $ 524,823 4.54 % $ 10,898,871 $ 385,374 3.54 % Other assets 1,071,455 923,850 893,197 Total assets $ 13,520,519 $ 12,494,133 $ 11,792,068 Liabilities and stockholders’ equity: Money market deposit accounts $ 3,308,433 $ 116,982 3.54 % $ 2,418,450 $ 62,475 2.58 % $ 2,447,978 $ 4,955 0.20 % NOW deposit accounts 1,617,456 13,442 0.83 % 1,555,414 8,298 0.53 % 1,578,831 2,600 0.16 % Savings deposits 1,580,517 734 0.05 % 1,715,749 650 0.04 % 1,829,360 592 0.03 % Time deposits 1,408,410 55,790 3.96 % 1,006,867 33,218 3.30 % 464,912 1,776 0.38 % Total interest-bearing deposits $ 7,914,816 $ 186,948 2.36 % $ 6,696,480 $ 104,641 1.56 % $ 6,321,081 $ 9,923 0.16 % Federal funds purchased 13,016 721 5.54 % 24,575 1,269 5.16 % 14,644 588 4.02 % Repurchase agreements 95,879 2,255 2.35 % 70,251 747 1.06 % 69,561 67 0.10 % Short-term borrowings 103,963 5,693 5.48 % 450,377 23,592 5.24 % 46,371 1,968 4.24 % Long-term debt 29,715 1,166 3.92 % 24,247 925 3.81 % 6,579 161 2.45 % Subordinated debt, net 120,420 7,232 6.01 % 105,756 6,076 5.75 % 98,439 5,424 5.51 % Junior subordinated debt 101,196 7,533 7.44 % 101,196 7,320 7.23 % 101,196 3,749 3.70 % Total interest-bearing liabilities $ 8,379,005 $ 211,548 2.52 % $ 7,472,882 $ 144,570 1.93 % $ 6,657,871 $ 21,880 0.33 % Demand deposits 3,377,352 3,463,608 3,696,957 Other liabilities 295,301 285,310 237,857 Stockholders’ equity 1,468,861 1,272,333 1,199,383 Total liabilities and stockholders’ equity $ 13,520,519 $ 12,494,133 $ 11,792,068 Net interest income (FTE) $ 402,696 $ 380,253 $ 363,494 Interest rate spread 2.41 % 2.61 % 3.21 % Net interest margin (FTE) 3.23 % 3.29 % 3.34 % Taxable equivalent adjustment $ 2,574 $ 2,034 $ 1,304 Net interest income $ 400,122 $ 378,219 $ 362,190 (1) Securities are shown at average amortized cost.
The following table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis. 34 Table of Contents Average Balances and Net Interest Income 2025 2024 2023 (Dollars in thousands) Average Balances Net Interest Income Yield/ Rate Average Balances Net Interest Income Yield/ Rate Average Balances Net Interest Income Yield/ Rate Assets: Short-term interest-bearing accounts $ 251,174 $ 10,779 4.29 % $ 86,213 $ 4,412 5.12 % $ 126,765 $ 6,259 4.94 % Securities taxable (1) 2,467,011 59,944 2.43 % 2,285,725 45,588 1.99 % 2,377,596 45,176 1.90 % Securities tax-exempt (1) (3) 208,125 7,403 3.56 % 221,273 7,788 3.52 % 214,053 6,730 3.14 % FRB and FHLB stock 40,055 2,110 5.27 % 37,789 2,672 7.07 % 48,641 3,368 6.92 % Loans (2) (3) 11,058,882 633,222 5.73 % 9,818,064 553,784 5.64 % 8,803,228 463,290 5.26 % Total interest-earning assets $ 14,025,247 $ 713,458 5.09 % $ 12,449,064 $ 614,244 4.93 % $ 11,570,283 $ 524,823 4.54 % Other assets 1,249,225 1,071,455 923,850 Total assets $ 15,274,472 $ 13,520,519 $ 12,494,133 Liabilities and stockholders’ equity: Money market deposits $ 3,903,585 $ 115,197 2.95 % $ 3,308,433 $ 116,982 3.54 % $ 2,418,450 $ 62,475 2.58 % Interest-bearing checking deposits 1,935,912 19,840 1.02 % 1,617,456 13,442 0.83 % 1,555,414 8,298 0.53 % Savings deposits 1,823,884 5,942 0.33 % 1,580,517 734 0.05 % 1,715,749 650 0.04 % Time deposits 1,555,058 51,355 3.30 % 1,408,410 55,790 3.96 % 1,006,867 33,218 3.30 % Total interest-bearing deposits $ 9,218,439 $ 192,334 2.09 % $ 7,914,816 $ 186,948 2.36 % $ 6,696,480 $ 104,641 1.56 % Federal funds purchased 4,110 185 4.50 % 13,016 721 5.54 % 24,575 1,269 5.16 % Repurchase agreements 114,822 3,057 2.66 % 95,879 2,255 2.35 % 70,251 747 1.06 % Short-term borrowings 8,679 401 4.62 % 103,963 5,693 5.48 % 450,377 23,592 5.24 % Long-term debt 36,916 1,463 3.96 % 29,715 1,166 3.92 % 24,247 925 3.81 % Subordinated debt, net 76,458 4,875 6.38 % 120,420 7,232 6.01 % 105,756 6,076 5.75 % Junior subordinated debt 108,145 7,131 6.59 % 101,196 7,533 7.44 % 101,196 7,320 7.23 % Total interest-bearing liabilities $ 9,567,569 $ 209,446 2.19 % $ 8,379,005 $ 211,548 2.52 % $ 7,472,882 $ 144,570 1.93 % Demand deposits 3,681,113 3,377,352 3,463,608 Other liabilities 290,426 295,301 285,310 Stockholders’ equity 1,735,364 1,468,861 1,272,333 Total liabilities and stockholders’ equity $ 15,274,472 $ 13,520,519 $ 12,494,133 Net interest income (FTE) $ 504,012 $ 402,696 $ 380,253 Interest rate spread 2.90 % 2.41 % 2.61 % Net interest margin (FTE) 3.59 % 3.23 % 3.29 % Taxable equivalent adjustment $ 2,466 $ 2,574 $ 2,034 Net interest income $ 501,546 $ 400,122 $ 378,219 (1) Securities are shown at average amortized cost.
Net cash flows used in investing activities totaled $399.2 million and $44.2 million in 2024 and 2023, respectively. Critical elements of investing activities are loan and investment securities transactions. Net cash flows provided by financing activities totaled $289.5 million and net cash flows used in financing activities totaled $105.4 million in 2024 and 2023.
Net cash flows provided by investing activities totaled $169.1 million in 2025 and net cash flows used in investing activities totaled $399.2 million in 2024. Critical elements of investing activities are loan and investment securities transactions.
The Company conducts an annual review of goodwill impairment and conducts quarterly analyses to identify any events that may necessitate an interim assessment. The Company initially undertakes a qualitative evaluation of goodwill to ascertain whether certain events or circumstances indicate a likelihood that the fair value of a reporting unit is less than its carrying amount.
The Company initially undertakes a qualitative evaluation of goodwill to ascertain whether certain events or circumstances indicate a likelihood that the fair value of a reporting unit is less than its carrying amount.
Included in the provision expense for the year ended December 31, 2023 was $8.8 million of acquisition-related provision for loan losses. ● Excluding securities gains (losses), noninterest income represented 30% of total revenues and was $174.0 million for the year ended December 31, 2024, up $22.5 million, or 14.9%, from the prior year. ● Noninterest expense, excluding acquisition expenses, was up $44.7 million, or 13.5%, from the prior year. ● Period end total loans were $9.97 billion, up $319.2 million, or 3.3% from December 31, 2023. ● Credit quality metrics including net charge-offs to average loans were 0.18% and allowance for loan losses to total loans was 1.16%. ● Period end total deposits were $11.55 billion, up $577.8 million, or 5.3%, from December 31, 2023.
Included in the provision expense for the year ended December 31, 2025 was $13.0 million of acquisition-related provision for loan losses. ● Excluding securities gains (losses), noninterest income represented 28% of total revenues and was $195.3 million for the year ended December 31, 2025, up $21.3 million, or 12.2%, from the prior year. ● Noninterest expense, excluding acquisition expenses, was $425.8 million for the year ended December 31, 2025, up $49.5 million, or 13.1%, from the prior year. ● Period end total loans were $11.60 billion, up $1.63 billion, or 16.3% from December 31, 2024, including $1.67 billion of loans acquired from Evans. ● Credit quality metrics including net charge-offs to average loans were 0.16% and allowance for loan losses to total loans was 1.19%. ● Period end total deposits were $13.50 billion, up $1.95 billion, or 16.9%, from December 31, 2024, including $1.86 billion in deposits acquired from Evans.
Additional information about our Allowance for Credit Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the “Critical Accounting Estimates” section of the Management Discussion and Analysis. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.
Additional information about our Allowance for Credit Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the “Critical Accounting Estimates” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The rate paid for time deposits increased from 3.30% during 2023 to 3.96% during 2024. 41 Table of Contents Years Ended December 31, 2024 2023 2022 (In thousands) Average Balance Yield/Rate Average Balance Yield/Rate Average Balance Yield/Rate Demand deposits $ 3,377,352 $ 3,463,608 $ 3,696,957 Money market deposit accounts 3,308,433 3.54 % 2,418,450 2.58 % 2,447,978 0.20 % NOW deposit accounts 1,617,456 0.83 % 1,555,414 0.53 % 1,578,831 0.16 % Savings deposits 1,580,517 0.05 % 1,715,749 0.04 % 1,829,360 0.03 % Time deposits 1,408,410 3.96 % 1,006,867 3.30 % 464,912 0.38 % Total interest-bearing deposits $ 7,914,816 2.36 % $ 6,696,480 1.56 % $ 6,321,081 0.16 % The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting: As of December 31, (In thousands) 2024 2023 2022 Estimated amount of uninsured deposits $ 4,731,363 $ 4,077,186 $ 3,555,342 The following table presents the maturity distribution of time deposits of $250,000 or more: (In thousands) December 31, 2024 Portion of time deposits in excess of insurance limit $ 251,607 Time deposits otherwise uninsured with a maturity of: Within three months $ 127,284 After three but within six months 97,092 After six but within twelve months 4,632 Over twelve months 22,599 Borrowings Average federal funds purchased decreased to $13.0 million in 2024.
The rate paid for time deposits decreased from 3.96% during 2024 to 3.30% during 2025. 39 Table of Contents Years Ended December 31, 2025 2024 2023 (In thousands) Average Balance Yield/Rate Average Balance Yield/Rate Average Balance Yield/Rate Demand deposits $ 3,681,113 $ 3,377,352 $ 3,463,608 Money market deposits 3,903,585 2.95 % 3,308,433 3.54 % 2,418,450 2.58 % Interest-bearing checking deposits 1,935,912 1.02 % 1,617,456 0.83 % 1,555,414 0.53 % Savings deposits 1,823,884 0.33 % 1,580,517 0.05 % 1,715,749 0.04 % Time deposits 1,555,058 3.30 % 1,408,410 3.96 % 1,006,867 3.30 % Total interest-bearing deposits $ 9,218,439 2.09 % $ 7,914,816 2.36 % $ 6,696,480 1.56 % The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting: As of December 31, (In thousands) 2025 2024 2023 Estimated amount of uninsured deposits $ 5,862,417 $ 4,731,363 $ 4,077,186 The following table presents the maturity distribution of time deposits of $250,000 or more: (In thousands) December 31, 2025 Portion of time deposits in excess of insurance limit $ 332,936 Time deposits otherwise uninsured with a maturity of: Within three months $ 183,739 After three but within six months 103,200 After six but within twelve months 20,854 Over twelve months 25,143 Borrowings Average federal funds purchased decreased to $4.1 million in 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+1 added−1 removed11 unchanged
Biggest changeThe Company continues to focus on managing deposit expense in an environment of still elevated but declining short-term interest rates while allowing assets to reprice upward in relation to existing portfolio asset yields . 51 Table of Contents
Biggest changeThe Company remains focused on managing deposit expense in this environment of still elevated but declining short-term interest rates in an effort to offset the roughly $3 billion of assets that will decline in conjunction with anticipated federal funds reductions. 49 Table of Contents
The Company’s Interest Rate Sensitivity has remained in a near neutral position. In the declining rate scenario, net interest income is projected to modestly decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period.
The Company’s Interest Rate Sensitivity has remained in a near neutral position. In the declining rate scenarios, net interest income is projected to modestly decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period.
Post-pandemic, inflationary pressures have resulted in a higher overall yield curve with federal funds increases of 425 bps in 2022 with an additional 100 bps of increases in 2023.
Post-pandemic, inflationary pressures resulted in a higher overall yield curve with federal funds increases of 425 bps in 2022 with an additional 100 bps of increases in 2023.
Net interest income for the next twelve months in the +200/+100/-100/-200 bp scenarios, as described above, is within the internal policy risk limits of not more than a 5.0% reduction in net interest income in the +100/-100 bps scenarios and of not more than a 7.5% reduction in net interest income in the +200/-200 bps scenarios.
Net interest income for the next twelve months in the +300/+200/+100/-100/-200/-300 bps scenarios, as described above, is within the internal policy risk limits of not more than a 5.0% reduction in net interest income in the +100/-100 bps scenarios, of not more than a 7.5% reduction in net interest income in the +200/-200 bps scenarios and of not more than a 12.0% reduction in net interest income in the +300/-300 bps scenarios.
Four additional models are run in which a gradual increase of 200 bps, a gradual increase of 100 bps, a gradual decrease of 100 bps and a gradual decrease of 200 bps takes place over a 12-month period with a static balance sheet. Under these scenarios, assets subject to prepayments are adjusted to account for faster or slower prepayment assumptions.
Six additional models are run in which gradual increases of 300 bps, 200 bps and 100 bps, and gradual decreases of 100 bps, 200 bps and 300 bps takes place over a 12-month period with a static balance sheet. Under these scenarios, assets subject to prepayments are adjusted to account for faster or slower prepayment assumptions.
In the rising rate scenarios, net interest income is near neutral, impacted by slowing prepayments speeds and increased deposit reactivity; the magnitude of potential impact on earnings may be affected by the ability to lag deposit repricing on NOW, savings, MMDA and time accounts.
Conversely in the rising rate scenarios, net interest income increases modestly, impacted by slowing prepayments speeds and increased deposit reactivity; the magnitude of potential impact on earnings may be affected by the ability to lag deposit repricing on interest-bearing checking, savings, MMDA and time accounts.
The following table summarizes the percentage change in net interest income in the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the December 31, 2024 balance sheet position: Interest Rate Sensitivity Analysis Change in interest rates (in bps) Percent change in net interest income +200 0.06 % +100 0.34 % -100 (0.36 )% -200 (0.29 )% The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily influenced by inflationary pressures and FOMC monetary policy.
The following table summarizes the percentage change in net interest income in the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the December 31, 2025 balance sheet position: Interest Rate Sensitivity Analysis Change in interest rates (in bps) Percent change in net interest income +300 0.96 % +200 1.01 % +100 0.78 % -100 (0.73 )% -200 (0.94 )% -300 (1.08 )% The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily driven by inflationary pressures, employment stability and FOMC monetary policy.
To manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Management’s ALCO meets monthly to review the Company’s interest rate risk position and profitability and to recommend strategies for consideration by the Board.
To manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Management’s Asset Liability Committee (“ALCO”) meets monthly to review the Company’s interest rate risk position and profitability and to recommend strategies for consideration by the Board of Directors (the “Board”).
However, the tightening cycle ended in September of 2024, when the FRB lowered the federal funds rate by 50 bps, with a total of 100 bps of federal funds rate reductions by the end of 2024.
However, the tightening cycle ended in September of 2024, when the FRB lowered the federal funds rate by 50 bps, followed by consecutive 25 bps reductions in November and December of 2024 for a total of 100 bps of federal funds rate reductions by the end of 2024.
While deposit rates increased meaningfully in 2023 and continued to increase in early 2024 in conjunction with elevated short-term interest rates, the recent federal funds rate reduction has provided the catalyst for the Company to begin reducing deposit rates.
While deposit rates increased meaningfully in 2023 and continued to increase in early 2024 in conjunction with elevated short-term interest rates, the federal funds rate reductions of 2024 and 2025, as well as expectations for continued reductions in 2026 have provided the catalyst for the Company to continue reducing deposit rates.
Removed
In response to the economic impact of the pandemic, the federal funds rate was reduced to near zero in March 2020, causing term interest rates to decline sharply across the yield curve. As a result, the Company lowered deposit rates.
Added
Additionally, three rate cuts of 25 bps occurred in September, October and December of 2025, signaling a continuation of the cutting cycle.

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