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INDEPENDENT BANK CORP MI

For the period ended Mar 31, 2025. Filed May 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

IBCP$36.99+1.9%Stored close · as of Nov 9, 2026

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Notes to Interim Condensed Consolidated Financial Statements

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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. Preparation of Financial Statements

The interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2024 included in our Annual Report on Form 10-K.

In our opinion, the accompanying unaudited interim condensed consolidated financial statements contain all the adjustments necessary to present fairly our consolidated financial condition as of March 31, 2025 and December 31, 2024, and the results of operations for the three-month periods ended March 31, 2025 and 2024. The results of operations for the three-month periods ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made in the prior period interim condensed consolidated financial statements to conform to the current period presentation. Our critical accounting policies include the determination of the allowance for credit losses (“ACL”) and the valuation of capitalized mortgage loan servicing rights. Refer to our 2024 Annual Report on Form 10-K for a disclosure of our accounting policies.

  1. New Accounting Standards

In December, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This ASU modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). This ASU also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. This ASU takes effect in annual reporting periods beginning after December 15, 2024, with early adoption permitted. The adoption of this ASU on January 1, 2025, did not have a material impact on our interim Condensed Consolidated Financial Statements.

In December, 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". This ASU requires public business entities to disaggregate certain expense captions into specific categories in disclosures within the footnotes to the consolidated financial statements. This ASU takes effect in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We do not expect the adoption of this ASU to have a material impact on our interim Condensed Consolidated Financial Statements.

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  1. Securities

Securities available for sale (“AFS”) consist of the following:

AmortizedCost · Unrealized
Gains · Losses · Fair Value
(In thousands)
U.S. agency$9,251$1$578$8,674
U.S. agency residential mortgage-backed77,892808,39069,582
U.S. agency commercial mortgage-backed12,332—1,05611,276
Private label mortgage-backed52,7462653,75249,259
Other asset backed36,6862667636,036
Obligations of states and political subdivisions327,439—43,189284,250
Corporate72,823—3,20369,620
Trust preferred987—8979
Total$590,156$372$60,852$529,676
U.S. agency$8,858$1$700$8,159
U.S. agency residential mortgage-backed80,589479,49971,137
U.S. agency commercial mortgage-backed12,821—1,18011,641
Private label mortgage-backed74,2682634,49670,035
Other asset backed39,2321873438,516
Obligations of states and political subdivisions330,8741442,097288,791
Corporate73,960—4,03969,921
Trust preferred986—4982
Total$621,588$343$62,749$559,182

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Securities held to maturity (“HTM”) consist of the following:

CarryingValue · TransferredUnrealizedLoss (1) · ACL · AmortizedCost · Unrealized · Fair Value
Gains · Losses
(In thousands)
U.S. agency$23,998$1,374$—$25,372$—$4,405$20,967
U.S. agency residential mortgage-backed98,7128,417—107,129—22,83084,299
U.S. agency commercial mortgage-backed3,98597—4,082—3683,714
Private label mortgage-backed7,33716217,500—4537,047
Obligations of states and political subdivisions155,9104,85317160,7803418,520142,294
Corporate46,03142010846,559—3,30143,258
Trust preferred9554231,000——1,000
Total$336,928$15,365$129$352,422$34$49,877$302,579
U.S. agency$24,150$1,404$—$25,554$—$4,987$20,567
U.S. agency residential mortgage-backed100,7008,669—109,369—24,63184,738
U.S. agency commercial mortgage-backed4,013107—4,120—4023,718
Private label mortgage-backed7,35019017,541—5516,990
Obligations of states and political subdivisions156,3055,26217161,5842819,461142,151
Corporate45,96449611146,571—3,87542,696
Trust preferred9544331,000——1,000
Total$339,436$16,171$132$355,739$28$53,907$301,860

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Our investments' gross unrealized losses and fair values for securities AFS aggregated by investment type and length of time that individual securities have been at a continuous unrealized loss position follows:

Less Than Twelve MonthsTwelve Months or MoreTotal
Fair ValueUnrealizedLossesFair ValueUnrealizedLossesFair ValueUnrealizedLosses
(In thousands)
U.S. agency$1,283$2$7,256$576$8,539$578
U.S. agency residential mortgage-backed152—55,9638,39056,1158,390
U.S. agency commercial mortgage-backed——11,2761,05611,2761,056
Private label mortgage-backed——48,2293,75248,2293,752
Other asset backed4,5313124,62264529,153676
Obligations of states and political subdivisions35316283,89743,173284,25043,189
Corporate1,4841268,1363,19169,6203,203
Trust preferred——97989798
Total$7,803$61$500,358$60,791$508,161$60,852
U.S. agency$324$1$7,565$699$7,889$700
U.S. agency residential mortgage-backed147—61,2199,49961,3669,499
U.S. agency commercial mortgage-backed——11,6411,18011,6411,180
Private label mortgage-backed2,551866,4114,48868,9624,496
Other asset backed3,9841927,05271531,036734
Obligations of states and political subdivisions2211288,57042,096288,79142,097
Corporate1,4732368,4484,01669,9214,039
Trust preferred——98249824
Total$8,700$52$531,888$62,697$540,588$62,749

Securities AFS in unrealized loss positions are evaluated quarterly for impairment related to credit losses. For securities AFS in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities AFS that do not meet this criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, adverse conditions specifically related to the security and the issuer and the impact of changes in market interest rates on the market value of the security, among other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an ACL is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of applicable taxes. No ACL for securities AFS was needed at March 31, 2025 and December 31, 2024. Accrued interest receivable on securities AFS totaled $3.3 million and $3.9 million at March 31, 2025 and December 31, 2024, respectively,

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and is excluded from the estimate of credit losses and is included inaccrued income and other assets in the interim Condensed Consolidated Statements of Financial Condition.

U.S. agency, U.S. agency residential mortgage-backed and U.S. agency commercial mortgage-backed securities — at March 31, 2025, we had 30 U.S. agency,98 U.S. agency residential mortgage-backed and 10 U.S. agency commercial mortgage-backed securities whose fair value is less than amortized cost. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. The unrealized losses are largely attributed to widening spreads to Treasury bonds and/or an increase in interest rates since acquisition.

Private label mortgage backed, other asset backed and corporate securities — at March 31, 2025, we had 60 private label mortgage backed,43 other asset backed, and 72 corporate securities whose fair value is less than amortized cost. The unrealized losses are primarily due to credit spread widening and/or an increase in interest rates since acquisition.

Obligations of states and political subdivisions — at March 31, 2025, we had 308 municipal securities whose fair value is less than amortized cost. The unrealized losses are primarily due to an increase in interest rates since acquisition.

Trust preferred securities — at March 31, 2025, we hadone trust preferred security whose fair value is less than amortized cost. This trust preferred security is a single issue security issued by a trust subsidiary of a bank holding company. The pricing of trust preferred securities has suffered from credit spread widening. This security is rated by a major rating agency as investment grade.

At March 31, 2025 management does not intend to liquidate any of the securities discussed above and it is more likely than not that we will not be required to sell these securities prior to recovery of these unrealized losses.

We recordedno credit related charges in our interim Condensed Consolidated Statements of Operations related to securities AFS during the three month periods ended March 31, 2025 and 2024, respectively.

The ACL on securities HTM is a contra asset valuation account that is deducted from the carrying amount of securities HTM to present the net amount expected to be collected. Securities HTM are charged off against the ACL when deemed uncollectible. Adjustments to the ACL are reported in our interim Condensed Consolidated Statements of Operations in provision for credit losses. We measure expected credit losses on securities HTM on a collective basis by major security type with each type sharing similar risk characteristics, and consider historical credit loss information. Accrued interest receivable on securities HTM totaled $1.9 million and $1.7 million at March 31, 2025 and December 31, 2024, respectively and is excluded from the estimate of credit losses and is included inaccrued income and other assets in the interim Condensed Consolidated Statements of Financial Condition. With regard to U.S. Government-sponsored agency and mortgage-backed securities (residential and commercial), all these securities are issued by a U.S. government-sponsored entity and have an implicit or explicit government guarantee; therefore, no allowance for credit losses has been recorded for these securities. With regard to obligations of states and political subdivisions, private label-mortgage-backed, corporate and trust preferred securities HTM, we consider (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. Historical loss rates associated with securities having similar grades as those in our portfolio have been insignificant. During the first quarter of 2023, one corporate security (Signature Bank) defaulted resulting in a full charge-off. Subsequent to this security's charge-off, a portion of its fair value had recovered and was subsequently sold during the first quarter of 2024 for $1.1 million during which period we recorded that amount as a recovery to the ACL. Despite this lone security loss, the long-term historical loss rates associated with securities having similar grades as those in our portfolio have been insignificant. Furthermore, as of March 31, 2025 and December 31, 2024, there were no past due principal and interest payments associated with these securities. At those same dates an allowance for credit losses of $129,000 and $132,000, respectively was recorded on non U.S. agency securities HTM based on applying the long-term historical credit loss rate, as published by credit rating agencies, for similarly rated securities.

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On a quarterly basis, we monitor the credit quality of securities HTM through the use of credit ratings. The carrying value of securities HTM aggregated by credit quality follow:

PrivateLabelMortgage-BackedObligationsof Statesand PoliticalSubdivisionsCorporateTrustPreferredCarryingValueTotal
(In thousands)
Credit rating:
AAA$7,337$34,589$—$—$41,926
AA—102,609——102,609
A—1,9605,003—6,963
BBB—65036,104—36,754
BB——1,967—1,967
Non-rated—16,1022,95795520,014
Total$7,337$155,910$46,031$955$210,233
Credit rating:
AAA$7,350$34,973$—$—$42,323
AA—101,112——101,112
A—3,4735,005—8,478
BBB—65236,045—36,697
BB——1,963—1,963
Non-rated—16,0952,95195420,000
Total$7,350$156,305$45,964$954$210,573

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An analysis of the allowance for credit losses by security HTM type for the three months ended March 31 follows:

PrivateLabelMortgage-BackedObligationsof Statesand PoliticalSubdivisionsCorporateTrustPreferredTotal
(In thousands)
Balance at beginning of period$1$17$111$3$132
Additions (deductions)
Provision for credit losses——(3)—(3)
Recoveries credited to the allowance—————
Securities HTM charged against the allowance—————
Balance at end of period$1$17$108$3$129
Balance at beginning of period$4$33$116$4$157
Additions (deductions)
Provision for credit losses—(2)(1,125)—(1,127)
Recoveries credited to the allowance——1,125—1,125
Securities HTM charged against the allowance—————
Balance at end of period$4$31$116$4$155

The amortized cost and fair value of securities AFS and securities HTM at March 31, 2025, by contractual maturity, follow:

Securities AFSSecurities HTM
AmortizedCostFairValueAmortizedCostFairValue
(In thousands)
Maturing within one year$34,413$34,000$11,744$11,560
Maturing after one year but within five years136,630127,54053,17349,785
Maturing after five years but within ten years38,83834,63296,38985,659
Maturing after ten years200,619167,35172,40560,515
410,500363,523233,711207,519
U.S. agency residential mortgage-backed77,89269,582107,12984,299
U.S. agency commercial mortgage-backed12,33211,2764,0823,714
Private label mortgage-backed52,74649,2597,5007,047
Other asset backed36,68636,036——
Total$590,156$529,676$352,422$302,579

The actual maturity may differ from the contractual maturity because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

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Gains and losses realized on the sale of securities AFS are determined using the specific identification method and are recognized on a trade-date basis. A summary of proceeds from the sale of securities AFS and gains and losses for the three month periods ending March 31, follows:

Realized
Proceeds · Gains · Losses
(In thousands)
2025$22,503$1$331
202437,27314283

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  1. Loans

We estimate the ACL based on relevant available information from both internal and external sources, including historical loss trends, current conditions and forecasts, specific analysis of individual loans, and other relevant and appropriate factors. The allowance process is designed to provide for expected future losses based on our reasonable and supportable (“R&S”) forecast as of the reporting date. Our ACL process is administered by our Risk Management group utilizing a third party software solution, with significant input and ultimate approval from our Executive Enterprise Risk Committee. Further, we have established a current expected credit loss ("CECL") Forecast Committee, which includes a cross discipline structure with membership from Executive Management, Risk Management, Credit Administration and Accounting, which approves ACL model assumptions each quarter. Our ACL is comprised of three principal elements: (i) specific analysis of individual loans identified during the review of the loan portfolio, (ii) pooled analysis of loans with similar risk characteristics based on historical experience, adjusted for current conditions, R&S forecasts, and expected prepayments, and (iii) additional allowances based on subjective factors, including local and general economic business factors and trends, portfolio concentrations and changes in the size and/or the general terms of the loan portfolio.

The first ACL element (specific allocations) includes loans that do not share similar risk characteristics and are evaluated on an individual basis. We will typically evaluate on an individual basis loans that are on nonaccrual; commercial loans that have been modified resulting in a concession, for which the borrower is experiencing financial difficulties, and whichare considered loan modifications or with well defined weaknesses; and severely delinquent mortgage and installment loans. When we determine that foreclosure is probable or when repayment is expected to be provided substantially through the operation or sale of underlying collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for estimated selling costs. For loans evaluated on an individual basis that are not determined to be collateral dependent, a discounted cash flow analysis is performed to determine expected credit losses.

The second ACL element (pooled analysis) includes loans with similar risk characteristics, which are broken down by segment, class, and risk metric. The Bank’s primary segments of commercial, mortgage, and installment loans are further classified by other relevant attributes, such as collateral type, lien position, occupancy status, amortization method, and balance size. Commercial classes are additionally segmented by risk rating, and mortgage and installment loan classes by credit score tier, which are updated at least semi-annually.

We utilize a discounted cash flow (“DCF”) model to estimate expected future losses for pooled loans. Expected future cash flows are developed from payment schedules over the contractual term, adjusted for forecasted default (probability of default), loss, and prepayment assumptions. We are not required to develop forecasts over the full contractual term of the financial asset or group of financial assets. Rather, for periods beyond which we are able to make or obtain R&S forecasts of expected credit losses, we revert to the long term average on a straight line or immediate basis, as determined by our CECL Forecast Committee, and which may vary depending on the economic outlook and uncertainty.

The DCF model for the mortgage and installment pooled loan segments includes using probability of default (“PD”) assumptions that are derived through regression analysis with forecasted US unemployment levels by credit score tier. We review a composite forecast of approximately 50 analysts as well as the Federal Open Market Committee (“FOMC”) projections in setting the unemployment forecast for the R&S period. The current ACL utilizes a one year R&S forecast followed by immediate reversion to the 75 year average unemployment rate. PD assumptions for the remaining segments are based primarily on historical rates by risk metric as defaults were not strongly correlated with any economic indicator. Loss given default (“LGD”) assumptions for the mortgage loan segment are based on a two year forecast followed by a two year straight line reversion period to the longer term average, while LGD rates for the remaining segments are the historical average for the entire period. Prepayment assumptions represent average rates per segment for a period determined by the CECL Forecast Committee and as calculated through the Bank’s Asset and Liability Management program.

Pooled reserves for the commercial loan segment are calculated using the DCF model with assumptions generally based on historical averages by class and risk rating. Effective risk rating practices allow for strong predictability of defaults and losses over the portfolio’s expected shorter duration, relative to mortgage and installment loans. Our rating system is similar to those employed by state and federal banking regulators.

The third ACL element (additional allocations based on subjective factors) is based on factors that cannot be associated with a specific credit or loan category and reflects our attempt to ensure that the overall ACL appropriately reflects a margin for the imprecision necessarily inherent in the estimates of expected credit losses. We adjust our quantitative model for certain qualitative factors to reflect the extent to which management expects current conditions and R&S forecasts to differ from the conditions that existed for the period over which historical information was evaluated. The qualitative framework reflects changes related to relevant data, such as changes in asset quality trends, portfolio growth and

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composition, national and local economic factors, credit policy and administration and other factors not considered in the base quantitative model. We utilize a survey completed by business unit management throughout the Bank, as well as discussion with the CECL Forecast Committee to establish reserves under the qualitative framework.

An analysis of the ACL by portfolio segment for the three months ended March 31, follows:

CommercialMortgageInstallmentSubjectiveAllocationTotal
(In thousands)
Balance at beginning of period$22,872$22,317$3,040$11,150$59,379
Additions (deductions)
Provision for credit losses1,379(2,379)591,665724
Recoveries credited to the allowance46122382—550
Loans charged against the allowance—(24)(594)—(618)
Balance at end of period$24,297$20,036$2,887$12,815$60,035
Balance at beginning of period$16,724$21,386$4,126$12,422$54,658
Additions (deductions)
Provision for credit losses2,194(366)(127)1701,871
Recoveries credited to the allowance6482450—596
Loans charged against the allowance—(199)(613)—(812)
Balance at end of period$18,982$20,903$3,836$12,592$56,313

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Loans on non-accrual status and past due more than 90 days (“Non-performing Loans”) follow:

Non-Accrualwith noAllowance for Credit LossNon-Accrualwith anAllowance for Credit LossTotalNon-Accrual90+ andStillAccruingTotal Non-PerformingLoans
(In thousands)
Commercial
Commercial and industrial (1)$—$125$125$—$125
Commercial real estate—————
Mortgage
1-4 family owner occupied - jumbo1,480—1,480—1,480
1-4 family owner occupied - non-jumbo (2)1,7681,0812,849—2,849
1-4 family non-owner occupied149147296—296
1-4 family - 2nd lien5438311,374—1,374
Resort lending—143143—143
Installment
Boat lending—222222—222
Recreational vehicle lending—409409—409
Other—188188—188
Total$3,940$3,146$7,086$—$7,086
Accrued interest excluded from total$—$—$—$—$—
Commercial
Commercial and industrial (1)$—$49$49$—$49
Commercial real estate—————
Mortgage
1-4 family owner occupied - jumbo1,480—1,480—1,480
1-4 family owner occupied - non-jumbo (2)1,9294962,425—2,425
1-4 family non-owner occupied—157157—157
1-4 family - 2nd lien2467691,015—1,015
Resort lending—143143—143
Installment
Boat lending—209209—209
Recreational vehicle lending—377377—377
Other—147147—147
Total$3,655$2,347$6,002$—$6,002
Accrued interest excluded from total$—$—$—$—$—

(1)Non-performing commercial and industrial loans exclude $0.002 million and $0.005 million of government guaranteed loans at March 31, 2025 and December 31, 2024, respectively.

(2)Non-performing 1-4 family owner occupied – non jumbo loans exclude $1.938 million and $1.785 million of government guaranteed loans at March 31, 2025 and December 31, 2024, respectively.

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The following table provides collateral information by class of loan for collateral-dependent loans with specific allocations to the ACL. A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and the repayment is expected to be provided substantially through the operation or sale of collateral.

The amortized cost of collateral-dependent loans by class follows:

Collateral Type · Allowance forCredit Losses
RealEstate · Other (1)
(In thousands)
Commercial
Commercial and industrial$749$12,622$2,836
Commercial real estate1,211—213
Mortgage
1-4 family owner occupied - jumbo1,480——
1-4 family owner occupied - non-jumbo2,753—351
1-4 family non-owner occupied182—12
1-4 family - 2nd lien717—62
Resort lending143—51
Installment
Boat lending—16960
Recreational vehicle lending—26694
Other—10738
Total$7,235$13,164$3,717
Accrued interest excluded from total$7$63
Commercial
Commercial and industrial$686$5,166$1,647
Commercial real estate817—3
Mortgage
1-4 family owner occupied - jumbo1,480——
1-4 family owner occupied - non-jumbo2,903—347
1-4 family non-owner occupied———
1-4 family - 2nd lien510—94
Resort lending143—51
Installment
Boat lending—8731
Recreational vehicle lending—26694
Other—9233
Total$6,539$5,611$2,300
Accrued interest excluded from total$5$34

(1) Commercial and industrial loan collateral generally includes machinery and equipment, accounts receivable, and inventory.

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An aging analysis of loans by class follows:

Loans Past Due · Loans notPast Due · TotalLoans
30-59 days · 60-89 days · 90+ days · Total
(In thousands)
Commercial
Commercial and industrial$—$—$127$127$1,055,007$1,055,134
Commercial real estate————937,053937,053
Mortgage
1-4 family owner occupied - jumbo661—1,4802,141875,597877,738
1-4 family owner occupied - non-jumbo9771,3561,2663,599289,805293,404
1-4 family non-owner occupied10126149276171,902172,178
1-4 family - 2nd lien460907171,267138,767140,034
Resort lending——14314329,31029,453
Installment
Boat lending46568169702258,795259,497
Recreational vehicle lending64783266996214,946215,942
Other2231184538691,87292,258
Total$3,534$1,741$4,362$9,637$4,063,054$4,072,691
Accrued interest excluded from total$37$18$—$55$13,368$13,423
Commercial
Commercial and industrial$78$—$54$132$1,001,197$1,001,329
Commercial real estate————936,035936,035
Mortgage
1-4 family owner occupied - jumbo7556641,4802,899872,652875,551
1-4 family owner occupied - non-jumbo3,3951,6531,2016,249292,893299,142
1-4 family non-owner occupied329——329176,621176,950
1-4 family - 2nd lien648663451,059132,888133,947
Resort lending——14314330,99331,136
Installment
Boat lending2819987467263,874264,341
Recreational vehicle lending6223951901,207223,330224,537
Other2311582541495,44395,857
Total$6,339$3,035$3,525$12,899$4,025,926$4,038,825
Accrued interest excluded from total$65$44$—$109$13,352$13,461

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During the three months ended March 31, 2025 there weretwo mortgage - 1-4 family owner occupied - non-jumbo loans modified to borrowers experiencing financial difficulty totaling $0.11 million (0.1% of the total loan class). Both of the loan modifications to borrowers experiencing financial difficulty during the three months ended March 31, 2025 related to term extensions and added a weighted average 12.0 years to the life of the loans. One of the loans modified during the three months ended March 31, 2025 also received a 4.75% interest rate reduction. Both of the loans modified during the three months ended March 31, 2025 were on non-accrual status.

During the three months ended March 31, 2024 there weretwo mortgage - 1-4 family owner occupied - non-jumbo loans, one mortgage 1-4 family - 2nd lien loan, andone installment - other loan modified to borrowers experiencing financial difficulty totaling $0.31 million (0.1% of the total loan class), $0.07 million (0.1% of the total loan class), and $0.01 million (0.1% of the total loan class), respectively. All of the loan modifications to borrowers experiencing financial difficulty during the three months ended March 31, 2024 related to term extensions and added a weighted average 7.2 years to the life of the loans. All of the loans modified during the three months ended March 31, 2024 were on non-accrual status.

As of March 31, 2025, none of the loans that were modified to borrowers experiencing financial difficulty within the past 12 months have subsequently defaulted.

A loan is generally considered to be in payment default once it is 90 days contractually past due under the modified terms for commercial loans and installment loans and when four consecutive payments are missed for mortgage loans.

In order to determine whether a borrower is experiencing financial difficulty, we perform an evaluation of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under our internal underwriting policy.

Credit Quality Indicators – As part of our on-going monitoring of the credit quality of our loan portfolios, we track certain credit quality indicators including (a) risk grade of commercial loans, (b) the level of classified commercial loans, (c) credit scores of mortgage and installment loan borrowers, and (d) delinquency history and non-performing loans.

For commercial loans, we use a loan rating system that is similar to those employed by state and federal banking regulators. Loans are graded on a scale of 1 to 12. A description of the general characteristics of the ratings follows:

Rating 1 through 6: These loans are generally referred to as our “non-watch” commercial credits that include very high or exceptional credit fundamentals through acceptable credit fundamentals.

Rating 7 and 8: These loans are generally referred to as our “watch” commercial credits. These ratings include loans to borrowers that exhibit potential credit weakness or downward trends. If not checked or cured these trends could weaken our asset or credit position. While potentially weak, no loss of principal or interest is envisioned with these ratings.

Rating 9: These loans are generally referred to as our “substandard accruing” commercial credits. This rating includes loans to borrowers that exhibit a well-defined weakness where payment default is probable and loss is possible if deficiencies are not corrected. Generally, loans with this rating are considered collectible as to both principal and interest primarily due to collateral coverage.

Rating 10 and 11: These loans are generally referred to as our ‘‘substandard - non-accrual’’ and ‘‘doubtful’’ commercial credits. These ratings include loans to borrowers with weaknesses that make collection of the loan in full, on the basis of current facts, conditions and values at best questionable and at worst improbable. All of these loans are placed in non-accrual.

Rating 12: These loans are generally referred to as our “loss” commercial credits. This rating includes loans to borrowers that are deemed incapable of repayment and are charged-off.

Index

The following tables summarize loan ratings by loan class for our commercial portfolio loan segment at March 31, 2025 and December 31, 2024:

Commercial
Term Loans Amortized Cost Basis by Origination Year · RevolvingLoansAmortizedCost Basis · Total
2025 · 2024 · 2023 · 2022 · 2021 · Prior
(In thousands)
Commercial and industrial
Non-watch (1-6)$44,386$198,954$152,004$128,312$68,962$165,168$256,218$1,014,004
Watch (7-8)—1,6032,9811,2143,3178,9469,69927,760
Substandard Accrual (9)—2,5331,9591,3702,6363224,42313,243
Non-Accrual (10-11)——78—463—127
Total$44,386$203,090$157,022$130,896$74,961$174,439$270,340$1,055,134
Accrued interest excluded from total$161$643$546$346$170$682$1,014$3,562
Current period gross charge-offs$—$—$—$—$—$—$—$—
Commercial real estate
Non-watch (1-6)$32,280$147,110$227,350$168,424$73,328$195,494$50,866$894,852
Watch (7-8)—839—16,377—5,38018,39340,989
Substandard Accrual (9)——404—133675—1,212
Non-Accrual (10-11)————————
Total$32,280$147,949$227,754$184,801$73,461$201,549$69,259$937,053
Accrued interest excluded from total$119$506$699$464$165$672$293$2,918
Current period gross charge-offs$—$—$—$—$—$—$—$—
Total Commercial
Non-watch (1-6)$76,666$346,064$379,354$296,736$142,290$360,662$307,084$1,908,856
Watch (7-8)—2,4422,98117,5913,31714,32628,09268,749
Substandard Accrual (9)—2,5332,3631,3702,7699974,42314,455
Non-Accrual (10-11)——78—463—127
Total$76,666$351,039$384,776$315,697$148,422$375,988$339,599$1,992,187
Accrued interest excluded from total$280$1,149$1,245$810$335$1,354$1,307$6,480
Current period gross charge-offs$—$—$—$—$—$—$—$—

Index

Term Loans Amortized Cost Basis by Origination Year · RevolvingLoansAmortizedCost Basis · Total
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(In thousands)
Commercial and industrial
Non-watch (1-6)$183,261$137,270$142,630$71,225$72,928$106,086$242,573$955,973
Watch (7-8)10,3483,0551,2519,0025,6363362,10431,732
Substandard Accrual (9)2,6932,0521,6422,2082671954,51313,570
Non-Accrual (10-11)———47—7—54
Total$196,302$142,377$145,523$82,482$78,831$106,624$249,190$1,001,329
Accrued interest excluded from total$612$478$361$217$342$341$959$3,310
Current period gross charge-offs$—$—$—$—$—$4$—$4
Commercial real estate
Non-watch (1-6)$142,154$236,390$153,321$75,053$49,969$166,966$72,879$896,732
Watch (7-8)——16,007——4,40018,07938,486
Substandard Accrual (9)———135—682—817
Non-Accrual (10-11)————————
Total$142,154$236,390$169,328$75,188$49,969$172,048$90,958$936,035
Accrued interest excluded from total$608$632$628$166$131$658$363$3,186
Current period gross charge-offs$—$—$—$—$—$—$—$—
Total Commercial
Non-watch (1-6)$325,415$373,660$295,951$146,278$122,897$273,052$315,452$1,852,705
Watch (7-8)10,3483,05517,2589,0025,6364,73620,18370,218
Substandard Accrual (9)2,6932,0521,6422,3432678774,51314,387
Non-Accrual (10-11)———47—7—54
Total$338,456$378,767$314,851$157,670$128,800$278,672$340,148$1,937,364
Accrued interest excluded from total$1,220$1,110$989$383$473$999$1,322$6,496
Current period gross charge-offs$—$—$—$—$—$4$—$4

For each of our mortgage and installment portfolio segment classes, we generally monitor credit quality based on the credit scores of the borrowers. These credit scores are generally updated semi-annually.

Index

The following tables summarize credit scores by loan class for our mortgage and installment loan portfolio segments at March 31, 2025 and December 31, 2024:

Mortgage (1)
Term Loans Amortized Cost Basis by Origination Year · RevolvingLoansAmortizedCost Basis · Total
2025 · 2024 · 2023 · 2022 · 2021 · Prior
(In thousands)
1-4 family owner occupied - jumbo
800 and above$1,962$4,208$12,599$33,147$52,071$35,105$—$139,092
750-7996,13940,00840,764105,264192,95591,8801,799478,809
700-7492,59714,38512,44338,57568,31829,750—166,068
650-6992,0254,58410,51921,25713,79313,4101,50067,088
600-649——2,2616,6431,6276,858—17,389
550-599—744—2,4041,0792,792—7,019
500-549—————1,555—1,555
Under 500—————718—718
Unknown————————
Total$12,723$63,929$78,586$207,290$329,843$182,068$3,299$877,738
Accrued interest excluded from total$51$315$392$627$730$491$30$2,636
Current period gross charge-offs$—$—$—$—$—$—$—$—
1-4 family owner occupied - non-jumbo
800 and above$691$1,631$3,619$14,202$8,729$11,851$4,070$44,793
750-79991110,8919,90326,91621,19436,76910,974117,558
700-7492,1563,0287,06712,5319,52126,4174,17164,891
650-6997,2848932,5335,4584,85714,6731,94437,642
600-649—4191267207568,79818111,000
550-599——2123667894,444405,851
500-549—87—1,5179425,914—8,460
Under 500137———982,974—3,209
Unknown————————
Total$11,179$16,949$23,460$61,710$46,886$111,840$21,380$293,404
Accrued interest excluded from total$8$116$103$203$110$410$155$1,105
Current period gross charge-offs$—$—$—$19$—$5$—$24
1-4 family non-owner occupied
800 and above$879$3,726$1,292$6,539$12,089$10,562$708$35,795
750-7991,54511,25912,04613,60624,89625,2452,50091,097
700-7491,4653,4313,1266,2226,2967,2781,86529,683
650-6992391,0144312974,0846,15020312,418
600-649—————1,373581,431
550-599——33——890—923
500-549———36851217—636
Under 500—————195—195
Unknown————————
Total$4,128$19,430$16,928$27,032$47,416$51,910$5,334$172,178
Accrued interest excluded from total$14$102$77$113$130$208$35$679
Current period gross charge-offs$—$—$—$—$—$—$—$—

Index

Mortgage - continued (1)
Term Loans Amortized Cost Basis by Origination Year · RevolvingLoansAmortizedCost Basis · Total
2025 · 2024 · 2023 · 2022 · 2021 · Prior
(In thousands)
March 31, 2025 - continued
1-4 family - 2nd lien
800 and above$461$499$247$185$181$1,938$12,549$16,060
750-7991,2302,9812,5462,0882,8624,76048,19064,657
700-7497431,2819041,9041,3852,95728,25537,429
650-699354606056643501,46611,33514,915
600-649—25392021959891,9413,391
550-599——29737503755191,278
500-549——158115957608071,935
Under 500———18—3474369
Unknown————————
Total$2,469$5,246$4,796$5,213$5,118$13,592$103,600$140,034
Accrued interest excluded from total$8$19$17$18$12$45$683$802
Current period gross charge-offs$—$—$—$—$—$—$—$—
Resort lending
800 and above$—$—$—$—$531$3,705$—$4,236
750-799——3935173413,161—14,285
700-749———267—4,640—4,907
650-699—————4,811—4,811
600-649—————1,037—1,037
550-599—————91—91
500-549—————86—86
Under 500————————
Unknown————————
Total$—$—$39$618$1,265$27,531$—$29,453
Accrued interest excluded from total$—$—$—$4$3$145$—$152
Current period gross charge-offs$—$—$—$—$—$—$—$—
Total Mortgage
800 and above$3,993$10,064$17,757$54,073$73,601$63,161$17,327$239,976
750-7999,82565,13965,298148,225242,641171,81563,463766,406
700-7496,96122,12523,54059,49985,52071,04234,291302,978
650-6999,5836,95114,08827,67623,08440,51014,982136,874
600-649—4442,4267,5652,57819,0552,18034,248
550-599—7445422,8071,9188,59255915,162
500-549—871582,0001,0888,53280712,672
Under 500137——18984,23444,491
Unknown————————
Total$30,499$105,554$123,809$301,863$430,528$386,941$133,613$1,512,807
Accrued interest excluded from total$81$552$589$965$985$1,299$903$5,374
Current period gross charge-offs$—$—$—$19$—$5$—$24

Index

Mortgage (1)
Term Loans Amortized Cost Basis by Origination Year · RevolvingLoansAmortizedCost Basis · Total
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(In thousands)
1-4 family owner occupied - jumbo
800 and above$5,009$12,192$37,147$51,242$22,126$14,291$—$142,007
750-79933,11843,013106,378194,72558,70335,1031,275472,315
700-74913,98113,60240,21968,68717,55211,669450166,160
650-6994,53710,28619,36615,7366,9376,5551,50064,917
600-649—2,2659,5281,6362,2884,619—20,336
550-599746—2,4141,0862,803——7,049
500-549————900664—1,564
Under 500—485———718—1,203
Unknown————————
Total$57,391$81,843$215,052$333,112$111,309$73,619$3,225$875,551
Accrued interest excluded from total$264$377$634$712$264$238$31$2,520
Current period gross charge-offs$—$—$22$—$—$—$—$22
1-4 family owner occupied - non-jumbo
800 and above$1,919$2,113$14,018$8,928$3,089$9,138$4,066$43,271
750-79912,47210,60426,40521,54814,02823,58610,429119,072
700-7497,9277,11012,8109,5985,49221,6924,23168,860
650-6998,2582,7585,5864,8852,26212,8201,84838,417
600-6496821261,0017622,4596,75718011,967
550-599—2133657949963,438405,846
500-54987—1,5239482785,780—8,616
Under 500———986522,343—3,093
Unknown————————
Total$31,345$22,924$61,708$47,561$29,256$85,554$20,794$299,142
Accrued interest excluded from total$105$139$195$113$77$368$163$1,160
Current period gross charge-offs$—$—$—$23$—$22$—$45
1-4 family non-owner occupied
800 and above$4,122$1,557$7,468$12,757$4,204$6,975$897$37,980
750-79911,43312,83115,92925,5439,92016,4392,53994,634
700-7493,3723,2186,2896,4011,3086,1312,07228,791
650-6991,0164312974,1152,5523,56033212,303
600-649————4109301081,448
550-599—38———919—957
500-549——36951—221—641
Under 500—————196—196
Unknown————————
Total$19,943$18,075$30,352$48,867$18,394$35,371$5,948$176,950
Accrued interest excluded from total$84$85$119$134$48$166$44$680
Current period gross charge-offs$—$—$—$—$—$158$—$158

Index

Mortgage - continued (1)
Term Loans Amortized Cost Basis by Origination Year · RevolvingLoansAmortizedCost Basis · Total
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(In thousands)
December 31, 2024 - (continued)
1-4 family - 2nd lien
800 and above$751$249$219$185$1,161$859$12,245$15,669
750-7993,2092,7172,2903,0651,6043,82544,89661,606
700-7491,3589421,8981,2399322,12326,68735,179
650-6992684506553132511,38510,97914,301
600-649—392041973287692,0843,621
550-599—2973751—3575121,254
500-549—5910195—7689191,942
Under 500——20——3505375
Unknown————————
Total$5,586$4,753$5,424$5,145$4,276$10,436$98,327$133,947
Accrued interest excluded from total$19$23$18$11$13$42$720$846
Current period gross charge-offs$—$—$—$—$—$3$22$25
Resort lending
800 and above$—$—$—$534$—$4,079$—$4,613
750-799—3963974072412,845—14,987
700-749——268—2124,851—5,331
650-699————3544,622—4,976
600-649—————1,051—1,051
550-599—————92—92
500-549—————86—86
Under 500————————
Unknown————————
Total$—$39$907$1,274$1,290$27,626$—$31,136
Accrued interest excluded from total$—$—$4$3$4$140$—$151
Current period gross charge-offs$—$—$—$—$—$50$—$50
Total Mortgage
800 and above$11,801$16,111$58,852$73,646$30,580$35,342$17,208$243,540
750-79960,23269,204151,641245,62184,97991,79859,139762,614
700-74926,63824,87261,48485,92525,49646,46633,440304,321
650-69914,07913,92525,90425,04912,35628,94214,659134,914
600-6496822,43010,7332,5955,48514,1262,37238,423
550-5997465482,8161,9313,7994,80655215,198
500-54987591,9931,0941,1787,51991912,849
Under 500—48520986523,60754,867
Unknown————————
Total$114,265$127,634$313,443$435,959$164,525$232,606$128,294$1,516,726
Accrued interest excluded from total$472$624$970$973$406$954$958$5,357
Current period gross charge-offs$—$—$22$23$—$233$22$300

(1)Credit scores have been updated within the last twelve months.

Index

Installment (1)
Term Loans Amortized Cost Basis by Origination Year
2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total
(In thousands)
Boat lending
800 and above$1,690$5,614$6,513$7,464$7,165$12,001$40,447
750-7993,76425,37827,63727,38623,90936,153144,227
700-7491,71911,1488,98610,9199,55012,75555,077
650-6992062,6912,4822,4662,3404,09914,284
600-649—4944341,0843578873,256
550-599——2124483863321,378
500-549—26—121195362704
Under 500——3513—76124
Unknown———————
Total$7,379$45,351$46,299$49,901$43,902$66,665$259,497
Accrued interest excluded from total$31$180$174$115$99$140$739
Current period gross charge-offs$—$—$—$14$—$19$33
Recreational vehicle lending
800 and above$260$1,212$4,044$11,374$9,395$9,882$36,167
750-7991,1009,89510,61832,17331,00822,344107,138
700-7491635,2924,85113,65614,9379,20348,102
650-699598971,8794,0775,1762,77814,866
600-649—2646151,1722,1588795,088
550-599—402564371,0195032,255
500-549—491695917143331,856
Under 500——6615417179470
Unknown———————
Total$1,582$17,649$22,498$63,634$64,578$46,001$215,942
Accrued interest excluded from total$7$67$81$153$145$103$556
Current period gross charge-offs$—$—$—$76$72$50$198
Other
800 and above$475$1,119$1,180$1,547$780$1,235$6,336
750-7991,8229,0457,1926,4474,1795,82334,508
700-7499,5465,6634,5553,8272,5434,16630,300
650-6998,7381,9141,4231,5178761,60716,075
600-6491054964504762434242,194
550-599—73204236180207900
500-549——133271218168790
Under 500—1015544451174
Unknown981—————981
Total$21,667$18,320$15,152$14,375$9,063$13,681$92,258
Accrued interest excluded from total$16$78$59$35$20$66$274
Current period gross charge-offs$310$—$6$31$2$14$363

Index

Installment (1)
Term Loans Amortized Cost Basis by Origination Year
2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total
(In thousands)
March 31, 2025 - continued
Total installment
800 and above$2,425$7,945$11,737$20,385$17,340$23,118$82,950
750-7996,68644,31845,44766,00659,09664,320285,873
700-74911,42822,10318,39228,40227,03026,124133,479
650-6999,0035,5025,7848,0608,3928,48445,225
600-6491051,2541,4992,7322,7582,19010,538
550-599—1136721,1211,5851,0424,533
500-549—753029831,1278633,350
Under 500—10116221215206768
Unknown981—————981
Total$30,628$81,320$83,949$127,910$117,543$126,347$567,697
Accrued interest excluded from total$54$325$314$303$264$309$1,569
Current period gross charge-offs$310$—$6$121$74$83$594

Index

Installment - continued (1)
Term Loans Amortized Cost Basis by Origination Year
2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total
(In thousands)
Boat lending
800 and above$6,125$6,702$8,231$7,492$3,512$9,079$41,141
750-79926,32029,17328,60824,85811,60426,792147,355
700-74911,3979,48711,3429,8074,1779,13755,347
650-6992,7222,8882,5162,4191,1913,11114,847
600-6495044381,1043641487753,333
550-599—215464394763011,450
500-54927—135199140238739
Under 500—3514——80129
Unknown———————
Total$47,095$48,938$52,414$45,533$20,848$49,513$264,341
Accrued interest excluded from total$179$178$124$104$50$101$736
Current period gross charge-offs$8$8$71$8$49$55$199
Recreational vehicle lending
800 and above$1,365$4,270$11,721$9,776$3,382$7,262$37,776
750-79910,52811,17333,14032,2669,39814,656111,161
700-7495,4025,23014,09315,3364,1775,50049,738
650-6999651,9494,2785,3571,2491,83615,634
600-6492686971,2132,3644075025,451
550-599411834431,0751354152,292
500-549501726387451612071,973
Under 500—671562071963512
Unknown———————
Total$18,619$23,741$65,682$67,126$18,928$30,441$224,537
Accrued interest excluded from total$69$89$156$154$41$67$576
Current period gross charge-offs$—$42$321$419$42$110$934
Other
800 and above$1,342$1,323$1,788$938$639$831$6,861
750-7999,9388,0297,2084,7322,0134,37536,295
700-74914,5124,9414,2322,8291,2923,27831,084
650-69910,5511,6331,6899794301,29316,575
600-649537476522294594182,306
550-59980211271210212101,003
500-549—1493012299293864
Under 50011175849350188
Unknown681—————681
Total$37,652$16,779$16,069$10,260$4,549$10,548$95,857
Accrued interest excluded from total$96$65$40$22$10$63$296
Current period gross charge-offs$1,829$98$106$27$8$103$2,171
Total installment
800 and above$8,832$12,295$21,740$18,206$7,533$17,172$85,778
750-79946,78648,37568,95661,85623,01545,823294,811
700-74931,31119,65829,66727,9729,64617,915136,169
650-69914,2386,4708,4838,7552,8706,24047,056
600-6491,3091,6112,8393,0226141,69511,090
550-5991216091,1781,6792329264,745
500-549773211,0741,1733935383,576
Under 5001111922825622193829
Unknown681—————681
Total$103,366$89,458$134,165$122,919$44,325$90,502$584,735
Accrued interest excluded from total$344$332$320$280$101$231$1,608
Current period gross charge-offs$1,837$148$498$454$99$268$3,304

(1)Credit scores have been updated within the last twelve months.

Index

Foreclosed residential real estate properties included in other real estate and repossessed assets on our interim Condensed Consolidated Statements of Financial Condition totaled $0.4 million and $0.9 million at March 31, 2025 and December 31, 2024, respectively. Retail mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to local requirements totaled $3.0 million and $2.0 million at March 31, 2025 and December 31, 2024, respectively.

During the three month periods ended March 31, 2025 and 2024, we sold $8.8 million and $6.8 million, respectively, of portfolio residential fixed rate mortgage loans servicing retained and recognized a gain on sale of $0.2 million and $0.1 million, respectively. These transactions were done primarily for asset/liability management purposes.

Index

  1. Shareholders’ Equity and Earnings Per Common Share

On December 17, 2024, our Board of Directors authorized a share repurchase plan (the “Repurchase Plan”) to buy back up to 1,100,000 shares of our outstanding common stock through December 31, 2025. Shares would be repurchased through open market transactions, though we could execute repurchases through other means, such as privately negotiated transactions. The timing and amount of any share repurchases will depend on a variety of factors, including, among others, securities law restrictions, the trading price of our common stock, regulatory requirements, potential alternative uses for capital, and our financial performance. During the three month period ended March 31, 2025 there were 1,093 shares of common stock repurchased, for an aggregate purchase price of $0.03 million. During the three month period ended March 31, 2024 there wereno shares of common stock repurchased.

A reconciliation of basic and diluted net income per common share follows:

Three Months EndedMarch 31,
20252024
(In thousands, exceptper share data)
Net income$15,590$15,991
Weighted average shares outstanding (1)20,94320,877
Stock units for deferred compensation plan for non-employee directors177175
Performance share units2825
Effect of stock options23
Weighted average shares outstanding for calculation of diluted earnings per share21,15021,080
Net income per common share
Basic (1)$0.74$0.77
Diluted$0.74$0.76

(1)Basic net income per common share includes weighted average common shares outstanding during the period and participating share awards.

Weighted average stock options outstanding that were not considered in computing diluted net income per common share because they were anti-dilutive were zero for the three month periods ended March 31, 2025 and 2024, respectively.

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  1. Derivative Financial Instruments

We are required to record derivatives on our interim Condensed Consolidated Statements of Financial Condition as assets and liabilities measured at their fair value. The accounting for increases and decreases in the value of derivatives depends upon the use of derivatives and whether the derivatives qualify for hedge accounting.

Our derivative financial instruments according to the type of hedge in which they are designated follows:

March 31, 2025
NotionalAmountAverageMaturity(years)FairValue
(Dollars in thousands)
Fair value hedge designation
Pay-fixed interest rate swap agreement - commercial$5,5464.1$275
Pay-fixed interest rate swap agreements - securities available for sale148,8952.610,890
Pay-fixed interest rate swap agreements - installment100,0002.2(605)
Pay-fixed interest rate swap agreements - mortgage127,0002.3(681)
Interest rate cap agreements - securities available for sale40,9703.1179
Total$422,4112.5$10,058
Cash flow hedge designation
Interest rate floor agreements - commercial$375,0002.1$4,362
Interest rate cap agreements - short-term funding liabilities25,0003.2175
Total400,0002.14,537
No hedge designation
Rate-lock mortgage loan commitments$24,0690.1$368
Mandatory commitments to sell mortgage loans33,7410.1(31)
Pay-fixed interest rate swap agreements - commercial595,1125.04,050
Pay-variable interest rate swap agreements - commercial595,1125.0(4,050)
Total$1,248,0344.7$337

Index

December 31, 2024
NotionalAmountAverageMaturity(years)FairValue
(Dollars in thousands)
Fair value hedge designation
Pay-fixed interest rate swap agreement - commercial$5,6474.4$361
Pay-fixed interest rate swap agreements - securities available for sale148,8952.813,265
Pay-fixed interest rate swap agreements - installment100,0002.477
Pay-fixed interest rate swap agreements - mortgage147,0002.2283
Interest rate cap agreements - securities available for sale40,9703.3334
Total$442,5122.6$14,320
Cash flow hedge designation
Interest rate floor agreements - commercial$375,0002.3$3,642
Interest rate cap agreements - short-term funding liabilities25,0003.4312
Total400,0002.13,954
No hedge designation
Rate-lock mortgage loan commitments12,7030.1100
Mandatory commitments to sell mortgage loans19,8740.162
Pay-fixed interest rate swap agreements - commercial538,0535.013,325
Pay-variable interest rate swap agreements - commercial538,0535.0(13,325)
Total$1,108,6834.9$162

We have established management objectives and strategies that include interest-rate risk parameters for maximum fluctuations in net interest income and market value of portfolio equity. We monitor our interest rate risk position via simulation modeling reports. The goal of our asset/liability management efforts is to maintain profitable financial leverage within established risk parameters.

We have entered into pay-fixed interest rate swaps and caps to protect a portion of the fair value of a certain fixed rate commercial loan and certain mortgage and installment loans (‘‘Fair Value Hedge – Portfolio Loans’’). As a result, changes in the fair values of the pay-fixed interest rate swaps and caps are expected to offset changes in the fair values of the fixed rate portfolio loans due to fluctuations in interest rates. We record the fair values of Fair Value Hedge – Portfolio Loans in accrued income and other assets and accrued expenses and other liabilities on our interim Condensed Consolidated Statements of Financial Condition. The hedged items (a fixed rate commercial loan and certain fixed rate mortgage and installment loans) are also recorded at fair value which offsets the adjustment to the Fair Value Hedge – Portfolio Loans. On an ongoing basis, we adjust our interim Condensed Consolidated Statements of Financial Condition to reflect the then current fair values of both the Fair Value Hedge – Portfolio Loans and the hedged items. The related gains or losses are reported in interest income – interest and fees on loans in our interim Condensed Consolidated Statements of Operations. During the second quarter of 2023 we terminated the interest rate cap that was previously hedging certain installment loans. The remaining unrealized gain on this terminated interest cap is being amortized into earnings over the original life of the interest rate cap.

We have entered into pay-fixed interest rate swap and interest rate cap agreements to protect a portion of the fair value of certain securities available for sale (‘‘Fair Value Hedge – AFS Securities’’). As a result, the change in the fair value of the pay-fixed interest rate swap and interest rate cap agreements is expected to offset a portion of the change in the fair value of the fixed rate securities available for sale due to fluctuations in interest rates. We record the fair value of Fair Value Hedge – AFS Securities in accrued income and other assets and accrued expenses and other liabilities on our interim Condensed Consolidated Statements of Financial Condition. The hedged items (fixed rate securities available for sale) are also recorded at fair value which offsets the adjustment to the Fair Value Hedge – AFS Securities. On an ongoing basis, we

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adjust our interim Condensed Consolidated Statements of Financial Condition to reflect the then current fair value of both the Fair Value Hedge – AFS Securities and the hedged item. The related gains or losses are reported in interest income – interest on securities – tax-exempt in our interim Condensed Consolidated Statements of Operations.

During the first quarter of 2024, we had entered into a pay-variable interest rate swap, whereby the counterparty owned the right to cancel the trade, to protect a portion of the fair value of a certain Federal Home Loan Bank ("FHLB") advance (‘‘Fair Value Hedge – FHLB Advance’’). As a result, changes in the fair value of the pay-variable interest rate swap was expected to offset changes in the fair value of the fixed rate FHLB advance due to fluctuations in interest rates. We recorded the fair value of the Fair Value Hedge – FHLB Advance in accrued income and other assets and accrued expenses and other liabilities on our interim Condensed Consolidated Statements of Financial Condition. The hedged item (a fixed rate FHLB advance callable at our option) was also recorded at fair value which offset the adjustment to the Fair Value Hedge – FHLB Advance. On an ongoing basis, we adjusted our interim Condensed Consolidated Statements of Financial Condition to reflect the then current fair values of both the Fair Value Hedge – FHLB Advance and the hedged item. The related gains or losses were reported in interest expense – other borrowings and subordinated debt and debentures in our interim Condensed Consolidated Statements of Operations. During the second quarter of 2024, the Fair Value Hedge - FHLB Advance was canceled. The fair value at the cancel date waszero.

We have entered into interest rate floor agreements to manage the variability in future expected cash flows of certain commercial loans (‘‘Cash Flow Hedge – Portfolio Loans’’). We record the fair value of Cash Flow Hedge – Portfolio Loans in accrued income and other assets and accrued expenses and other liabilities on our interim Condensed Consolidated Statements of Financial Condition. The changes in the fair value of Cash Flow Hedge - Portfolio Loans are recorded in accumulated other comprehensive loss and are reclassified into the line item in our interim Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

We have entered into an interest rate cap agreement to manage the variability in future expected cash flows of certain short-term funding liabilities (‘‘Cash Flow Hedge – Short-term Funding Liabilities’’). We record the fair value of Cash Flow Hedge – Short-term Funding Liabilities in accrued income and other assets and accrued expenses and other liabilities on our interim Condensed Consolidated Statements of Financial Condition. The changes in the fair value of Cash Flow Hedge - Short-term Funding Liabilities are recorded in accumulated other comprehensive loss and are reclassified into the line item in our interim Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

For Cash Flow Hedges, it is anticipated that as of March 31, 2025, $1.5 million will be reclassified from accumulated other comprehensive loss as a reduction to earnings over the next twelve months. The maximum term of any Cash Flow Hedge at March 31, 2025 is 3.4 years.

Certain derivative financial instruments have not been designated as hedges. The fair value of these derivative financial instruments has been recorded on ourinterim Condensed Consolidated Statements of Financial Condition and is adjusted on an ongoing basis to reflect their then current fair value. The changes in fair value of derivative financial instruments not designated as hedges are recognized in earnings.

In the ordinary course of business, we enter into rate-lock mortgage loan commitments with customers (“Rate-Lock Commitments”). These commitments expose us to interest rate risk. We also enter into mandatory commitments to sell mortgage loans (“Mandatory Commitments”) to reduce the impact of price fluctuations of mortgage loans held for sale and Rate-Lock Commitments. Mandatory Commitments help protect our loan sale profit margin from fluctuations in interest rates. The changes in the fair value of Rate-Lock Commitments and Mandatory Commitments are recognized currently as part of net gains on mortgage loans in ourinterim Condensed Consolidated Statements of Operations. We obtain market prices on Mandatory Commitments and Rate-Lock Commitments. Net gains on mortgage loans, as well as net income may be more volatile as a result of these derivative instruments, which are not designated as hedges.

We have a program that allows commercial loan customers to lock in a fixed rate for a longer period of time than we would normally offer for interest rate risk reasons. We will enter into a variable rate commercial loan and an interest rate swap agreement with a customer and then enter into an offsetting interest rate swap agreement with an unrelated party. The interest rate swap agreement fair values will generally move in opposite directions resulting in little or no net impact on ourinterim Condensed Consolidated Statements of Operations. All of the interest rate swap agreements - commercial with no hedge designation in the table above relate to this program.

Index

The following tables illustrate the impact that the derivative financial instruments discussed above have on individual line items in the interim Condensed Consolidated Statements of Financial Condition for the periods presented:

Fair Values of Derivative Instruments

Asset Derivatives · Liability Derivatives
March 31,2025December 31,2024March 31,2025December 31,2024
BalanceSheetLocationFairValueBalanceSheetLocationFairValueBalanceSheetLocationFairValueBalanceSheetLocationFairValue
(In thousands)
Derivatives designated as hedging instruments
Pay-fixed interest rate swap agreementsOther assets$11,283Other assets$14,336Other liabilities$1,404Other liabilities$350
Interest rate cap agreementsOther assets354Other assets646Other liabilities—Other liabilities—
Interest rate floor agreementsOther assets4,362Other assets3,642Other liabilities—Other liabilities—
15,99918,6241,404350
Derivatives not designated as hedging instruments
Rate-lock mortgage loan commitmentsOther assets368Other assets100Other liabilities—Other liabilities—
Mandatory commitments to sell mortgage loansOther assets—Other assets62Other liabilities31Other liabilities—
Pay-fixed interest rate swap agreements - commercialOther assets10,657Other assets15,799Other liabilities6,607Other liabilities2,474
Pay-variable interest rate swap agreements - commercialOther assets6,607Other assets2,474Other liabilities10,657Other liabilities15,799
17,63218,43517,29518,273
Total derivatives$33,631$37,059$18,699$18,623

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The effect of derivative financial instruments on the interim Condensed Consolidated Statements of Operations follows:

Gain (Loss) Recognized in OtherComprehensive Income (Effective Portion) · Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) · Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) · Gain (Loss)Recognizedin Income
Three MonthPeriods EndedMarch 31, · Three MonthPeriods EndedMarch 31, · Location ofGain (Loss)Recognizedin Income · Three MonthPeriods EndedMarch 31,
2025 · 2024 · 2025 · 2024 · 2025 · 2024
(In thousands)
Fair Value Hedges
Pay-fixed interest rate swap agreement - commercialInterest and fees on loans$(85)$79
Pay-fixed interest rate swap agreements - securities available for saleInterest on securities(2,375)1,548
Pay-fixed interest rate swap agreements - installmentInterest and fees on loans(682)1,688
Pay-fixed interest rate swap agreements - mortgageInterest and fees on loans(965)2,002
Pay-variable interest rate swap agreements - FHLB AdvanceInterest expense - other borrowings and subordinated debt and debentures—(25)
Interest rate cap agreements - securities available for sale$(155)$38Interest on securities$(54)$(54)Interest on securities—40
Total$(155)$38$(54)$(54)$(4,107)$5,332
Cash Flow Hedges
Interest rate floor agreements - commercial$752$(2,267)Interest and fees on loans$(368)$(212)Interest and fees on loans$(368)$(212)
Interest rate cap agreements - short-term funding liabilities(131)—Interest expense(2)—Interest expense(2)—
Total$621$(2,267)$(370)$(212)$(370)$(212)
No hedge designation
Rate-lock mortgage loan commitmentsNet gains on mortgage loans$268$94
Mandatory commitments to sell mortgage loansNet gains on mortgage loans(93)229
Pay-fixed interest rate swap agreements - commercialInterest and fees on loans(9,275)5,970
Pay-variable interest rate swap agreements - commercialInterest and fees on loans9,275(5,970)
Total$175$323

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  1. Goodwill and Other Intangibles

The following table summarizes intangible assets, net of amortization:

March 31, 2025 · December 31, 2024
GrossCarryingAmount · AccumulatedAmortization · GrossCarryingAmount · AccumulatedAmortization
(In thousands)
Amortized intangible assets - core deposits$11,916$10,550$11,916$10,428
Unamortized intangible assets - goodwill$28,300$28,300

A summary of estimated core deposits intangible amortization at March 31, 2025 follows:

(In thousands)
Nine months ending December 31, 2025365
2026460
2027434
2028107
Total$1,366
  1. Share Based Compensation

We maintain share based payment plans that include a non-employee director stock purchase plan and a long-term incentive plan that permits the issuance of share based compensation, including stock options and non-vested share awards. The long-term incentive plan, which is shareholder approved, permits the grant of additional share based awards for up to 0.3 million shares of common stock as of March 31, 2025. The non-employee director stock purchase plan permits the issuance of additional share based payments for up to 0.1 million shares of common stock as of March 31, 2025. Share based awards and payments are measured at fair value at the date of grant and are expensed over the requisite service period. Common shares issued upon exercise of stock options come from currently authorized but unissued shares.

A summary of restricted stock and performance stock units (“PSU”) granted pursuant to our long-term incentive plan follows:

Three Months EndedMarch 31,
20252024
Restricted stock52,01980,355
PSU16,36418,822

The shares of restricted stock and PSUs shown in the above table cliff vest after a period ofthree years. The performance criteria of the PSUs is split evenly between a comparison of (i) our total shareholder return and (ii) our return on average assets each over thethree year period starting on the grant date to these same criteria over that period to an index of our banking peers.

Our directors may elect to receive all or a portion of their cash retainer fees in the form of common stock (either on a current basis or on a deferred basis) pursuant to the non-employee director stock purchase plan referenced above. Shares equal in value to that portion of each director’s fees that he or she has elected to receive in stock on a current basis are issued each quarter and vest immediately. Shares issued on a deferred basis are credited at the rate of 90% of the current fair value of our common stock and vest immediately. During the three month periods ended March 31, 2025 and 2024 we issued 0.002 millionand 0.002 million shares, respectively and expensed their value during those same periods.

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Total compensation expense recognized for grants pursuant to our long-term incentive plan was $0.7 million during both three month periods ended March 31, 2025 and 2024, respectively. The corresponding tax benefit relating to this expense was $0.1 million during both three month periods ended March 31, 2025 and 2024, respectively. Total expense recognized for non-employee director share based payments was $0.06 million and $0.07 million during three month periods ended March 31, 2025 and 2024, respectively. The corresponding tax benefit relating to this expense was $0.01 million and $0.01 million for three month periods ended March 31, 2025 and 2024, respectively.

At March 31, 2025, the total expected compensation cost related to non-vested restricted stock and PSUs not yet recognized was $4.7 million. The weighted-average period over which this amount will be recognized is 2.3 years.

A summary of outstanding stock option grants and related transactions follows:

Number ofSharesAverageExercisePriceWeighted-AverageRemainingContractualTerm (Years)AggregatedIntrinsicValue
(In thousands)
Outstanding at January 1, 20255,583$13.43
Granted—
Exercised(2,793)13.43
Forfeited—
Expired—
Outstanding at March 31, 20252,790$13.431.9$48
Vested and expected to vest at March 31, 20252,790$13.431.9$48
Exercisable at March 31, 20252,790$13.431.9$48

A summary of outstanding non-vested stock and related transactions follows:

Numberof SharesWeighted-AverageGrant DateFair Value
Outstanding at January 1, 2025266,986$24.64
Granted68,38337.29
Vested(66,502)27.58
Forfeited(1,014)25.76
Outstanding at March 31, 2025267,853$27.34

Certain information regarding options exercised during the periods follows:

Three Months EndedMarch 31,
20252024
(In thousands)
Intrinsic value$64$91
Cash proceeds received$—$—
Tax benefit realized$13$19

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  1. Income Tax

Income tax expense was $3.5 million and $3.8 million during the three month periods ended March 31, 2025 and 2024, respectively. Our actual federal income tax expense is different than the amount computed by applying our statutory income tax rate to our income before income tax primarily due to tax-exempt interest income and tax-exempt income from the increase in the cash surrender value on life insurance. In addition, the three month periods ending March 31, 2025 and 2024 include reductions of $0.30 million and $0.11 million, respectively, of income tax expense related to the impact of the excess value of stock awards that vested and stock options that were exercised as compared to the initial fair values that were expensed.

We assess whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. The ultimate realization of this asset is primarily based on generating future income. We concluded at March 31, 2025, March 31, 2024 and December 31, 2024 that the realization of substantially all of our deferred tax assets continues to be more likely than not.

At both March 31, 2025 and December 31, 2024, we had approximately $0.2 million, respectively, of gross unrecognized tax benefits. We do not expect the total amount of unrecognized tax benefits to significantly increase or decrease during the remainder of 2025.

  1. Regulatory Matters

Capital guidelines adopted by federal and state regulatory agencies and restrictions imposed by law limit the amount of cash dividends our Bank can pay to us. Under these guidelines, the amount of dividends that may be paid in any calendar year is limited to the Bank’s current year net profits, combined with the retained net profits of the preceding two years. Further, the Bank cannot pay a dividend at any time that it has negative undivided profits. As of March 31, 2025, the Bank had positive undivided profits of $228.5 million. It is not our intent to have dividends paid in amounts that would reduce the capital of our Bank to levels below those whichwe consider prudent or that would not be in accordance with guidelines of regulatory authorities.

We are also subject to various regulatory capital requirements. The prompt corrective action regulations establish quantitative measures to ensure capital adequacy and require minimum amounts and ratios of total, Tier 1, and common equity Tier 1 capital to risk-weighted assets and Tier 1 capital to average assets. Failure to meet minimum capital requirements can result in certain mandatory, and possibly discretionary, actions by regulators that could have a material effect on our interim condensed consolidated financial statements. In addition, capital adequacy rules include a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets that applies to all supervised financial institutions. To avoid limits on capital distributions and certain discretionary bonus payments we must meet the minimum ratio for adequately capitalized institutions plus the buffer. Under capital adequacy guidelines, we must meet specific capital requirements that involve quantitative measures as well as qualitative judgments by the regulators. The most recent regulatory filings as of March 31, 2025 and December 31, 2024, categorized our Bank as well capitalized and exceeding the minimum ratio for adequately capitalized institutions plus the capital conservation buffer. Management is not aware of any conditions or events that would have changed the most recent Federal Deposit Insurance Corporation (“FDIC”) categorization.

Index

Our actual capital amounts and ratios follow (1):

ActualMinimum forAdequately CapitalizedInstitutionsMinimum forWell-CapitalizedInstitutions
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
Total capital to risk-weighted assets
Consolidated$632,08314.51%$348,5578.00%NANA
Independent Bank573,52213.19347,9648.00$434,95510.00%
Tier 1 capital to risk-weighted assets
Consolidated$537,48512.34%$261,4186.00%NANA
Independent Bank519,01511.93260,9736.00$347,9648.00%
Common equity tier 1 capital to risk-weighted assets
Consolidated$498,89611.45%$196,0634.50%NANA
Independent Bank519,01511.93195,7304.50$282,7216.50%
Tier 1 capital to average assets
Consolidated$537,4859.89%$217,4854.00%NANA
Independent Bank519,0159.56217,1534.00$271,4415.00%
Total capital to risk-weighted assets
Consolidated$622,44414.22%$350,1138.00%NANA
Independent Bank567,25412.99349,3358.00$436,66810.00%
Tier 1 capital to risk-weighted assets
Consolidated$527,61612.06%$262,5856.00%NANA
Independent Bank512,54611.74262,0016.00$349,3358.00%
Common equity tier 1 capital to risk-weighted assets
Consolidated$489,04411.17%$196,9394.50%NANA
Independent Bank512,54611.74196,5014.50$283,8346.50%
Tier 1 capital to average assets
Consolidated$527,6169.85%$214,3324.00%NANA
Independent Bank512,5469.58214,1124.00$267,6405.00%
(1)These ratios do not reflect a capital conservation buffer of 2.50% at March 31, 2025 and December 31, 2024.

NA - Not applicable

Index

The components of our regulatory capital are as follows:

ConsolidatedIndependent Bank
March 31,2025December 31,2024March 31,2025December 31,2024
(In thousands)
Total shareholders' equity$467,277$454,686$487,396$478,188
Add (deduct)
Accumulated other comprehensive loss for regulatory purposes61,28564,14661,28564,146
Goodwill and other intangibles(29,666)(29,788)(29,666)(29,788)
Common equity tier 1 capital498,896489,044519,015512,546
Qualifying trust preferred securities38,58938,572——
Tier 1 capital537,485527,616519,015512,546
Subordinated debt40,00040,000——
Allowance for credit losses and allowance for unfunded lending commitments limited to 1.25% of total risk-weighted assets54,59854,82854,50754,708
Total risk-based capital$632,083$622,444$573,522$567,254
  1. Fair Value Disclosures

FASB ASC topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 instruments include securities traded on active exchange markets, such as the New York Stock Exchange, as well as U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets.

Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 2 instruments include securities traded in less active dealer or broker markets.

Level 3: Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

We used the following methods and significant assumptions to estimate fair value:

Securities: Where quoted market prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. We currently do not have any Level 1 securities. Ifquoted market prices are not available for the specific security, then fair values are estimated by (1) using quoted market prices of securities with similar characteristics, (2) matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or (3) a discounted cash flow analysis whose significant fair value inputs can generally be verified and do not typically involve judgment by management. These securities are classified as Level 2 of the valuation hierarchy and

Index

primarily include agency securities, private label mortgage-backed securities, other asset backed securities, obligations of states and political subdivisions, trust preferred securities, corporate securities and foreign government securities.

Loans held for sale: The fair value of mortgage loans held for sale, carried at fair value is based on agency cash window loan pricing for comparable assets (recurring Level 2).

Collateral dependent loans with specific loss allocations based on collateral value: From time to time, certain collateral dependent loans will have an ACL established. When the fair value of the collateral is based on an appraised value or when an appraised value is not available we record the collateral dependent loan as nonrecurring Level 3. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments can be significant and thus will typically result in a Level 3 classification of the inputs for determining fair value.

Other real estate: At the time of acquisition, other real estate is recorded at fair value, less estimated costs to sell, which becomes the property’s new basis. Subsequent write-downs to reflect declines in value since the time of acquisition may occur from time to time and are recorded in net gains on other real estate and repossessed assets, which is part of non-interest expense - other in theinterim Condensed Consolidated Statements of Operations. The fair value of the property used at and subsequent to the time of acquisition is typically determined by a third party appraisal of the property. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments can be significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent loans and other real estate are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by us. Once received, an independent third party, or a member of our Collateral Evaluation Department (for commercial properties), or a member of our Special Assets Group (for residential properties) reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. We compare the actual selling price of collateral that has been sold to the most recent appraised value of our properties to determine what additional adjustment, if any, should be made to the appraisal value to arrive at fair value. For commercial and residential properties we typically discount an appraisal to account for various factors that the appraisal excludes in its assumptions. These additional discounts generally do not result in material adjustments to the appraised value.

Capitalized mortgage loan servicing rights: The fair value of capitalized mortgage loan servicing rights is based on a valuation model used by an independent third party that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. Certain model assumptions are generally unobservable and are based upon the best information available including data relating to our own servicing portfolio, reviews of mortgage servicing assumption and valuation surveys and input from various mortgage servicers and, therefore, are recorded as Level 3. Management evaluates the third party valuation for reasonableness each quarter as part of our financial reporting control processes.

Derivatives: The fair value of rate-lock mortgage loan commitments is based on agency cash window loan pricing for comparable assets and the fair value of mandatory commitments to sell mortgage loans is based on mortgage backed security pricing for comparable assets (recurring Level 2). The fair value of interest rate swap, interest rate cap and interest rate floor agreements are derived from proprietary models which utilize current market data. The significant fair value inputs can generally be observed in the market place and do not typically involve judgment by management (recurring Level 2).

Index

Assets and liabilities measured at fair value, including financial assets for which we have elected the fair value option, were as follows:

Fair Value Measurements Using
Fair ValueMeasure-mentsQuotedPricesin ActiveMarketsforIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUn-observableInputs(Level 3)
(In thousands)
March 31, 2025:
Measured at Fair Value on a Recurring Basis
Assets
Securities available for sale
U.S. agency$8,674$—$8,674$—
U.S. agency residential mortgage-backed69,582—69,582—
U.S. agency commercial mortgage-backed11,276—11,276—
Private label mortgage-backed49,259—49,259—
Other asset backed36,036—36,036—
Obligations of states and political subdivisions284,250—284,250—
Corporate69,620—69,620—
Trust preferred979—979—
Loans held for sale, carried at fair value9,514—9,514—
Capitalized mortgage loan servicing rights32,171——32,171
Derivatives (1)33,631—33,631—
Liabilities
Derivatives (2)18,699—18,699—
Measured at Fair Value on a Non-recurring Basis:
Assets
Collateral dependent loans (3)
Commercial
Commercial and industrial3,802——3,802
Commercial real estate323——323
Mortgage
1-4 family owner occupied - non-jumbo634——634
1-4 family non-owner occupied21——21
1-4 family - 2nd lien112——112
Resort lending92——92
Installment
Boat lending109——109
Recreational vehicle lending172——172
Other69——69

(1)Included in accrued income and other assets

(2)Included in accrued expenses and other liabilities

(3)Only includes individually evaluated loans with specific allocations of the ACL based on collateral value.

Index

Fair Value Measurements Using
Fair ValueMeasure-mentsQuotedPricesin ActiveMarketsforIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUn-observableInputs(Level 3)
(In thousands)
December 31, 2024:
Measured at Fair Value on a Recurring Basis
Assets
Securities available for sale
U.S. agency$8,159$—$8,159$—
U.S. agency residential mortgage-backed71,137—71,137—
U.S. agency commercial mortgage-backed11,641—11,641—
Private label mortgage-backed70,035—70,035—
Other asset backed38,516—38,516—
Obligations of states and political subdivisions288,791—288,791—
Corporate69,921—69,921—
Trust preferred982—982—
Loans held for sale, carried at fair value7,643—7,643—
Capitalized mortgage loan servicing rights46,796——46,796
Derivatives (1)37,059—37,059—
Liabilities
Derivatives (2)18,623—18,623—
Measured at Fair Value on a Non-recurring Basis:
Assets
Collateral dependent loans (3)
Commercial
Commercial and industrial4,205——4,205
Commercial real estate132——132
Mortgage
1-4 family owner occupied - non-jumbo627——627
1-4 family - 2nd lien170——170
Resort lending92——92
Installment
Boat lending56——56
Recreational vehicle lending172——172
Other59——59

(1)Included in accrued income and other assets

(2)Included in accrued expenses and other liabilities

(3)Only includes individually evaluated loans with specific allocations of the ACL based on collateral value.

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Changes in fair values for financial assets which we have elected the fair value option for the periods presented were as follows:

Changes in Fair Values for the threeMonth Periods Ended March 31 foritems Measured at Fair Value Pursuantto Election of the Fair Value Option
Net Gainson AssetsMortgageLoanServicing, netTotalChangein FairValuesIncludedin CurrentPeriodEarnings
MortgageLoans
(In thousands)
Loans held for sale$55$—$55
Capitalized mortgage loan servicing rights—(2,424)(2,424)
Loans held for sale29—29
Capitalized mortgage loan servicing rights—506506

For those items measured at fair value pursuant to our election of the fair value option, interest income is recorded within theinterim Condensed Consolidated Statements of Operations based on the contractual amount of interest income earned on these financial assets and dividend income is recorded based on cash dividends received.

The following represent impairment charges recognized during the three month periods ended March 31, 2025 and 2024 relating to assets measured at fair value on a non-recurring basis:

Loans that are individually evaluated using the fair value of collateral for collateral dependent loans had a carrying amount of $5.3 million, which is net of a valuation allowance of $3.7 million at March 31, 2025, and had a carrying amount of $5.5 million, which is net of a valuation allowance of $2.3 million at December 31, 2024. The provision for credit losses included in our results of operations relating to collateral dependent loans was a net expense of $1.7 million and $1.6 million for the three month periods ending March 31, 2025 and 2024, respectively.

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A reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) follows:

Capitalized Mortgage Loan Servicing Rights
Three Months EndedMarch 31,
20252024
(In thousands)
Beginning balance$46,796$42,243
Total gains (losses) realized and unrealized:
Included in results of operations(2,424)506
Included in results of operations - gain on sale(1)(94)—
Included in other comprehensive loss——
Purchases, issuances, settlements, maturities and calls855828
Sales(1)(12,962)—
Transfers in and/or out of Level 3——
Ending balance$32,171$43,577
Amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at March 31$(2,424)$506

(1) On January 31, 2025 we sold $931.6 million of mortgage loan servicing rights (26.3% of total servicing portfolio) and transferred the servicing on March 3, 2025. This sale represented approximately $13.1 million (27.9%) of the total capitalized mortgage loan servicing right asset. While there remains a customary hold back of final settlement funds of approximately $0.5 million relating to this transaction, we are not aware of any issues that will have a material impact on this final payment. Transaction expenses relating to this sale were approximately $0.3 million and was expensed during the first quarter of 2025.

The fair value of our capitalized mortgage loan servicing rights has been determined based on a valuation model used by an independent third party as discussed above. The significant unobservable inputs used in the fair value measurement of the capitalized mortgage loan servicing rights are discount rate, cost to service, ancillary income, float rate and prepayment rate. Significant changes in all five of these assumptions in isolation would result in significant changes to the value of our

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capitalized mortgage loan servicing rights. Quantitative information about our Level 3 fair value measurements measured on a recurring basis follows:

AssetFairValue · ValuationTechnique · UnobservableInputs · Range · WeightedAverage
(In thousands)
Capitalized mortgage loan servicing rights$32,171Present value of net servicing revenueDiscount rate10.00% to 17.51%10.38%
Cost to service$67 to $227$80
Ancillary income19 to 3021
Float rate3.93%3.93%
Prepayment rate5.33% to 29.15%8.62%
Capitalized mortgage loan servicing rights$46,796Present value of net servicing revenueDiscount rate10.00% to 19.15%10.37%
Cost to service$70 to $817$79
Ancillary income20 to 3020
Float rate4.33%4.33%
Prepayment rate5.40% to 28.28%7.54%

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Quantitative information about Level 3 fair value measurements measured on a non-recurring basis follows:

AssetFairValue · ValuationTechnique · UnobservableInputs · Range · WeightedAverage
(In thousands)
Collateral dependent loans
Commercial$4,125Discounting financial statement and machinery and equipment appraised valuesDiscount rates used50.0% to 65.0%58.7%
Sales comparison approachAdjustment for differences between comparable sales(20.0) to 65.0(3.3)
Mortgage and Installment(1)1,209Sales comparison approachAdjustment for differences between comparable sales(22.0) to 21.7(0.3)
Collateral dependent loans
Commercial$4,337Discounting financial statement and machinery and equipment appraised valuesDiscount rates used45.0% to 55.0%50.5%
Sales comparison approachAdjustment for differences between comparable sales(20.0) to 35.0(1.4)
Mortgage and Installment(1)1,176Sales comparison approachAdjustment for differences between comparable sales(22.0) to 21.7(0.4)
(1)In addition to the valuation techniques and unobservable inputs discussed above, at March 31, 2025 and December 31, 2024 certain collateral dependent installment loans totaling approximately $0.35 million and $0.29 million, respectively, are secured by collateral other than real estate. For the majority of these loans, we apply internal discount rates to industry valuation guides.

The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding for loans held for sale for which the fair value option has been elected for the periods presented.

AggregateFair ValueDifferenceContractualPrincipal
(In thousands)
Loans held for sale
March 31, 2025$9,514$133$9,381
December 31, 20247,643787,565

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  1. Fair Values of Financial Instruments

Most of our assets and liabilities are considered financial instruments. Many of these financial instruments lack an available trading market and it is our general practice and intent to hold the majority of our financial instruments to maturity. Significant estimates and assumptions were used to determine the fair value of financial instruments. These estimates are subjective in nature, involving uncertainties and matters of judgment, and therefore, fair values may not be a precise estimate. Changes in assumptions could significantly affect the estimates.

Estimated fair values have been determined using available data and methodologies that are considered suitable for each category of financial instrument. For instruments with adjustable interest rates which reprice frequently and without significant credit risk, it is presumed that estimated fair values approximate the recorded book balances.

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The estimated recorded book balances and fair values follow:

Fair Value Using
RecordedBookBalanceFair ValueQuotedPricesin ActiveMarketsforIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUn-observableInputs(Level 3)
(In thousands)
Assets
Cash and due from banks$60,566$60,566$60,566$—$—
Interest bearing deposits67,57967,57967,579——
Securities available for sale529,676529,676—529,676—
Securities held to maturity336,928302,579—302,579—
Federal Home Loan Bank and Federal
Reserve Bank Stock15,587NANANANA
Net loans and loans held for sale4,022,1703,825,830—9,5143,816,316
Accrued interest receivable18,80718,8071395,24513,423
Derivative financial instruments33,63133,631—33,631—
Liabilities
Deposits with no stated maturity (1)$3,810,665$3,810,665$3,810,665$—$—
Deposits with stated maturity (1)823,266821,048—821,048—
Other borrowings45,01445,014—45,014—
Subordinated debt39,60540,226—40,226—
Subordinated debentures39,81339,899—39,899—
Accrued interest payable3,9923,9923623,630—
Derivative financial instruments18,69918,699—18,699—
Assets
Cash and due from banks$56,984$56,984$56,984$—$—
Interest bearing deposits62,89862,89862,898——
Securities available for sale559,182559,182—559,182—
Securities held to maturity339,436301,860—301,860—
Federal Home Loan Bank and Federal
Reserve Bank Stock16,099NANANANA
Net loans and loans held for sale3,987,0893,772,862—7,6433,765,219
Accrued interest receivable19,11319,113465,60613,461
Derivative financial instruments37,05937,059—37,059—
Liabilities
Deposits with no stated maturity (1)$3,806,185$3,806,185$3,806,185$—$—
Deposits with stated maturity (1)847,903845,534—845,534—
Other borrowings45,00944,996—44,996—
Subordinated debt39,58640,412—40,412—
Subordinated debentures39,79640,235—40,235—
Accrued interest payable3,1093,1093742,735—
Derivative financial instruments18,62318,623—18,623—
(1)Deposits with no stated maturity include reciprocal deposits with a recorded book balance of $802.937 million and $797.224 million at March 31, 2025 and December 31, 2024, respectively. Deposits with a stated maturity include reciprocal deposits with a recorded book balance of $107.589 million and $109.807 million at March 31, 2025 and December 31, 2024, respectively.

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The fair values for commitments to extend credit and standby letters of credit are estimated to approximate their aggregate book balance, which is nominal and therefore are not disclosed.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale the entire holdings of a particular financial instrument.

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business, the value of future earnings attributable to off-balance sheet activities and the value of assets and liabilities that are not considered financial instruments.

Fair value estimates for deposit accounts do not include the value of the core deposit intangible asset resulting from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market.

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  1. Contingencies

Pressures from various global and national macroeconomic conditions, including significant volatility and uncertainty with U.S. and global market conditions, the direct and indirect impacts of potential changes to U.S. trade policies, recessionary concerns, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, the continuation of the Russia-Ukraine war, ongoing and potentially increasing conflict in the Middle East, and potential governmental responses to these events, continue to create significant economic uncertainty. In addition, pursuit of various initiatives announced by the Trump administration may create some degree of volatility in our customers’ businesses, regulation of the financial services industry, and the markets in which we operate.

The extent to which these pressures and other factors may impact our business, results of operations, asset valuations, financial condition, and customers will depend on future developments, which continue to be highly uncertain and difficult to predict. Material adverse impacts may include all or a combination of valuation impairments on our other intangibles, goodwill, securities available for sale, securities held to maturity, loans, capitalized mortgage loan servicing rights or deferred tax assets.

We continue to closely monitor and analyze the higher risk segments within our portfolio, and senior management is cautiously optimistic that we are positioned to continue managing the impact of the varied set of risks and uncertainties currently impacting the global and U.S. economies. However, a high degree of uncertainty still exists with respect to the impact of these fluid macroeconomic conditions on the future performance of our loan portfolio and our financial results.

Litigation

We are involved in various litigation matters in the ordinary course of business. At the present time, we do not believe any of these matters will have a significant impact on our interim condensed consolidated financial position or results of operations. The aggregate amount we have accrued for losses we consider probable as a result of these litigation matters is not material. However, because of the inherent uncertainty of outcomes from any litigation matter, we believe it is reasonably possible we may incur losses in addition to the amounts we have accrued. At this time, we estimate the maximum amount of additional losses that are reasonably possible is insignificant. However, because of a number of factors, including the fact that certain of these litigation matters are still in their early stages, this maximum amount may change in the future.

The litigation matters described in the preceding paragraph primarily include claims that have been brought against us for damages, but do not include litigation matters where we seek to collect amounts owed to us by third parties (such as litigation initiated to collect delinquent loans). These excluded, collection-related matters may involve claims or counterclaims by the opposing party or parties, but we have excluded such matters from the disclosure contained in the preceding paragraph in all cases where we believe the possibility of us paying damages to any opposing party is remote.

Visa Stock

On May 6, 2024, we exchanged 12,566 shares of Visa Inc. Class B-1 common stock (all of the Class B-1 shares we owned) for 2,493 shares of Visa Inc. Class C common stock and 6,283 shares of Visa Inc. Class B-2 common stock pursuant to an exchange offer conducted by Visa. Each Class C share automatically converts to 4 shares of Visa Inc. Class A common stock upon a transfer to anyone other than a Visa member or an affiliate of a Visa member. The Class B-2 shares have the same transfer restrictions as the transfer restrictions on the Class B-1 shares and can only be sold to other Class B shareholders.

Because of the very limited liquidity for the Class B-1 shares (prior to completion of the exchange offer) and uncertainty regarding the likelihood, ultimate timing, and eventual exchange rate for Class B-1 shares into Class A shares, we were carrying these shares at zero, representing cost basis less impairment. In light of the continued uncertainty regarding the likelihood, ultimate timing, and eventual exchange rate for Class B-2 shares into Class A shares, we are carrying the Class B-2 shares at zero, representing cost basis less impairment. However, given the current conversion ratio of 1.5342 Class A shares for every 1 Class B-2 share and the closing price of Visa Class A shares on May 2, 2025 of $347.60 per share, our 6,283 Class B-2 shares would have a current “value” of approximately $3.4 million.

As a condition to our participation in the exchange offer, we were required to enter into a Makewhole Agreement that will require us to reimburse Visa in certain circumstances if certain litigation in which Visa has been involved since 2008 results in damages significantly higher than Visa currently expects. Potential payments under the Makewhole Agreement are designed to equal the decline in value we would have experienced had we not participated in Visa’s exchange offer. Based on the disclosures that have been made by Visa regarding the status of this litigation and other circumstances

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relating to the exchange offer and potential future, similar exchange offers, we believe the likelihood we will have to make any payments under the Makewhole Agreement is remote.

  1. Accumulated Other Comprehensive Loss (“AOCL”)

A summary of changes in AOCL follows:

UnrealizedLosses on Securities AFSUnrealizedLosses on Securities Transferred to Securities HTM (1)Dispropor-tionateTax EffectsfromSecuritiesAFSUnrealized Gains (Losses) on Derivative InstrumentsTotal
(In thousands)
For the three months ended March 31,
Balances at beginning of period$(49,301)$(12,775)$(5,798)$(2,070)$(69,944)
Other comprehensive income before reclassifications1,260637—3682,265
Amounts reclassified from AOCL261——335596
Net current period other comprehensive income1,521637—7032,861
Balances at end of period$(47,780)$(12,138)$(5,798)$(1,367)$(67,083)
Balances at beginning of period$(51,113)$(15,408)$(5,798)$177$(72,142)
Other comprehensive income (loss) before reclassifications1,203648—(1,761)90
Amounts reclassified from AOCL213——210423
Net current period other comprehensive income (loss)1,416648—(1,551)513
Balances at end of period$(49,697)$(14,760)$(5,798)$(1,374)$(71,629)

The disproportionate tax effects from securities AFS arose due to tax effects of other comprehensive income (“OCI”) in the presence of a valuation allowance against our deferred tax assets and a pretax loss from operations. Generally, the amount of income tax expense or benefit allocated to operations is determined without regard to the tax effects of other categories of income or loss, such as OCI. However, an exception to the general rule is provided when, in the presence of a valuation allowance against deferred tax assets, there is a pretax loss from operations and pretax income from other categories in the current period. In such instances, income from other categories must offset the current loss from operations, the tax benefit of such offset being reflected in operations. Release of material disproportionate tax effects from other comprehensive income to earnings is done by the portfolio method whereby the effects will remain in AOCL as long as we carry a more than inconsequential portfolio of securities AFS.

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A summary of reclassifications out of each component of AOCL for the three months ended March 31 follows:

AOCL Component · AmountReclassifiedFromAOCL · Affected Line Item in Interim CondensedConsolidated Statements of Operations
(In thousands)
Unrealized losses on securities available for sale
$(330)Net losses on securities available for sale
(69)Income tax expense
$(261)Reclassifications, net of tax
Unrealized gains (losses) on derivative instruments
$422Interest income
2Interest expense
89Income tax expense
$335Reclassifications, net of tax
$(596)Total reclassifications for the period, net of tax
Unrealized losses on securities available for sale
$(269)Net losses on securities available for sale
(56)Income tax expense
$(213)Reclassifications, net of tax
Unrealized gains (losses) on derivative instruments
$266Interest income
56Income tax expense
$210Reclassifications, net of tax
$(423)Total reclassifications for the period, net of tax
  1. Revenue from Contracts with Customers

We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. We derive the majority of our revenue from financial instruments and their related contractual rights and obligations which for the most part are excluded from the scope of this topic. These sources of revenue that are excluded from the scope of this topic include interest income, net gains on mortgage loans, net losses on securities AFS, mortgage loan servicing, net and bank owned life insurance and were approximately 88.5% and 89.0% of total revenues for the three month periods ending March 31, 2025 and 2024, respectively.

Material sources of revenue that are included in the scope of this topic include service charges on deposit accounts, other deposit related income, interchange income and investment and insurance commissions and are discussed in the following

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paragraphs. Generally these sources of revenue are earned at the time the service is delivered or over the course of a monthly period and do not result in any contract asset or liability balance at any given period end. As a result, there wereno contract assets or liabilities recorded as of March 31, 2025 and December 31, 2024, respectively.

Service charges on deposit accounts and other deposit related income: Revenues are earned on depository accounts for commercial and retail customers and include fees for transaction-based, account maintenance and overdraft services. Transaction-based fees, which includes services such as ATM use fees, stop payment charges and ACH fees are recognized at the time the transaction is executed as that is the time we fulfill our customer’s request. Account maintenance fees, which includes monthly maintenance services are earned over the course of a month representing the period over which the performance obligation is satisfied. Our obligation for overdraft services is satisfied at the time of the overdraft.

Interchange income: Interchange income primarily includes debit card interchange and network revenues. Debit card interchange and network revenues are earned on debit card transactions conducted through payment networks such as MasterCard and Accel. Interchange income is recognized concurrently with the delivery of services on a daily basis. Interchange and network revenues are presented gross of interchange expenses, which are presented separately as a component of non-interest expense.

Investment and insurance commissions: Investment and insurance commissions include fees and commissions from asset management, custody, recordkeeping, investment advisory and other services provided to our customers. Revenue is recognized on an accrual basis at the time the services are performed and generally based on either the market value of the assets managed or the services provided. We have an agent relationship with a third party provider of these services and net certain direct costs charged by the third party provider associated with providing these services to our customers.

Net (gains) losses on other real estate and repossessed assets: We record a gain or loss from the sale of other real estate when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. If we were to finance the sale of other real estate to the buyer, we would assess whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction is probable. Once these criteria are met, the other real estate asset would be derecognized and the gain or loss on sale would be recorded upon the transfer of control of the property to the buyer. There wereno other real estate properties sold during the three month periods ending March 31, 2025 and 2024 that were financed by us.

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ServiceChargeson DepositAccounts · OtherDepositRelatedIncome · InterchangeIncome · InvestmentandInsuranceCommissions · Total
Three months ending March 31, 2025 · (In thousands)
Retail
Overdraft fees$2,108$—$—$—$2,108
Account service charges593———593
ATM fees—355——355
Other—184——184
Business
Overdraft fees113———113
ATM fees—10——10
Other—99——99
Interchange income——3,127—3,127
Asset management revenue———410410
Transaction based revenue———343343
Total$2,814$648$3,127$753$7,342
Reconciliation to interim Condensed Consolidated Statement of Operations:
Non-interest income - other:
Other deposit related income$648
Investment and insurance commissions753
Bank owned life insurance (1)296
Other (1)1,449
Total$3,146

(1)Excluded from the scope of ASC Topic 606.

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ServiceChargeson DepositAccounts · OtherDepositRelatedIncome · InterchangeIncome · InvestmentandInsuranceCommissions · Total
Three months ending March 31, 2024 · (In thousands)
Retail
Overdraft fees$2,189$—$—$—$2,189
Account service charges573———573
ATM fees—383——383
Other—250——250
Business
Overdraft fees110———110
ATM fees—11——11
Other—104——104
Interchange income——3,151—3,151
Asset management revenue———493493
Transaction based revenue———311311
Total$2,872$748$3,151$804$7,575
Reconciliation to interim Condensed Consolidated Statement of Operations:
Non-interest income - other:
Other deposit related income$748
Investment and insurance commissions804
Bank owned life insurance (1)181
Other (1)985
Total$2,718

(1)Excluded from the scope of ASC Topic 606.

  1. Leases

We have entered into leases in the normal course of business primarily for office facilities, some of which include renewal options and escalation clauses. Certain leases also include both lease components (fixed payments including rent, taxes and insurance costs) and non-lease components (common area or other maintenance costs) which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components together for all leases. We have also elected not to recognize leases with original lease terms of 12 months or less (short-term leases) on ourinterim Condensed Consolidated Statements of Financial Condition. Most of our leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion and are included in our right of use (“ROU”) assets and lease liabilities if they are reasonably certain of exercise.

Leases are classified as operating or finance leases at the lease commencement date (we did not have any finance leases as of March 31, 2025). Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. The ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payment over the lease term.

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As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

The cost components of our operating leases follows:

Three Months EndedMarch 31,
20252024
(In thousands)
Operating lease cost$326$346
Variable lease cost811
Short-term lease cost2024
Total$354$381

Variable lease costs consist primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities.

Supplemental balance sheet information related to our operating leases follows:

March 31,2025December 31,2024
(Dollars in thousands)
Lease right of use asset (1)$6,003$5,971
Lease liabilities (2)$6,366$6,338
Weighted average remaining lease term (years)6.977.07
Weighted average discount rate3.8%3.7%

(1)Included in Accrued income and other assets in our interim Condensed Consolidated Statements of Financial Condition.

(2)Included in Accrued expenses and other liabilities in our interim Condensed Consolidated Statements of Financial Condition.

Maturity analysis of our lease liabilities at March 31, 2025 based on required contractual payments follows:

(In thousands)
Nine months ending December 31, 2025$1,005
20261,201
20271,064
20281,013
2029869
2030 and thereafter2,214
Total lease payments7,366
Less imputed interest(1,000)
Total$6,366

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  1. Segment Reporting

Independent Bank Corporation is a bank holding company, whose principal activity is the ownership and management of its wholly-owned subsidiaries, including Independent Bank. As a community-oriented financial institution, substantially all of our operations involve the delivery of loan and deposit products to customers.

Our reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided about the products and services we offer, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, which are then aggregated if the operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the performance of our business components such as evaluating revenue streams, significant expenses, and budget to actual results assessing our segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income, earnings per share, and return on average assets to benchmark us against our competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans, investments, and deposits provide the majority of revenues in the banking operation. Interest expense, provisions for credit losses, and compensation and employee benefits provide the significant expenses in the banking operation. All operations are domestic.

Segment performance is evaluated using consolidated net income, earnings per share, and return on average assets. Information reported internally for performance assessment by the chief operating decision maker is as follows, inclusive of reconciliations of significant segment totals to the interim condensed consolidated financial statements for the three-month periods ended March 31, 2025 and 2024.

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Three Months Ended March 31, 2025
Independent BankOther(1)EliminationsTotal
(In thousands)
INTEREST INCOME
Interest and fees on loans$57,708$—$60$57,768
Interest on securities6,806——6,806
Other investments1,570369(369)1,570
Total Interest Income66,084369(309)66,144
INTEREST EXPENSE
Deposits21,324—(369)20,955
Other borrowings and subordinated debt and debentures1431,361—1,504
Total Interest Expense21,4671,361(369)22,459
Net Interest Income44,617(992)6043,685
Provision for credit losses721——721
Net Interest Income After Provision for Credit Losses43,896(992)6042,964
NON-INTEREST INCOME
Interchange income3,127——3,127
Service charges on deposit accounts2,814——2,814
Net gains on mortgage loans2,223—802,303
Mortgage loan servicing, net(636)——(636)
Other2,694319(197)2,816
Total Non-interest Income10,222319(117)10,424
NON-INTEREST EXPENSE
Compensation and employee benefits20,292132(41)20,383
Data processing3,71019—3,729
Occupancy, net2,2176—2,223
Interchange expense1,119——1,119
Furniture, fixtures and equipment8841—885
Advertising8592—861
FDIC deposit insurance711——711
Legal and professional356123—479
Loan and collection786——786
Communications5829—591
Other2,301194—2,495
Total Non-interest Expense33,817486(41)34,262
Income Before Income Tax20,301(1,159)(16)19,126
Income tax expense3,954(414)(4)3,536
Net Income$16,347$(745)$(12)$15,590
OTHER SEGMENT DISCLOSURES
Depreciation1,2401—1,241
Amortization122——122
Total assets5,321,109562,848(555,529)5,328,428

(1) Includes amounts relating to our parent company and certain insignificant operations.

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Three Months Ended March 31, 2024
Independent Bank · Other(1) · Eliminations · Total
(In thousands)
INTEREST INCOME
Interest and fees on loans$54,987$—$56$55,043
Interest on securities8,642——8,642
Other investments1,441398(398)1,441
Total Interest Income65,070398(342)65,126
INTEREST EXPENSE
Deposits23,208—(398)22,810
Other borrowings and subordinated debt and debentures6491,470—2,119
Total Interest Expense23,8571,470(398)24,929
Net Interest Income41,213(1,072)5640,197
Provision for credit losses744——744
Net Interest Income After Provision for Credit Losses40,469(1,072)5639,453
NON-INTEREST INCOME
Interchange income3,151——3,151
Service charges on deposit accounts2,872——2,872
Net gains on mortgage loans1,319—451,364
Mortgage loan servicing, net2,725——2,725
Other2,360215(126)2,449
Total Non-interest Income12,427215(81)12,561
NON-INTEREST EXPENSE
Compensation and employee benefits20,680114(24)20,770
Data processing3,23619—3,255
Occupancy, net2,06806—2,074
Interchange expense1,097——1,097
Furniture, fixtures and equipment9531—954
Advertising4892—491
FDIC deposit insurance782——782
Legal and professional338148—486
Loan and collection512——512
Communications6105—615
Other969188—1,157
Total Non-interest Expense31,734483(24)32,193
Income Before Income Tax21,162(1,340)(1)19,821
Income tax expense4,127(298)13,830
Net Income$17,035$(1,042)$(2)$15,991
OTHER SEGMENT DISCLOSURES
Depreciation1,2911—1,292
Amortization129——129
Total assets5,227,008506,759(502,512)5,231,255

(1) Includes amounts relating to our parent company and certain insignificant operations.

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