FIRST MERCHANTS CORP

Previous wording

Generally accepted accounting principles are complex and require us to apply significant judgments to various accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. The judgments and assumptions made are based upon historical experience or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgments and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations. There have been no significant changes during the six months ended June 30, 2025 to the items disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. For a complete discussion of our significant accounting policies, see “Notes to the Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

The U.S. Generally Accepted Accounting Principles ("GAAP") are complex and require us to apply significant judgments to various accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply those principles where actual measurement is not possible or practical. The judgments and assumptions made are based upon historical experience or other factors that management believes to be reasonable under the circumstances. Because of the nature of the judgments and assumptions, actual results could differ from estimates, which could have a material effect on our financial condition and results of operations. There have been no significant changes during the nine months ended September 30, 2025 to the items disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. For a complete discussion of our significant accounting policies, see “Notes to the Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

The Corporation reported second quarter 2025 net income available to common stockholders and diluted earnings per common share of $56.4 million and $0.98 per diluted share, respectively, compared to $39.5 million and $0.68 per diluted share, respectively, during the second quarter of 2024. The Corporation reported net income available to common stockholders and diluted earnings per common share of $111.2 million and $1.92 per diluted share, respectively, for the six months ended June 30, 2025 compared to $86.9 million and $1.48 per diluted share, respectively, for the six months ended June 30, 2024.

Current wording

The Corporation reported third quarter 2025 net income available to common stockholders and diluted earnings per common share of $56.3 million and $0.98 per diluted share, respectively, compared to $48.7 million and $0.84 per diluted share, respectively, during the third quarter of 2024. The Corporation reported net income available to common stockholders and diluted earnings per common share of $167.5 million and $2.90 per diluted share, respectively, for the nine months ended September 30, 2025 compared to $135.6 million and $2.31 per diluted share, respectively, for the nine months ended September 30, 2024.

Previous wording

When adjusting for certain non-recurring items, adjusted net income available to common stockholders was $56.4 million and adjusted diluted earnings per common share totaled $0.98 for the second quarter of 2025, compared to $39.5 million and $0.68, respectively, in the second quarter of 2024. Adjusted net income available to common stockholders and adjusted diluted earnings per common share for the six months ended June 30, 2025, totaled $111.2 million and $1.92, respectively, compared to $89.6 million and $1.53, respectively, for the same period in 2024. These adjusted net income and earnings per share amounts are non-GAAP measures. For reconciliations of GAAP earnings per share measures to the corresponding non-GAAP measures provided above, refer to the "NON-GAAP FINANCIAL MEASURES" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Current wording

When adjusting for certain non-recurring items, adjusted net income available to common stockholders was $57.0 million and adjusted diluted earnings per common share totaled $0.99 for the third quarter of 2025, compared to $55.6 million and $0.95, respectively, in the third quarter of 2024. Adjusted net income available to common stockholders and adjusted diluted earnings per common share for the nine months ended September 30, 2025, totaled $168.2 million and $2.91, respectively, compared to $145.2 million and $2.48, respectively, for the same period in 2024. These adjusted net income and earnings per share amounts are non-GAAP measures. For reconciliations of GAAP earnings per share measures to the corresponding non-GAAP measures provided above, refer to the "NON-GAAP FINANCIAL MEASURES" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Previous wording

As of June 30, 2025, total assets equaled $18.6 billion, an increase of $280.8 million or 1.5 percent from December 31, 2024.

Current wording

As of September 30, 2025, total assets equaled $18.8 billion, an increase of $499.7 million or 2.7 percent from December 31, 2024.

Previous wording

Cash and due from banks and interest-bearing deposits decreased $81.6 million from December 31, 2024. Total investment securities decreased $79.7 million from December 31, 2024, primarily due to $79.8 million in maturities and redemptions of available for sale securities and held to maturity securities. The investment portfolio as a percentage of total assets was 18.2 percent at June 30, 2025 and 18.9 percent at December 31, 2024. Additional details of the Corporation's investment securities portfolio are discussed within NOTE 3. INVESTMENT SECURITIES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

Current wording

Cash and due from banks and interest-bearing deposits decreased $129.7 million from December 31, 2024. Total investment securities decreased $78.3 million from December 31, 2024, primarily due to $124.2 million in maturities and redemptions of available for sale securities and held to maturity securities. The investment portfolio as a percentage of total assets was 18.0 percent at September 30, 2025 and 18.9 percent at December 31, 2024. Additional details of the Corporation's investment securities portfolio are discussed within NOTE 3. INVESTMENT SECURITIES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

The Corporation's total loan portfolio increased $452.5 million, or 7.0 percent on an annualized basis, since December 31, 2024. The composition of the loan portfolio is 75.7 percent commercial oriented with the largest loan classes of commercial and industrial and commercial real estate, non-owner occupied, representing 33.3 percent and 16.3 percent of the total loan portfolio, respectively. The increase was primarily driven by increases in commercial and industrial, commercial real estate, owner occupied, construction, public finance, and residential loans. Partially offsetting those increases was a decrease in commercial real estate, non-owner occupied and individuals' loans for household and other personal expenditures. Additional details of the changes in the Corporation's loans are discussed within NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q, and the "LOAN QUALITY AND PROVISION FOR CREDIT LOSSES ON LOANS" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Current wording

The Corporation's total loan portfolio increased $741.3 million, or 7.7 percent on an annualized basis, since December 31, 2024. The composition of the loan portfolio is 76.0 percent commercial oriented with the largest loan classes of commercial and industrial and commercial real estate, non-owner occupied, representing 33.8 percent and 16.9 percent of the total loan portfolio, respectively. The increase was primarily driven by increases in commercial and industrial, commercial real estate, owner occupied, commercial real estate, non-owner occupied, public finance, and residential loans. Offsetting those increases were decreases in individuals' loans for household and other personal expenditures and construction loans. Additional details of the changes in the Corporation's loans are discussed within NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q, and the "LOAN QUALITY AND PROVISION FOR CREDIT LOSSES ON LOANS" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Previous wording

The Corporation’s ACL - Loans totaled $195.3 million as of June 30, 2025 and equaled 1.47 percent of total loans, compared to $192.8 million and 1.50 percent of total loans at December 31, 2024. The ACL - Loans decreased $2.6 million from December 31, 2024. During the three and six months ended June 30, 2025, the Corporation recorded net charge-offs of $2.3 million and $7.2 million, respectively, and $5.6 million and $9.8 million of provision for credit losses - loans, for the same periods respectively. During the three and six months ended June 30, 2024, the Corporation recorded net charge-offs of $39.6 million and $41.9 million, respectively, and $24.5 million and $26.5 million of provision for credit losses - loans, for the same periods respectively. Nonaccrual loans at June 30, 2025 were $67.4 million and decreased $6.4 million from December 31, 2024 primarily due to declines in nonaccrual balances of $9.6 million in construction, $1.6 million in home equity and $1.2 million in commercial real estate, non-owner occupied. The decreases were partially offset by an increase in nonaccrual balances within the commercial real estate, owner occupied portfolio of $6.7 million. The Corporation's reserve for unfunded commitments was $18.0 million at June 30, 2025 and December 31, 2024, and is recorded in Other Liabilities. Additional details of the Corporation's allowance methodology and asset quality are discussed within NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q and within the “LOAN QUALITY AND PROVISION FOR CREDIT LOSSES ON LOANS” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Current wording

The Corporation’s ACL - Loans totaled $194.5 million as of September 30, 2025 and equaled 1.43 percent of total loans, compared to $192.8 million and 1.50 percent of total loans at December 31, 2024. The ACL - Loans increased $1.7 million from December 31, 2024. During the three and nine months ended September 30, 2025, the Corporation recorded net charge-offs of $5.1 million and $12.4 million, respectively, and $4.3 million and $14.1 million of provision for credit losses - loans, for the same periods respectively. During the three and nine months ended September 30, 2024, the Corporation recorded net charge-offs of $6.7 million and $48.6 million, respectively, and $5.0 million and $31.5 million of provision for credit losses - loans, for the same periods respectively. Nonaccrual loans at September 30, 2025 were $65.7 million and decreased $8.0 million from December 31, 2024 primarily due to declines in nonaccrual balances of $11.7 million in construction and $5.4 million in commercial real estate, non-owner occupied. The decreases were partially offset by increases in nonaccrual balances within the commercial real estate, owner occupied portfolio of $4.2 million and residential of $4.0 million. The Corporation's reserve for unfunded commitments was $18.0 million at September 30, 2025 and December 31, 2024, and is recorded in Other Liabilities. Additional details of the Corporation's allowance methodology and asset quality are discussed within NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q and within the “LOAN QUALITY AND PROVISION FOR CREDIT LOSSES ON LOANS” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Previous wording

The Corporation's other assets decreased $6.3 million from December 31, 2024 and was driven by a decline in the fair value of derivatives included in other assets from $77.1 million at December 31, 2024 to $57.6 million at June 30, 2025. The decrease in derivatives is due primarily to a decline in market interest rates. This decrease was partially offset by an increase of $11.9 million related to the Corporation's continual investment in community redevelopment funds. Additional details of the Corporation's investments in community redevelopment funds are discussed in NOTE 7. QUALIFIED AFFORDABLE HOUSING INVESTMENTS.

Current wording

The Corporation's other assets decreased $17.7 million from December 31, 2024 and was driven by a $26.4 million decline in the fair value of derivatives included in other assets from $77.1 million at December 31, 2024 to $50.7 million at September 30, 2025. The decrease in derivatives is due primarily to a decline in market interest rates. This decrease was partially offset by an increase of $7.6 million related to the Corporation's continual investment in community redevelopment funds. Additional details of the Corporation's investments in community redevelopment funds are discussed in NOTE 7. QUALIFIED AFFORDABLE HOUSING INVESTMENTS of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

As of June 30, 2025, total deposits equaled $14.8 billion, an increase of $276.0 million from December 31, 2024, or 3.8 percent on an annualized basis. The Corporation experienced increases from December 31, 2024 in money market and savings deposits of $461.9 million and brokered certificates of deposits of $221.6 million. Partially offsetting these increases was a decrease in time deposits of $226.1 million and demand deposits of $181.4 million from December 31, 2024. The overall deposit increase was driven primarily by an increase in wholesale deposits used to fund loan growth and a shift in the deposit mix from time deposits to money market as a result of product repricing. Total deposits less time deposits greater than $100,000, or core deposits, represented 90.9 percent of the deposit portfolio at June 30, 2025. Noninterest bearing deposits represents 14.8 percent of the deposit portfolio at June 30, 2025, compared to 16.0 percent at December 31, 2024. The loan to deposit ratio increased to 90.1 percent at period end from 88.6 percent as of December 31, 2024.

Current wording

As of September 30, 2025, total deposits equaled $14.9 billion, an increase of $348.4 million from December 31, 2024, or 3.2 percent on an annualized basis. The Corporation experienced increases from December 31, 2024 in money market and savings deposits of $641.9 million and brokered certificates of deposits of $237.7 million. Partially offsetting these increases was a decrease in time deposits of $197.0 million and demand deposits of $334.4 million from December 31, 2024. The overall deposit increase was driven primarily by an increase in wholesale deposits used to fund loan growth and a shift in the deposit mix from time deposits to money market as a result of product repricing. Total deposits less time deposits greater than $100,000, or core deposits, represented 90.7 percent of the deposit portfolio at September 30, 2025. Noninterest bearing deposits represented 14.1 percent of the deposit portfolio at September 30, 2025, compared to 16.0 percent at December 31, 2024. The loan to deposit ratio increased to 91.6 percent at period end from 88.6 percent as of December 31, 2024.

Previous wording

The average account balance within the deposit portfolio was $37,000 at June 30, 2025. Insured deposits totaled 70.3 percent of total deposits, with the State of Indiana's Public Deposit Insurance Fund, which insures certain public deposits, providing insurance to 14.7 percent of deposits and the FDIC providing insurance to the remaining 55.6 percent. Only 29.7 percent of deposits are uninsured and our available liquidity is ample to cover those when considering both on balance sheet sources of liquidity and unused capacity from the Federal Reserve Discount Window, FHLB and unsecured borrowing sources.

Current wording

The average account balance within the deposit portfolio was $37,000 at September 30, 2025. Insured deposits totaled 70.0 percent of total deposits, with the State of Indiana's Public Deposit Insurance Fund, which insures certain public deposits, providing insurance to 14.2 percent of deposits and the Federal Deposit Insurance Corporation ("FDIC") providing insurance to the remaining 55.8 percent. Only 30.0 percent of deposits are uninsured and our available liquidity is ample to cover those when considering both on balance sheet sources of liquidity and unused capacity from the Federal Reserve Discount Window, FHLB and unsecured borrowing sources.

Previous wording

Total borrowings increased $2.9 million as of June 30, 2025, compared to December 31, 2024. This increase was primarily driven by an increase of $76.1 million in FHLB advances and partially offset by a decrease of $14.2 million in federal funds purchased from December 31, 2024. Subordinated debentures and other borrowings decreased $30.9 million compared to December 31, 2024 as the Corporation utilized excess liquidity to pay down $30.0 million of subordinated debentures during the first quarter of 2025. Securities sold under repurchase agreements decreased $28.1 million from December 31, 2024 as clients moved into other deposit products.

Current wording

Total borrowings increased $19.7 million as of September 30, 2025, compared to December 31, 2024. This increase was primarily driven by an increase of $100.1 million in federal funds purchased and partially offset by a decrease of $23.9 million in FHLB advances from December 31, 2024. Subordinated debentures and other borrowings decreased $35.9 million compared to December 31, 2024 as the Corporation utilized excess liquidity to pay down $30.0 million of Level One subordinated notes and $5.0 million of Senior Debt during the first and third quarter of 2025, respectively. Securities sold under repurchase agreements decreased $20.7 million from December 31, 2024 as clients moved into other deposit products. Additional details of the Corporation's subordinated debentures and term loans are discussed in NOTE 8. BORROWINGS of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

Previous wording

The Corporation's other liabilities as of June 30, 2025 decreased $41.1 million compared to December 31, 2024. This decrease was partially due to a decrease in the derivative liabilities of $20.0 million, as a result of a decline in market interest rates. Additional decreases included accrued other expenses of $7.3 million, accrued salaries and incentives of $5.3 million, and unfunded commitments of $3.6 million related to the Corporation's affordable housing investments compared to December 31, 2024.

Current wording

The Corporation's other liabilities as of September 30, 2025 increased $22.1 million compared to December 31, 2024. This increase was primarily driven by an increase in accrued other expenses of $70.6 million related to the purchase of syndicated loans not yet settled at period end. Partially offsetting this increase was a decrease in the derivative liabilities of $26.7 million, as a result of a decline in market interest rates and a $15.0 million decrease in unfunded commitments related to the Corporation's affordable housing investments.

Previous wording

Net interest income and net interest margin presented on a fully taxable equivalent ("FTE") basis, reflecting the income tax savings when comparing tax-exempt and taxable assets using the federal statutory rate of 21 percent, are non-GAAP financial measures used by management to assess what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on an FTE basis and that it provides useful information for management and investors for peer comparison purposes. Non-GAAP financial measures such as tangible common equity, tangible assets, tangible common equity to tangible assets, tangible book value per common share, tangible net income available to common stockholders, diluted tangible net income per common share, return on average tangible capital and return on average tangible assets are important measures of the strength of the Corporation's capital and ability to generate earnings on tangible common equity invested by our shareholders. These non-GAAP measures provide useful supplemental information and may assist investors in analyzing the Corporation’s financial position without regard to the effects of intangible assets and preferred stock, but do retain the effect of accumulated other comprehensive losses in stockholders' equity. Disclosure of these measures also allows analysts and banking regulators to assess our capital adequacy on these same bases.

Current wording

Net interest income and net interest margin presented on a fully taxable equivalent ("FTE") basis, reflecting the income tax savings when comparing tax-exempt and taxable assets using the federal statutory rate of 21 percent, are non-GAAP financial measures used by management to assess what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on an FTE basis and that it provides useful information for management and investors for peer comparison purposes. Non-GAAP financial measures such as tangible common stockholders' equity, tangible assets, tangible common stockholders' equity to tangible assets, tangible book value per common share, tangible net income available to common stockholders, diluted tangible net income per common share, return on average tangible common stockholders' equity and return on average tangible assets are important measures of the strength of the Corporation's capital and ability to generate earnings on tangible common equity invested by our shareholders. These non-GAAP measures provide useful supplemental information and may assist investors in analyzing the Corporation’s financial position without regard to the effects of intangible assets and preferred stock, but do retain the effect of accumulated other comprehensive losses in stockholders' equity. Disclosure of these measures also allows analysts and banking regulators to assess our capital adequacy on these same bases.

Previous wording

Return on average tangible capital is tangible net income available to common stockholders (annualized) expressed as a percentage of average tangible capital. Return on average tangible assets is tangible net income available to common stockholders (annualized) expressed as a percentage of average tangible assets.

Current wording

Return on average tangible common stockholders' equity is tangible net income (annualized) expressed as a percentage of average tangible common stockholders' equity. Return on average tangible assets is tangible net income (annualized) expressed as a percentage of average tangible assets.

Previous wording

Net interest income is the most significant component of our earnings, comprising 81.1 percent of total revenue for the six months ended June 30, 2025. Net interest income and net interest margin are influenced by the volume and mix of earning assets and funding sources, as well as prevailing interest rate conditions. Other factors include accretion income on purchased loans, prepayment activity and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from customer deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve Board monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding and the net interest income and net interest margin.

Current wording

Net interest income is the most significant component of our earnings, comprising 80.9 percent of total revenue for the nine months ended September 30, 2025. Net interest income and net interest margin are influenced by the volume and mix of earning assets and funding sources, as well as prevailing interest rate conditions. Other factors include accretion income on purchased loans, prepayment activity and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from customer deposits generally costs less than wholesale funding sources. Factors such as general economic activity, the Federal Reserve's monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding and the net interest income and net interest margin.

Previous wording

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is also presented on an FTE basis in the table that follows to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. The federal statutory rate of 21 percent was used for 2025 and 2024. The FTE analysis portrays the income tax benefits associated with tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully taxable equivalent basis. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make peer comparisons. For reconciliations of GAAP net interest margin to the corresponding non-GAAP measures provided below, refer to the "NON-GAAP FINANCIAL MEASURES" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Current wording

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is also presented on an FTE basis in the tables that follow to reflect what our tax-exempt assets would need to yield in order to achieve the same after-tax yield as a taxable asset. The federal statutory rate of 21 percent was used for 2025 and 2024. The FTE analysis portrays the income tax benefits associated with tax-exempt assets and helps to facilitate a comparison between taxable and tax-exempt assets. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on an FTE basis. Therefore, management believes these measures provide useful information for both management and investors by allowing them to make peer comparisons. For reconciliations of GAAP net interest margin to the corresponding non-GAAP measures provided below, refer to the "NON-GAAP FINANCIAL MEASURES" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Previous wording

Total average earning assets increased $145.0 million, or 0.9 percent, to $17.2 billion for the three months ended June 30, 2025, compared to the same period in 2024. This increase was primarily driven by a $591.2 million, or 4.7 percent, increase in average total loans, which reached $13.2 billion. The growth in loans was led by a $314.9 million increase in commercial loans and a $218.1 million increase in tax-exempt loans. These increases were partially offset by a $381.0 million decline in average investment securities and a $70.0 million decline in interest-bearing deposits, reflecting a strategic shift away from lower-yielding assets.

Current wording

Total average earning assets increased $292.5 million, or 1.7 percent, to $17.3 billion for the three months ended September 30, 2025, compared to the same period in 2024. This increase was primarily driven by a $722.2 million, or 5.7 percent, increase in average total loans, which reached $13.4 billion. Average commercial loans and tax-exempt loans increased $465.5 million and $209.1 million, respectively. These increases were partially offset by a $412.4 million decline in average investment securities and a $22.8 million decline in interest-bearing deposits, reflecting a strategic shift away from lower-yielding assets.

Previous wording

Total average deposits decreased $263.8 million year-over-year. Average interest-bearing deposits decreased $100.9 million, primarily due to reductions in certificates and other time deposits and savings deposits, partially offset by an increase in money market deposits. Average noninterest-bearing deposits declined $162.8 million, as clients continued to migrate balances into interest-bearing products in response to the rate environment.

Current wording

Total average deposits increased $205.4 million year-over-year. Total average interest-bearing deposits increased $396.0 million, primarily due to increases in money market deposits and interest-bearing demand deposits, partially offset by reductions in certificates and other time deposits and savings deposits. Average noninterest-bearing deposits declined $190.6 million, as clients continued to migrate balances into interest-bearing products in response to the rate environment.

Previous wording

Total average earning assets remained relatively flat at $17.1 billion for the six months ended June 30, 2025, compared to the same period in 2024. Average loans increased $528.5 million, or 4.2 percent, to $13.1 billion, driven by growth of $244.2 million and $221.8 million in commercial and tax-exempt loans, respectively. This increase was offset by a $364.7 million decline in investment securities and a $176.0 million decline in interest-bearing deposits, consistent with the Corporation’s strategy to reallocate assets toward higher-yielding loans.

Current wording

Total average earning assets remained relatively flat at $17.1 billion for the nine months ended September 30, 2025, compared to the same period in 2024. Average loans increased $593.9 million, or 4.7 percent, to $13.2 billion, driven by growth of $323.1 million in commercial and $217.5 million in tax-exempt loans. This loan growth was offset by a $380.8 million decline in investment securities and a $124.6 million decline in interest-bearing cash balances, consistent with the Corporation’s strategy to reallocate assets toward higher-yielding loans.

Previous wording

Average borrowings increased $307.8 million, primarily due to a $281.3 million increase in FHLB advances and a $69.6 million increase in federal funds purchased. These increases were partially offset by a $40.3 million decline in subordinated debt, reflecting the Corporation’s redemption of $30.0 million in the first quarter of 2025 and the redemption of $25.0 million of subordinated debt in April of 2024. The increase in borrowings supported loan growth and helped manage deposit runoff while optimizing the Corporation’s overall cost of funds.

Current wording

Average borrowings increased $204.5 million, primarily due to a $196.5 million increase in FHLB advances and a $46.8 million increase in federal funds purchased. These increases were partially offset by a $37.1 million decline in subordinated debt, primarily driven by the Corporation’s redemption of $30.0 million of subordinated debt in the first quarter of 2025. The increase in borrowings supported loan growth and helped manage deposit runoff while optimizing the Corporation’s overall cost of funds.

Previous wording

Net interest income on an FTE basis increased by 3.6 percent to $139.2 million for the three months ended June 30, 2025, compared to $134.4 million for the three months ended June 30, 2024. Net interest margin ("NIM") improved to 3.25 percent, up from 3.16 percent in the prior year quarter. This improvement was driven by a 39 basis point reduction in the cost of interest-bearing liabilities, which declined to 2.82 percent from 3.21 percent, offsetting a 19 basis point decrease in asset yields to 5.50 percent. The Corporation recognized $1.0 million of fair value accretion income on purchased loans, contributing approximately 2 basis points to NIM in the three months ended June 30, 2025. This compares to $1.5 million, or 3 basis points, in the same period of 2024.

Current wording

Net interest income on an FTE basis increased by 2.1 percent to $139.9 million for the three months ended September 30, 2025, compared to $137.0 million for the three months ended September 30, 2024. Net interest margin on an FTE basis increased slightly to 3.24 percent, up from 3.23 percent in the prior year quarter. This improvement was driven by a 34 basis point reduction in the cost of interest-bearing liabilities, which declined to 2.94 percent from 3.28 percent, offsetting a 24 basis point decrease in asset yields to 5.58 percent. The Corporation recognized $0.9 million of fair value accretion income on purchased loans, contributing approximately 2 basis points to net interest margin in the three months ended September 30, 2025. This compares to $1.4 million, or 4 basis points, in the same period of 2024.

Previous wording

Interest income on an FTE basis decreased $6.3 million year-over-year, primarily due to lower yields on variable rate loans following the Federal Open Market Committee's 100 basis point rate reduction in the second half of 2024. Approximately 69.3 percent of the Corporation's loan portfolio was variable rate as of June 30, 2025. New and renewed loans yielded 7.04 percent for the three months ended June 30, 2025 compared to 8.13 percent for the same period in 2024.

Current wording

Interest income on an FTE basis decreased $5.7 million compared to the same period in the prior year, primarily due to lower yields on variable rate loans following the Federal Open Market Committee's 100 basis point rate reduction in the second half of 2024 and a 25 basis point rate reduction in the third quarter of 2025. Approximately 70.1 percent of the Corporation's loan portfolio was variable rate as of September 30, 2025. New and renewed loans yielded 6.84 percent for the three months ended September 30, 2025 compared to 7.70 percent for the same period in 2024.

Previous wording

Interest expense on deposits declined $14.9 million, reflecting lower rates across all deposit categories. The total cost of interest-bearing liabilities decreased 39 basis points, to 2.82 percent for the three months ended June 30, 2025, down from 3.21 percent for the three months ended June 30, 2024. This reduction in funding costs more than offset the decline in asset yields and resulted in a 20 basis point improvement in the FTE net interest spread, which increased to 2.68 percent from 2.48 percent. The average balance of total interest-bearing liabilities remained relatively stable year-over-year, indicating that the improvement in spread was primarily rate-driven.

Current wording

Interest expense on deposits declined $8.0 million, reflecting lower rates across all deposit categories. The total cost of interest-bearing liabilities decreased 34 basis points, to 2.94 percent for the three months ended September 30, 2025, down from 3.28 percent for the three months ended September 30, 2024. This reduction in funding costs more than offset the decline in asset yields and resulted in a 10 basis point improvement in the FTE net interest spread, which increased to 2.64 percent from 2.54 percent. The average balance of total interest-bearing liabilities increased modestly year-over-year, indicating that the improvement in spread was primarily rate-driven.

Previous wording

Net interest income on an FTE basis increased by 3.1 percent to $275.6 million for the six months ended June 30, 2025, compared to $267.3 million for the same period in 2024. NIM improved to 3.23 percent, up from 3.13 percent in the prior-year period. This improvement was driven by a 44 basis point reduction in the cost of interest-bearing liabilities, which declined to 2.78 percent from 3.22 percent, offsetting a 22 basis point decrease in asset yields to 5.45 percent. The Corporation recognized $2.1 million of fair value accretion income on purchased loans, contributing approximately 2 basis points to NIM in the six months ended June 30, 2025. This compares to $2.9 million, or 3 basis points, in the same period of 2024.

Current wording

Net interest income on an FTE basis increased by 2.8 percent to $415.5 million for the nine months ended September 30, 2025, compared to $404.3 million for the same period in 2024. Net interest margin on an FTE basis improved to 3.23 percent, up from 3.16 percent in the prior-year period. This improvement was driven by a 41 basis point reduction in the cost of interest-bearing liabilities, which declined to 2.83 percent from 3.24 percent, offsetting a 23 basis point decrease in asset yields to 5.49 percent. The Corporation recognized $3.0 million of fair value accretion income on purchased loans, contributing approximately 2 basis points to net interest margin in the nine months ended September 30, 2025. This compares to $4.3 million, or 3 basis points, in the same period of 2024.

Previous wording

Interest income on an FTE basis decreased $19.4 million year-over-year, primarily due to lower yields on variable rate loans following the Federal Open Market Committee's 100 basis point rate reduction in the second half of 2024. New and renewed loans yielded 7.01 percent for the six months ended June 30, 2025 compared to 8.14 percent for the same period in 2024.

Current wording

Interest income on an FTE basis decreased $25.0 million year-over-year, primarily due to lower yields on variable rate loans following the Federal Open Market Committee's 100 basis point rate reduction in the second half of 2024 and 25 basis point cut in the third quarter of 2025. New and renewed loans yielded 6.95 percent for the nine months ended September 30, 2025 compared to 7.94 percent for the same period in 2024.

Previous wording

Interest expense on deposits decreased $32.6 million, reflecting lower rates across all deposit categories. The total cost of interest-bearing liabilities decreased 44 basis points, to 2.78 percent for the six months ended June 30, 2025, down from 3.22 percent for the same period in 2024. This reduction in funding costs more than offset the decline in asset yields and resulted in a 22 basis point improvement in the FTE net interest spread, which increased to 2.67 percent from 2.45 percent.

Current wording

Interest expense on deposits decreased $40.7 million, reflecting lower rates across all deposit categories. The total cost of interest-bearing liabilities decreased 41 basis points, to 2.83 percent for the nine months ended September 30, 2025, down from 3.24 percent for the same period in 2024. This reduction in funding costs more than offset the decline in asset yields and resulted in an 18 basis point improvement in the FTE net interest spread, which increased to 2.66 percent from 2.48 percent.

Previous wording

The following tables present the Corporation’s average balance sheet, interest income/interest expense, and the average rate as a percent of average earning assets/liabilities for the three and six months ended June 30, 2025 and 2024.

Current wording

The following tables present the Corporation’s average balance sheet, interest income/interest expense, and the average rate as a percent of average earning assets/liabilities for the three and nine months ended September 30, 2025 and 2024.

Previous wording

For the six months ended June 30, 2025, noninterest income totaled $61.4 million, representing a $3.4 million, or 5.8 percent, increase over the same period in 2024. The increase was attributable to a $4.1 million improvement in customer-related fees, including an increase in net gains from loan sales, derivative hedge fees, treasury management fees and card payment fees. These increases were partially offset by a decrease in other income, in part due to reduced earnings from CRA investments.

Current wording

For the nine months ended September 30, 2025, noninterest income totaled $93.8 million, representing an $11.0 million, or 13.3 percent, increase over the same period in 2024. Customer related fees increased $3.5 million, including an increase in service charges on deposit accounts, derivative hedge fees and treasury management fees. Additionally, the Company recognized $9.2 million of realized losses on sales of available for sales securities during the nine months ended September 30, 2024. These increases were partially offset by a decrease in other income due to lower contributions from CRA-related activities.

Previous wording

Noninterest expense totaled $93.6 million for the three months ended June 30, 2025, a $2.2 million, or 2.4 percent, increase from the second quarter of 2024. Salaries and employee benefits expense increased by $2.3 million, primarily due to higher incentives paid during the three months ended June 30, 2025.

Current wording

Noninterest expense totaled $96.6 million for the three months ended September 30, 2025, a $1.9 million, or 2.0 percent, increase from the third quarter of 2024. Salaries and employee benefits expense increased by $2.1 million, primarily due to higher salaries and incentives and severance costs during the three months ended September 30, 2025, compared to the same period in 2024.

Previous wording

Income tax expense for the three months ended June 30, 2025 was $8.3 million on pre-tax income of $65.1 million. For the same period in 2024, income tax expense was $4.1 million on pre-tax income of $44.0 million. The effective income tax rates for the second quarter of 2025 and 2024 were 12.7 percent and 9.2 percent, respectively.

Current wording

Income tax expense for the three months ended September 30, 2025 was $8.5 million on pre-tax income of $65.3 million. For the same period in 2024, income tax expense was $7.2 million on pre-tax income of $56.3 million. The effective income tax rates for the third quarter of 2025 and 2024 were 13.0 percent and 12.7 percent, respectively.

Previous wording

Income tax expense for the six months ended June 30, 2025 was $16.2 million on pre-tax income of $128.3 million. For the same period in 2024, income tax expense was $10.9 million on pre-tax income of $98.8 million. The effective income tax rates for the six months ended June 30, 2025 and 2024 were 12.6 percent and 11.0 percent, respectively.

Current wording

Income tax expense for the nine months ended September 30, 2025 was $24.7 million on pre-tax income of $193.6 million. For the same period in 2024, income tax expense was $18.1 million on pre-tax income of $155.1 million. The effective income tax rates for the nine months ended September 30, 2025 and 2024 were 12.7 percent and 11.6 percent, respectively.

Previous wording

The higher effective income tax rate for the three and six months ended June 30, 2025 when compared to the same period in 2024 was primarily a result of tax-exempt interest income being a smaller portion of pre-tax income in 2025.

Current wording

The higher effective income tax rate for the three and nine months ended September 30, 2025 when compared to the same period in 2024 was primarily a result of tax-exempt interest income being a smaller portion of pre-tax income in 2025.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. We continue to assess any potential impact to our consolidated financial statements but anticipate any impact will be immaterial.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions. As of September 30, 2025, the provisions have not had a material impact to our consolidated financial statements.

Previous wording

As part of the Level One acquisition, the Corporation issued 10,000 shares of newly created 7.5 percent non-cumulative perpetual preferred stock, with a liquidation preference of $2,500 per share, in exchange for the outstanding Level One Series B preferred stock, and as part of that exchange, each outstanding Level One depository share representing a 1/100th interest in a share of the Level One preferred stock was converted into a depository share of the Corporation representing a 1/100th interest in a share of its newly issued preferred stock. The Corporation had $25.0 million of outstanding preferred stock at June 30, 2025 and December 31, 2024. During the three and six months ended June 30, 2025 and 2024, the Corporation declared and paid dividends of $46.88 per share (equivalent to $0.4688 per depository share) and $93.76 per share, respectively, equal to $0.5 million and $0.9 million, respectively. The Series A preferred stock qualifies as tier 1 capital for purposes of the regulatory capital calculations.

Current wording

As part of the Level One acquisition, the Corporation issued 10,000 shares of newly created 7.5 percent non-cumulative perpetual preferred stock, with a liquidation preference of $2,500 per share, in exchange for the outstanding Level One Series B preferred stock, and as part of that exchange, each outstanding Level One depository share representing a 1/100th interest in a share of the Level One preferred stock was converted into a depository share of the Corporation representing a 1/100th interest in a share of its newly issued preferred stock. The Corporation had $25.0 million of outstanding preferred stock at September 30, 2025 and December 31, 2024. During the three and nine months ended September 30, 2025 and 2024, the Corporation declared and paid dividends of $46.88 per share (equivalent to $0.4688 per depository share) and $140.64 per share, respectively, equal to $0.5 million and $1.4 million, respectively. The Series A preferred stock qualifies as tier 1 capital for purposes of the regulatory capital calculations.

Previous wording

On January 27, 2021, the Board of Directors of the Corporation approved a stock repurchase program of up to 3,333,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100.0 million. On a share basis, the amount of common stock subject to the repurchase program represented approximately 6 percent of the Corporation's outstanding shares at the time the program became effective. During the three and six months ended June 30, 2024, the Corporation repurchased approximately 0.6 million and 1.5 million shares of its common stock, respectively, under its share repurchase program, for total considerations of $20.0 million and $50.0 million, at average prices of $33.69 and $33.72 per share, respectively. As of June 30, 2024 the Corporation had approximately 1.2 million shares at an aggregate value of $24.6 million available to repurchase under the program. The stock repurchase program approved in 2021 was discontinued as of March 18, 2025.

Current wording

On January 27, 2021, the Board of Directors of the Corporation approved a stock repurchase program of up to 3,333,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100.0 million. On a share basis, the amount of common stock subject to the repurchase program represented approximately 6 percent of the Corporation's outstanding shares at the time the program became effective. The Corporation did not repurchase any shares of its common stock pursuant to the repurchase program during the three months ended September 30, 2024. During the nine months ended September 30, 2024, the Corporation repurchased approximately 1.5 million shares of its common stock under its share repurchase program, for total considerations of $50.0 million, at an average price of $33.72. As of September 30, 2024 the Corporation had approximately 1.2 million shares at an aggregate value of $24.6 million available to repurchase under the program. The stock repurchase program approved in 2021 was discontinued as of March 18, 2025.

Previous wording

On March 18, 2025, the Board of Directors of the Corporation approved a stock repurchase program of up to 2,927,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100.0 million. On a share basis, the amount of common stock subject to the repurchase program represented approximately 5 percent of the Corporation's outstanding shares at the time the program became effective. During the three and six months ended June 30, 2025, the Corporation repurchased 0.6 million and 0.8 million shares of its common stock, respectively, under the program, for total consideration of $22.1 million and $30.0 million, respectively. The average purchase prices were $37.93 and $38.62 per share, respectively. As of June 30, 2025, approximately 2.2 million shares remained available for repurchase under the program, with an aggregate remaining authorization of $70.0 million.

Current wording

On March 18, 2025, the Board of Directors of the Corporation approved a stock repurchase program of up to 2,927,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100.0 million. On a share basis, the amount of common stock subject to the repurchase program represented approximately 5 percent of the Corporation's outstanding shares at the time the program became effective. During the three and nine months ended September 30, 2025, the Corporation repurchased 0.2 million and 0.9 million shares of its common stock, respectively, under the program, for total consideration of $6.5 million and $36.5 million, respectively. The average purchase prices were $39.86 and $38.83 per share, respectively. As of September 30, 2025, approximately 2.0 million shares remained available for repurchase under the program, with an aggregate remaining authorization of $63.5 million.

Previous wording

In August 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted. Among other things, the IRA imposes a new 1 percent excise tax on the fair market value of stock repurchased after December 31, 2022 by publicly traded U.S. corporations (like the Corporation). With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements. During the three and six months ended June 30, 2025, the Corporation recorded excise tax of $0.2 million and $0.3 million, respectively. During the three and six months ended June 30, 2024, the Corporation recorded excise tax of $0.2 million and $0.5 million, respectively, related to its share repurchases during the period, which is reflected in the Statement of Stockholders' Equity as a component of additional paid-in capital.

Current wording

In August 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted. Among other things, the IRA imposes a new 1 percent excise tax on the fair market value of stock repurchased after December 31, 2022 by publicly traded U.S. corporations (like the Corporation). With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements. During the three and nine months ended September 30, 2025, the Corporation recorded excise tax of $32,000 and $0.3 million, respectively. During the three and nine months ended September 30, 2024, the Corporation recorded excise tax of $25,000 and $0.5 million, respectively, related to its share repurchases during the period, which is reflected in the Statement of Stockholders' Equity as a component of additional paid-in capital.

Previous wording

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

Current wording

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

Previous wording

On November 1, 2013, the Corporation completed the private issuance and sale to four institutional investors of an aggregate of $70.0 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5.0 million and (b) 6.75 percent Fixed-to-Floating Rate Subordinated Notes due October 30, 2028 in the aggregate principal amount of $65.0 million. The Corporation exercised its right to redeem $65.0 million of the subordinated debt on the scheduled interest payment date during the first half of 2024. On June 9, 2025, the Corporation, through its trustee, distributed notice of redemption of the remaining $5.0 million in principal amount of its 5.00 percent Fixed-to-Floating Senior Notes due October 30, 2028. The Corporation exercised its right to redeem the $5.0 million of the Senior Notes on the scheduled interest payment date of July 30, 2025.

Current wording

On November 1, 2013, the Corporation completed the private issuance and sale to four institutional investors of an aggregate of $70.0 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5.0 million and (b) 6.75 percent Fixed-to-Floating Rate Subordinated Notes due October 30, 2028 in the aggregate principal amount of $65.0 million. The Corporation exercised its right to redeem $65.0 million of the Subordinated Debt on the scheduled interest payment date during the first half of 2024 and the Corporation exercised its right to redeem the $5.0 million of the Senior Debt on the scheduled interest payment date of July 30, 2025.

Previous wording

The Corporation's tangible common equity measures are capital adequacy metrics that are meaningful to the Corporation, as well as analysts and investors, in assessing the Corporation's use of equity and in facilitating period-to-period and company-to-company comparisons. Tangible common equity to tangible assets ratio was 8.92 percent at June 30, 2025, and 8.81 percent at December 31, 2024.

Current wording

The Corporation's tangible common equity measures are capital adequacy metrics that are meaningful to the Corporation, as well as analysts and investors, in assessing the Corporation's use of equity and in facilitating period-to-period and company-to-company comparisons. Tangible common equity to tangible assets ratio was 9.18 percent at September 30, 2025, and 8.81 percent at December 31, 2024.