FIRST MERCHANTS CORP
For the period ended Jun 30, 2026. Filed Jul 31, 2026.
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Jun 30, 2026 · Filed Jul 31, 2026
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Notes to Consolidated Condensed Financial Statements
NOTE 1
GENERAL
Financial Statement Preparation
The Consolidated Condensed Balance Sheet of the Corporation as of December 31, 2025, has been derived from the audited consolidated balance sheet of the Corporation as of that date. Certain information and note disclosures normally included in the Corporation’s annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses.
Significant Accounting Policies
The significant accounting policies followed by the Corporation and its wholly-owned subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments, which are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported, have been included in the accompanying Consolidated Condensed Financial Statements.
Recent Accounting Changes Adopted in 2026
FASB Accounting Standards Update No. 2025-08 -Financial Instruments - Credit Losses (Topic 326): Purchased Loans
Summary - Effective January 1, 2026, the Corporation early adopted Accounting Standards Update ("ASU") No. 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, which expands the use of the gross-up method to certain purchased seasoned loans. Upon adoption, the Corporation recognized acquisition-date expected credit losses of $22.3 million, consisting of $15.2 million related to purchased seasoned loans and $7.1 million related to purchased credit-deteriorated loans, through the allowance for credit losses with a corresponding increase to the acquired loans’ amortized cost basis. The guidance was applied prospectively and did not result in a cumulative-effect adjustment to retained earnings. See NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES of the Notes to Consolidated Condensed Financial Statements for additional information.
New Accounting Pronouncements Not Yet Adopted
The Corporation continually monitors potential accounting pronouncements and the following pronouncements have been deemed to have the most applicability to the Corporation's financial statements:
FASB Accounting Standards Update No. 2024-03 -Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
Summary - The FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosuresin the fourth quarter of 2024. This ASU requires public business entities to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.
The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities.
The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Corporation is currently assessing the impact of this new standard on our disclosures and expect to provide additional detail and disclosures under this new guidance.
FASB Accounting Standards Update No. 2025-09 -Derivatives and Hedging (Topic 815): Hedge Accounting Improvements
Summary - The FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvementsin the fourth quarter of 2025. The amendments in this Update clarify certain aspects of the guidance on hedge accounting and address several incremental hedge accounting issues from the global reference rate reform initiative.
The objective is to more closely align hedge accounting with the economics of an entity’s risk management activities. The five issues addressed in this Update are intended to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions.
The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those fiscal years. Early adoption is permitted. The Corporation is assessing the terms of this guidance, but adoption of the standard is not expected to have a significant impact on the Corporation’s financial statements or disclosures.
FASB Accounting Standards Update No. 2025-10 -Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities
Summary - The FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entitiesin the fourth quarter of 2025. This Update establishes authoritative U.S. GAAP guidance for accounting for government grants received by business entities, including recognition, measurement, and presentation. It provides specific guidance for grants related to assets and grants related to income. The amendments exclude income taxes, below-market interest rate loans, and government guarantees.
The amendments are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those fiscal years. Early adoption is permitted for any interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The Corporation is assessing the terms of this guidance, but adoption of the standard is not expected to have a significant impact on the Corporation’s financial statements or disclosures.
NOTE 2
ACQUISITIONS
First Savings Financial Group, Inc. Acquisition
On February 1, 2026 (the "Effective Time"), the Corporation completed the acquisition of First Savings Financial Group, Inc., an Indiana corporation ("First Savings"), pursuant to the Agreement and Plan of Merger, dated September 24, 2025, by and between the Corporation and First Savings (the "Merger Agreement"). Immediately following the Merger, First Savings Bank, a wholly-owned subsidiary of First Savings, merged with and into the Bank, with the Bank surviving the merger and continuing its corporate existence.
First Savings was headquartered in Jeffersonville, Indiana and had 16 banking centers serving the southern Indiana market. As of the Effective Time, each share of outstanding First Savings common stock was converted into the right to receive 0.85 of a share (the "Exchange Ratio") of First Merchants common stock, in a tax-free exchange, plus cash-in-lieu of any fractional share created by the Exchange Ratio.
Immediately prior to the Effective Time, each outstanding First Savings restricted stock award held by certain directors, executive officers and employees of First Savings, whether unvested or vested, was exchanged for shares of First Merchants common stock based on the Exchange Ratio according to their respective award agreement terms.
In addition, on the day immediately preceding the Effective Time, each outstanding option to acquire a share of First Savings common stock was cancelled in exchange for the right to receive a cash payment, which was paid by First Savings, equal to (i) $32.59 per share, which is equal to the Exchange Ratio multiplied by the volume-weighted average price of First Merchants common stock over the ten (10) consecutive trading days ending on January 27, 2026, less (ii) the option exercise price per share, and less (iii) any applicable withholding taxes.
The Corporation issued 6.1 million shares of its common stock, in exchange for all of the issued and outstanding shares of First Savings common stock.
The total purchase price of approximately $243.2 million consists primarily of equity consideration issued by the Corporation and is measured at fair value based on the Corporation’s common stock price as of the acquisition date. The purchase price also includes cash paid in lieu of fractional shares. The purchase price represents the fair value of consideration transferred in accordance with Accounting Standards Codification ("ASC") 805.
Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which remain subject to adjustment during the measurement period, the purchase price for the First Savings acquisition is detailed in the following table. If, prior to the end of the one-year measurement period for finalizing the purchase price allocation, information becomes available about facts and circumstances that existed as of the acquisition date, which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively.
| Fair Value | |
|---|---|
| Cash and due from banks | $29,929 |
| Interest-bearing deposits | 24,144 |
| Investment securities | 251,341 |
| Loans held for sale | 62,537 |
| Loans | 1,840,524 |
| Allowance for credit losses - loans | (22,280) |
| Premises and equipment | 23,465 |
| Federal Home Loan Bank stock | 23,630 |
| Other real estate owned | 856 |
| Interest receivable | 11,002 |
| Cash surrender value of life insurance | 63,626 |
| Tax asset, deferred and receivable | 22,862 |
| Other assets | 26,488 |
| Deposits | (1,690,130) |
| Federal Home Loan Bank advances | (482,729) |
| Subordinated debentures | (28,712) |
| Interest payable | (5,930) |
| Other liabilities | (13,766) |
| Net tangible assets acquired | 136,857 |
| Other intangibles | 30,180 |
| Goodwill | 76,184 |
| Purchase price | $243,221 |
The Corporation early adopted ASU 2025‑08, Purchased Financial Assets, for the First Savings acquisition. Consistent with this guidance, acquired loans were initially recognized using the acquisition‑date gross‑up method, with expected credit-related losses recognized through an acquisition‑date allowance for credit losses, which results in a corresponding increase to the loans’ amortized cost basis rather than through an embedded credit discount within fair value. For acquired loans that exhibited more‑than‑insignificant deterioration in credit quality since origination, the Corporation identified acquisition‑date expected credit losses, which represent the present value of expected credit-related losses over the life of the loans and are recognized as an allowance for credit losses at acquisition with a corresponding increase to the loans’ amortized cost basis. The Corporation did not identify a non‑credit discount on these loans, as the entire purchase discount was attributable to expected credit losses recognized through the acquisition‑date allowance for credit losses. Subsequent changes in expected credit losses on acquired loans are recognized through provision for credit losses in accordance with ASC 326. Additional information regarding the acquired loan portfolio and allowance for credit losses is provided in NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES.
Of the total purchase price, $30.2 million was allocated to identifiable intangible assets. Approximately $29.4 million was allocated to a core deposit intangible, which is being amortized over an estimated useful life of 10 years, and approximately $0.8 million was allocated to a non-compete intangible, which is being amortized over an estimated useful life ofone year. The remaining purchase price was allocated to goodwill, which is not deductible for tax purposes.
Goodwill primarily represents the expected synergies from combining First Savings’ operations with the Corporation’s existing franchise, including anticipated cost savings, revenue enhancement opportunities, and the value of the assembled workforce, none of which qualify for separate recognition under GAAP. Additional factors contributing to goodwill include the expansion of the Corporation’s geographic footprint in southern Indiana and the acquired core customer relationships.
Integration and Transaction‑Related Expenses
During the three and six months ended June 30, 2026, the Corporation recorded $3.8 million and $20.8 million, respectively, of integration and transaction‑related expenses. During the three months ended June 30, 2026, these expenses were comprised of $2.3 million of contract termination and similar charges, $0.9 million of other integration-related expenditures, and $0.6 million of salaries and benefits. During the six months ended June 30, 2026, these costs consisted primarily of $10.7 million of contract termination and similar charges, $5.8 million of salaries and benefits, and $3.0 million of acquisition-related professional and advisory services. Acquisition‑related professional and advisory services primarily related to investment banking, legal, and valuation services incurred to effect the acquisition. Contract termination and similar charges primarily related to the early termination of vendor and service agreements and core systems and software arrangements as part of post‑acquisition integration activities. Salaries and benefits primarily related to employee retention and severance arrangements associated with post‑acquisition integration activities.
Results of First Savings Since Acquisition
The Corporation's results of operations for the three and six months ended June 30, 2026 include the operating results of the acquired assets and assumed liabilities of First Savings subsequent to the acquisition on February 1, 2026. Due to the integration of certain processes and the conversion of operational systems during the second quarter of 2026, the Corporation determined that separately identifying the revenue and earnings attributable solely to legacy First Savings subsequent to the acquisition date is impracticable.
Pro Forma Financial Information
The results of operations of First Savings have been included in the Corporation's consolidated financial statements since the acquisition date. The following schedule presents unaudited pro forma results for the six months ended June 30, 2026 and the year ended December 31, 2025, as if the First Savings acquisition had occurred at the beginning of the periods presented.
The unaudited pro forma financial information includes adjustments for interest income on loans, interest expense on deposits and borrowings, premises expense related to the acquired real estate, amortization of intangible assets arising from the transaction and the related income tax effects.
The pro forma financial information for the six months ended June 30, 2026 excludes certain non‑recurring charges recognized by First Savings during January 2026, prior to the February 1, 2026 acquisition date. These charges primarily relate to the write‑off of assets and the settlement or extinguishment of liabilities determined to have no continuing economic benefit to the combined company, as well as other transaction‑related items, including change‑in‑control payments, severance costs, legal and investment banking fees, and accelerated equity compensation expense associated with restricted stock awards and stock options.
In addition, the pro forma financial information excludes $20.8 million of non‑recurring integration‑related costs incurred by the Corporation during the six months ended June 30, 2026 in connection with the acquisition. These costs primarily consist of employee retention bonuses and severance arrangements associated with post‑acquisition integration activities, contract termination charges, core system conversion expenses and transaction advisory services.
The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future operating results.
| Six Months Ended | |
|---|---|
| Total revenue (net interest income plus noninterest income) | $360,944 |
| Net income | $89,377 |
| Net income available to common stockholders | $88,439 |
| Earnings per common share: | |
| Basic | $1.41 |
| Diluted | $1.41 |
| Year Ended | |
|---|---|
| Total revenue (net interest income plus noninterest income) | $757,511 |
| Net income | $253,686 |
| Net income available to common stockholders | $251,811 |
| Earnings per common share: | |
| Basic | $3.96 |
| Diluted | $3.94 |
NOTE 3
INVESTMENT SECURITIES
The following tables summarize the amortized cost, gross unrealized gains and losses and approximate fair value of investment securities available for sale as of June 30, 2026 and December 31, 2025.
| AmortizedCost | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |
|---|---|---|---|---|
| U.S. Government-sponsored agency securities | $83,118 | $— | $(11,379) | $71,739 |
| State and municipal | 988,306 | 133 | (95,307) | 893,132 |
| U.S. Government-sponsored mortgage-backed securities | 474,786 | 984 | (65,551) | 410,219 |
| Foreign investment | 1,500 | — | — | 1,500 |
| Corporate obligations | 7,989 | — | (187) | 7,802 |
| Total available for sale | $1,555,699 | $1,117 | $(172,424) | $1,384,392 |
| AmortizedCost | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |
|---|---|---|---|---|
| U.S. Government-sponsored agency securities | $87,936 | $— | $(11,837) | $76,099 |
| State and municipal | 993,911 | 225 | (91,842) | 902,294 |
| U.S. Government-sponsored mortgage-backed securities | 482,702 | 1,600 | (64,792) | 419,510 |
| Foreign investment | 1,500 | — | — | 1,500 |
| Corporate obligations | 7,974 | 1 | (276) | 7,699 |
| Total available for sale | $1,574,023 | $1,826 | $(168,747) | $1,407,102 |
The following tables summarize the amortized cost, gross unrealized gains and losses, approximate fair value and allowance for credit losses on investment securities held to maturity as of June 30, 2026 and December 31, 2025.
| AmortizedCost | Allowance for Credit Losses | Net Carrying Amount | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |
|---|---|---|---|---|---|---|
| U.S. Government-sponsored agency securities | $313,105 | $— | $313,105 | $— | $(43,984) | $269,121 |
| State and municipal | 1,058,396 | (245) | 1,058,151 | 489 | (138,678) | 920,207 |
| U.S. Government-sponsored mortgage-backed securities | 536,428 | — | 536,428 | — | (71,813) | 464,615 |
| Total held to maturity | $1,907,929 | $(245) | $1,907,684 | $489 | $(254,475) | $1,653,943 |
| AmortizedCost | Allowance for Credit Losses | Net Carrying Amount | Gross Unrealized Gains | Gross Unrealized Losses | FairValue | |
|---|---|---|---|---|---|---|
| U.S. Government-sponsored agency securities | $324,643 | $— | $324,643 | $— | $(46,693) | $277,950 |
| State and municipal | 1,069,653 | (245) | 1,069,408 | 868 | (137,706) | 932,815 |
| U.S. Government-sponsored mortgage-backed securities | 577,488 | — | 577,488 | — | (69,966) | 507,522 |
| Total held to maturity | $1,971,784 | $(245) | $1,971,539 | $868 | $(254,365) | $1,718,287 |
Accrued interest on investment securities available for sale and held to maturity at June 30, 2026 and December 31, 2025 of $21.7 million and $21.9 million, respectively, is included in the "Interest receivable" line on the Corporation's Consolidated Condensed Balance Sheets. The total amount of accrued interest is excluded from the amortized cost of available for sale and held to maturity securities presented above.
In determining the allowance for credit losses on investment securities available for sale that are in an unrealized loss position, the Corporation first assesses whether it intends to sell, or it is more likely than not that it 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 the income statement.
For investment securities available for sale that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Corporation considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to 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, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Unrealized losses that have not been recorded through an allowance for credit losses are recognized in other comprehensive income (loss).
Adjustments to the allowance are reported in the income statement as a component of the provision for credit losses. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities available for sale from the estimate of credit losses.
Investment securities available for sale are charged off against the allowance or, in the absence of any allowance, written down through the income statement when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met. The Corporation did not record an allowance for credit losses on its investment securities available for sale as the unrealized losses were attributable to changes in interest rates, not credit quality.
The allowance for credit losses on investment securities held to maturity is a contra asset-valuation account that is deducted from the amortized cost basis of investment securities held to maturity to present the net amount expected to be collected. Investment securities held to maturity are charged off against the allowance when deemed uncollectible. Adjustments to the allowance are reported in the income statement as a component of the provision for credit losses.
The Corporation measures expected credit losses on investment securities held to maturity on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities held to maturity from the estimate of credit losses.
With regard to U.S. Government-sponsored agency and U.S. Government-sponsored mortgage-backed securities, all of 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 securities issued by states and municipalities and other investment securities held to maturity, management considers (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 the Corporation's portfolio have been insignificant. Furthermore, as of June 30, 2026, there were no past due principal and interest payments associated with these securities.
The balance of the allowance for credit losses on investment securities held to maturity remained unchanged at $245,000 as of June 30, 2026 and December 31, 2025 based on applying the long-term historical credit rate, as published by Moody's, for similar rated securities.
On a quarterly basis, the Corporation monitors the credit quality of investment securities held to maturity through the use of credit ratings. The following tables summarize the amortized cost of investment securities held to maturity at June 30, 2026 and December 31, 2025, aggregated by credit quality indicator.
| June 30, 2026 | ||||
|---|---|---|---|---|
| U.S. Government-sponsored agency securities (1) | State and municipal | U.S. Government-sponsored mortgage-backed securities (1) | Total | |
| Credit Rating: | ||||
| Aaa | $313,105 | $73,616 | $536,428 | $923,149 |
| Aa1 | — | 206,330 | — | 206,330 |
| Aa2 | — | 161,487 | — | 161,487 |
| Aa3 | — | 195,134 | — | 195,134 |
| A1 | — | 59,625 | — | 59,625 |
| A2 | — | 10,190 | — | 10,190 |
| A3 | — | 10,153 | — | 10,153 |
| Non-rated | — | 341,861 | — | 341,861 |
| Total | $313,105 | $1,058,396 | $536,428 | $1,907,929 |
(1) U.S. Government-sponsored agency securities and U.S. Government-sponsored mortgage-backed securities are included within the Aaa credit rating category due to their explicit or implicit government guarantees, which provide a high level of assurance regarding the timely collection of principal and interest payments.
| December 31, 2025 | ||||
|---|---|---|---|---|
| U.S. Government-sponsored agency securities (1) | State and municipal | U.S. Government-sponsored mortgage-backed securities (1) | Total | |
| Credit Rating: | ||||
| Aaa | $324,643 | $75,598 | $577,488 | $977,729 |
| Aa1 | — | 200,189 | — | 200,189 |
| Aa2 | — | 172,127 | — | 172,127 |
| Aa3 | — | 192,682 | — | 192,682 |
| A1 | — | 59,631 | — | 59,631 |
| A2 | — | 13,664 | — | 13,664 |
| A3 | — | 6,670 | — | 6,670 |
| Non-rated | — | 349,092 | — | 349,092 |
| Total | $324,643 | $1,069,653 | $577,488 | $1,971,784 |
(1) U.S. Government-sponsored agency securities and U.S. Government-sponsored mortgage-backed securities are included within the Aaa credit rating category due to their explicit or implicit government guarantees, which provide a high level of assurance regarding the timely collection of principal and interest payments.
The following tables summarize, as of June 30, 2026 and December 31, 2025, investment securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and length of time in a continuous unrealized loss position.
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| FairValue | GrossUnrealizedLosses | FairValue | GrossUnrealizedLosses | FairValue | GrossUnrealizedLosses | |
| U.S. Government-sponsored agency securities | $31 | $(1) | $71,708 | $(11,378) | $71,739 | $(11,379) |
| State and municipal | 88,596 | (1,334) | 782,596 | (93,973) | 871,192 | (95,307) |
| U.S. Government-sponsored mortgage-backed securities | 45,699 | (339) | 297,367 | (65,212) | 343,066 | (65,551) |
| Corporate obligations | 985 | (15) | 6,786 | (172) | 7,771 | (187) |
| Total investment securities available for sale | $135,311 | $(1,689) | $1,158,457 | $(170,735) | $1,293,768 | $(172,424) |
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| FairValue | GrossUnrealizedLosses | FairValue | GrossUnrealizedLosses | FairValue | GrossUnrealizedLosses | |
| U.S. Government-sponsored agency securities | $— | $— | $76,099 | $(11,837) | $76,099 | $(11,837) |
| State and municipal | 5,468 | (11) | 861,410 | (91,830) | 866,878 | (91,841) |
| U.S. Government-sponsored mortgage-backed securities | 4,885 | (10) | 313,353 | (64,783) | 318,238 | (64,793) |
| Corporate obligations | — | — | 6,676 | (276) | 6,676 | (276) |
| Total investment securities available for sale | $10,353 | $(21) | $1,257,538 | $(168,726) | $1,267,891 | $(168,747) |
The following tables summarize investment securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and the number of securities in the portfolio as of the dates indicated.
| GrossUnrealizedLosses | Number of Securities | |
|---|---|---|
| U.S. Government-sponsored agency securities | $(11,379) | 13 |
| State and municipal | (95,307) | 594 |
| U.S. Government-sponsored mortgage-backed securities | (65,551) | 103 |
| Corporate obligations | (187) | 6 |
| Total investment securities available for sale | $(172,424) | 716 |
| GrossUnrealizedLosses | Number of Securities | |
|---|---|---|
| U.S. Government-sponsored agency securities | $(11,837) | 12 |
| State and municipal | (91,841) | 587 |
| U.S. Government-sponsored mortgage-backed securities | (64,793) | 89 |
| Corporate obligations | (276) | 5 |
| Total investment securities available for sale | $(168,747) | 693 |
The unrealized losses in the Corporation’s investment portfolio were the result of changes in interest rates and not credit quality. As a result, the Corporation expects to recover the amortized cost basis over the term of the securities. The Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity.
Certain investment securities available for sale are reported in the financial statements at an amount less than their historical cost as indicated in the table below.
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Investment securities available for sale reported at less than historical cost: | ||
| Historical cost | $1,466,192 | $1,436,638 |
| Fair value | 1,293,768 | 1,267,891 |
| Gross unrealized losses | $(172,424) | $(168,747) |
| Percentage of the Corporation's investment securities available for sale in an unrealized loss position | 93.5% | 90.1% |
In determining the fair value of the investment securities portfolio, the Corporation utilizes a third party for portfolio accounting services, including market value input, for those securities classified as Level 1 and Level 2 in the fair value hierarchy. The Corporation has obtained an understanding of what inputs are being used by the vendor in pricing the portfolio and how the vendor classified these securities based upon these inputs. From these discussions, the Corporation’s management is comfortable that the classifications are proper. The Corporation has gained confidence in the data for two reasons: (a) independent spot testing of the data is conducted by the Corporation through obtaining market quotes from various brokers on a periodic basis; and (b) actual gains or losses resulting from the sale of certain securities have proven the data to be accurate over time. Fair value of securities classified as Level 3 in the valuation hierarchy was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.
The amortized cost and fair value of investment securities available for sale and held to maturity at June 30, 2026 and December 31, 2025, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity are shown separately.
| Available for Sale | Held to Maturity | |||
|---|---|---|---|---|
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |
| Due in one year or less | $751 | $747 | $20,113 | $19,993 |
| Due after one through five years | 21,701 | 21,387 | 109,135 | 106,569 |
| Due after five through ten years | 293,438 | 272,988 | 241,143 | 219,493 |
| Due after ten years | 765,023 | 679,051 | 1,001,110 | 843,273 |
| 1,080,913 | 974,173 | 1,371,501 | 1,189,328 | |
| U.S. Government-sponsored mortgage-backed securities | 474,786 | 410,219 | 536,428 | 464,615 |
| Total investment securities | $1,555,699 | $1,384,392 | $1,907,929 | $1,653,943 |
| Available for Sale | Held to Maturity | |||
|---|---|---|---|---|
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |
| Due in one year or less | $— | $— | $7,014 | $7,024 |
| Due after one through five years | 16,877 | 16,577 | 118,912 | 115,973 |
| Due after five through ten years | 241,803 | 227,493 | 228,224 | 210,125 |
| Due after ten years | 832,641 | 743,522 | 1,040,146 | 877,643 |
| 1,091,321 | 987,592 | 1,394,296 | 1,210,765 | |
| U.S. Government-sponsored mortgage-backed securities | 482,702 | 419,510 | 577,488 | 507,522 |
| Total investment securities | $1,574,023 | $1,407,102 | $1,971,784 | $1,718,287 |
Securities with a carrying value of approximately $3.1 billion and $3.3 billion were pledged at June 30, 2026 and December 31, 2025, respectively, primarily to secure borrowing capacity at the Federal Reserve Discount Window, as well as certain deposits, securities sold under agreements to repurchase, and for other purposes as permitted or required by law.
The book value of securities pledged and available under agreements to repurchase amounted to $120.4 million at June 30, 2026 and $119.8 million at December 31, 2025.
Gross gains and losses on the sales of investment securities available for sale for the three and six months ended June 30, 2026 and 2025 are shown below.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Sales of investment securities available for sale: | ||||
| Gross gains | $— | $— | $— | $— |
| Gross losses | — | (1) | — | (8) |
| Net losses on sales of investment securities available for sale | $— | $(1) | $— | $(8) |
NOTE 4
LOANS AND ALLOWANCE FOR CREDIT LOSSES
Loan Portfolio and Credit Quality
The Corporation's primary lending focus is small business and middle market commercial, commercial real estate, public finance and residential real estate, which results in portfolio diversification. The following tables show the composition of the loan portfolio and credit quality characteristics by collateral classification, excluding loans held for sale.
The following table illustrates the composition of the Corporation’s loan portfolio by loan class as of the dates indicated.
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Commercial and industrial loans | $4,720,441 | $4,478,282 |
| Agricultural land, production and other loans to farmers | 323,348 | 283,125 |
| Real estate loans: | ||
| Construction | 874,419 | 804,775 |
| Commercial real estate, non-owner occupied | 3,271,620 | 2,338,666 |
| Commercial real estate, owner occupied | 1,368,627 | 1,237,100 |
| Residential | 2,361,480 | 2,420,310 |
| Home equity | 1,118,662 | 710,980 |
| Individuals' loans for household and other personal expenditures | 149,878 | 155,436 |
| Public finance and other commercial loans | 1,342,262 | 1,363,033 |
| Loans | $15,530,737 | $13,791,707 |
Credit Quality
As part of the ongoing monitoring of the credit quality of the Corporation's loan portfolio, management tracks certain credit quality indicators including trends related to: (i) the level of criticized commercial loans, (ii) net charge-offs, (iii) nonperforming loans, (iv) covenant failures and (v) the general national and local economic conditions.
The Corporation utilizes a risk grading of pass, special mention, substandard, doubtful and loss to assess the overall credit quality of large commercial loans. All large commercial credit grades are reviewed at a minimum of once a year for pass grade loans. Loans with grades below pass are reviewed more frequently depending on the grade. A description of the general characteristics of these grades is as follows:
Pass - Loans that are considered to be of acceptable credit quality.
Special Mention - Loans which possess some credit deficiency or potential weakness, which deserves close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Corporation's credit position at some future date. Special mention assets are not adversely classified and do not expose the Corporation to sufficient risk to warrant adverse classification.
Substandard - Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.
Doubtful - Loans that have all of the weaknesses of those classified as Substandard. However, based on existing facts, conditions and values, these weaknesses make full collection of principal highly questionable and improbable.
Loss – Loans that are considered uncollectible and of such little value that continuing to carry them as an asset is not warranted. Loans will be classified as Loss when it is neither practical nor desirable to defer charging-off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.
The following tables summarize the risk grading of the Corporation’s loan portfolio and gross charge-offs by loan class and by year of origination for the periods indicated. Consumer loans are not risk graded. For the purposes of this disclosure, consumer loans are classified in the following manner: loans that are less than 30 days past due are Pass, loans 30-89 days past due are Special Mention and loans greater than 89 days past due are Substandard. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.
| June 30, 2026 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Term Loans (amortized cost basis by origination year) | |||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving loans amortized cost basis | Revolving loans converted to term | Total | |
| Commercial and industrial loans | |||||||||
| Pass | $466,817 | $1,182,789 | $585,824 | $198,497 | $114,033 | $199,661 | $1,667,871 | $429 | $4,415,921 |
| Special Mention | 214 | 4,037 | 17,049 | 18,538 | 8,018 | 6,876 | 84,008 | — | 138,740 |
| Substandard | 4,841 | 2,868 | 24,845 | 3,847 | 4,725 | 28,646 | 51,727 | — | 121,499 |
| Doubtful | — | 27,121 | 590 | — | — | 11,256 | 5,314 | — | 44,281 |
| Total Commercial and industrial loans | 471,872 | 1,216,815 | 628,308 | 220,882 | 126,776 | 246,439 | 1,808,920 | 429 | 4,720,441 |
| Current period gross charge-offs | — | 3,294 | 633 | 733 | 1,807 | 4,764 | — | — | 11,231 |
| Agricultural land, production and other loans to farmers | |||||||||
| Pass | 33,420 | 62,738 | 24,635 | 20,446 | 27,322 | 73,048 | 73,820 | — | 315,429 |
| Special Mention | — | 400 | — | — | — | — | 2,250 | — | 2,650 |
| Substandard | — | 600 | 2,157 | 88 | 16 | 1,451 | 957 | — | 5,269 |
| Total Agricultural land, production and other loans to farmers | 33,420 | 63,738 | 26,792 | 20,534 | 27,338 | 74,499 | 77,027 | — | 323,348 |
| Real estate loans: | |||||||||
| Construction | |||||||||
| Pass | 75,598 | 344,291 | 281,794 | 100,568 | 16,976 | 15,514 | 18,110 | — | 852,851 |
| Special Mention | — | 9,536 | — | — | 35 | — | — | — | 9,571 |
| Substandard | — | — | — | — | 11,667 | 330 | — | — | 11,997 |
| Total Construction | 75,598 | 353,827 | 281,794 | 100,568 | 28,678 | 15,844 | 18,110 | — | 874,419 |
| Commercial real estate, non-owner occupied | |||||||||
| Pass | 226,178 | 523,756 | 299,785 | 323,063 | 535,571 | 1,140,422 | 28,697 | — | 3,077,472 |
| Special Mention | — | 9,128 | 8,730 | 39,842 | 3,808 | 29,318 | 60 | — | 90,886 |
| Substandard | — | 54,243 | 29,788 | 5,856 | 5,351 | 8,024 | — | — | 103,262 |
| Total Commercial real estate, non-owner occupied | 226,178 | 587,127 | 338,303 | 368,761 | 544,730 | 1,177,764 | 28,757 | — | 3,271,620 |
| Current period gross charge-offs | — | 3,468 | — | — | — | — | — | — | 3,468 |
| Commercial real estate, owner occupied | |||||||||
| Pass | 144,339 | 282,324 | 144,262 | 125,596 | 145,183 | 408,099 | 46,685 | — | 1,296,488 |
| Special Mention | 395 | 2,591 | 3,127 | 5,440 | 6,033 | 11,074 | 549 | — | 29,209 |
| Substandard | 1,940 | 3,267 | 16,169 | 2,613 | 9,048 | 9,600 | 293 | — | 42,930 |
| Total Commercial real estate, owner occupied | 146,674 | 288,182 | 163,558 | 133,649 | 160,264 | 428,773 | 47,527 | — | 1,368,627 |
| Current period gross charge-offs | — | — | — | 57 | 5 | 211 | — | — | 273 |
| Residential | |||||||||
| Pass | 169,892 | 312,355 | 179,954 | 363,070 | 508,030 | 772,020 | 3,660 | 768 | 2,309,749 |
| Special Mention | — | 900 | 1,141 | 4,266 | 7,655 | 9,320 | — | 25 | 23,307 |
| Substandard | — | 1,428 | 1,136 | 4,962 | 6,975 | 10,042 | 3,193 | — | 27,736 |
| Doubtful | — | — | 234 | — | — | 108 | 346 | — | 688 |
| Total Residential | 169,892 | 314,683 | 182,465 | 372,298 | 522,660 | 791,490 | 7,199 | 793 | 2,361,480 |
| Current period gross charge-offs | — | 137 | 22 | 279 | 311 | 279 | — | — | 1,028 |
| Home equity | |||||||||
| Pass | 1,275 | 8,396 | 3,806 | 4,615 | 20,353 | 50,168 | 1,003,997 | 8,765 | 1,101,375 |
| Special Mention | — | 38 | 9 | — | 183 | 473 | 11,454 | 35 | 12,192 |
| Substandard | — | — | — | 659 | 53 | 701 | 3,474 | 208 | 5,095 |
| Total Home Equity | 1,275 | 8,434 | 3,815 | 5,274 | 20,589 | 51,342 | 1,018,925 | 9,008 | 1,118,662 |
| Current period gross charge-offs | — | — | 6 | 7 | 24 | 268 | — | — | 305 |
| Individuals' loans for household and other personal expenditures | |||||||||
| Pass | 22,454 | 29,693 | 13,789 | 9,634 | 15,038 | 5,239 | 51,820 | 1,098 | 148,765 |
| Special Mention | 5 | 259 | 133 | 282 | 67 | 58 | 309 | — | 1,113 |
| Total Individuals' loans for household and other personal expenditures | 22,459 | 29,952 | 13,922 | 9,916 | 15,105 | 5,297 | 52,129 | 1,098 | 149,878 |
| Current period gross charge-offs | 37 | 335 | 349 | 216 | 85 | 89 | — | — | 1,111 |
| Public finance and other commercial loans | |||||||||
| Pass | 25,126 | 98,321 | 142,871 | 55,548 | 203,497 | 579,843 | 236,845 | — | 1,342,051 |
| Substandard | — | — | — | — | — | 211 | — | — | 211 |
| Total Public finance and other commercial loans | 25,126 | 98,321 | 142,871 | 55,548 | 203,497 | 580,054 | 236,845 | — | 1,342,262 |
| Loans | $1,172,494 | $2,961,079 | $1,781,828 | $1,287,430 | $1,649,637 | $3,371,502 | $3,295,439 | $11,328 | $15,530,737 |
| Total current period gross charge-offs | $37 | $7,234 | $1,010 | $1,292 | $2,232 | $5,611 | $— | $— | $17,416 |
| December 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Term Loans (amortized cost basis by origination year) | |||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving loans amortized cost basis | Revolving loans converted to term | Total | |
| Commercial and industrial loans | |||||||||
| Pass | $1,518,095 | $710,695 | $236,596 | $115,775 | $69,834 | $65,800 | $1,540,939 | $— | $4,257,734 |
| Special Mention | 9,552 | 34,613 | 7,683 | 3,246 | 4,041 | 479 | 40,986 | — | 100,600 |
| Substandard | 1,587 | 17,140 | 2,671 | 2,980 | 11,710 | 19,116 | 62,556 | — | 117,760 |
| Doubtful | 401 | 582 | — | — | — | — | 1,205 | — | 2,188 |
| Total Commercial and industrial loans | 1,529,635 | 763,030 | 246,950 | 122,001 | 85,585 | 85,395 | 1,645,686 | — | 4,478,282 |
| Current period gross charge-offs | 7,981 | 1,348 | 2,434 | 264 | 3,685 | 1,964 | — | — | 17,676 |
| Agricultural land, production and other loans to farmers | |||||||||
| Pass | 62,959 | 18,469 | 20,924 | 24,465 | 22,246 | 42,529 | 80,039 | — | 271,631 |
| Special Mention | 590 | 1,636 | 22 | 499 | — | 1,478 | 1,182 | — | 5,407 |
| Substandard | 600 | 2,165 | 16 | — | — | 2,085 | 1,221 | — | 6,087 |
| Total Agricultural land, production and other loans to farmers | 64,149 | 22,270 | 20,962 | 24,964 | 22,246 | 46,092 | 82,442 | — | 283,125 |
| Real estate loans: | |||||||||
| Construction | |||||||||
| Pass | 231,041 | 313,838 | 100,587 | 17,515 | 921 | 9,954 | 15,261 | — | 689,117 |
| Special Mention | 41,580 | 6,104 | — | — | 8,683 | — | — | — | 56,367 |
| Substandard | 34,176 | 12,889 | 641 | 11,585 | — | — | — | — | 59,291 |
| Total Construction | 306,797 | 332,831 | 101,228 | 29,100 | 9,604 | 9,954 | 15,261 | — | 804,775 |
| Current period gross charge-offs | — | 63 | — | — | 1 | — | — | — | 64 |
| Commercial real estate, non-owner occupied | |||||||||
| Pass | 482,587 | 259,106 | 292,161 | 258,662 | 367,482 | 458,340 | 31,841 | — | 2,150,179 |
| Special Mention | 59,566 | 36,106 | 340 | 3,633 | 2,308 | 4,715 | 100 | — | 106,768 |
| Substandard | 57,489 | 10,496 | 5,119 | 5,171 | 2,701 | 662 | 81 | — | 81,719 |
| Total Commercial real estate, non-owner occupied | 599,642 | 305,708 | 297,620 | 267,466 | 372,491 | 463,717 | 32,022 | — | 2,338,666 |
| Current period gross charge-offs | — | — | — | 451 | — | 16 | — | — | 467 |
| Commercial real estate, owner occupied | |||||||||
| Pass | 332,121 | 136,005 | 129,030 | 141,679 | 180,180 | 219,914 | 33,983 | — | 1,172,912 |
| Special Mention | 883 | 16,592 | 1,426 | 4,922 | 4,838 | 1,075 | 443 | — | 30,179 |
| Substandard | — | 13,510 | 5,328 | 5,732 | 1,061 | 7,826 | 260 | — | 33,717 |
| Doubtful | — | 292 | — | — | — | — | — | — | 292 |
| Total Commercial real estate, owner occupied | 333,004 | 166,399 | 135,784 | 152,333 | 186,079 | 228,815 | 34,686 | — | 1,237,100 |
| Current period gross charge-offs | — | 243 | 152 | — | — | 4 | — | — | 399 |
| Residential | |||||||||
| Pass | 310,019 | 167,128 | 389,574 | 613,787 | 352,662 | 528,875 | 7,188 | 46 | 2,369,279 |
| Special Mention | 345 | 1,312 | 6,116 | 9,565 | 5,993 | 4,926 | 346 | — | 28,603 |
| Substandard | 328 | 1,411 | 4,517 | 7,145 | 4,840 | 3,919 | 268 | — | 22,428 |
| Total Residential | 310,692 | 169,851 | 400,207 | 630,497 | 363,495 | 537,720 | 7,802 | 46 | 2,420,310 |
| Current period gross charge-offs | — | 114 | 814 | 737 | 102 | 163 | — | — | 1,930 |
| Home equity | |||||||||
| Pass | 10,173 | 3,020 | 3,431 | 21,442 | 42,749 | 10,194 | 608,020 | 1,470 | 700,499 |
| Special Mention | — | 674 | — | 297 | 447 | 59 | 5,097 | 329 | 6,903 |
| Substandard | 60 | — | — | 90 | 304 | 377 | 2,637 | 110 | 3,578 |
| Total Home Equity | 10,233 | 3,694 | 3,431 | 21,829 | 43,500 | 10,630 | 615,754 | 1,909 | 710,980 |
| Current period gross charge-offs | — | 92 | 8 | 653 | 563 | 204 | — | — | 1,520 |
| Individuals' loans for household and other personal expenditures | |||||||||
| Pass | 40,478 | 16,525 | 12,010 | 19,038 | 5,067 | 3,961 | 55,751 | 1,649 | 154,479 |
| Special Mention | 108 | 139 | 174 | 113 | 152 | 16 | 115 | 140 | 957 |
| Total Individuals' loans for household and other personal expenditures | 40,586 | 16,664 | 12,184 | 19,151 | 5,219 | 3,977 | 55,866 | 1,789 | 155,436 |
| Current period gross charge-offs | 307 | 618 | 612 | 396 | 149 | 83 | — | — | 2,165 |
| Public finance and other commercial loans | |||||||||
| Pass | 134,004 | 144,742 | 52,795 | 198,964 | 185,906 | 407,974 | 238,648 | — | 1,363,033 |
| Total Public finance and other commercial loans | 134,004 | 144,742 | 52,795 | 198,964 | 185,906 | 407,974 | 238,648 | — | 1,363,033 |
| Loans | $3,328,742 | $1,925,189 | $1,271,161 | $1,466,305 | $1,274,125 | $1,794,274 | $2,728,167 | $3,744 | $13,791,707 |
| Total current period gross charge-offs | $8,288 | $2,478 | $4,020 | $2,501 | $4,500 | $2,434 | $— | $— | $24,221 |
Total past due loans equaled $154.6 million as of June 30, 2026 representing a $23.7 million increase from $130.9 million at December 31, 2025. At June 30, 2026, 30-59 days past due increased $3.1 million from December 31, 2025 as commercial and industrial, commercial real estate, owner occupied, and home equity loan classes increased $8.9 million, $5.9 million, and $4.0 million, respectively. The increase was partially offset by a decrease in the commercial real estate, non-owner occupied and residential loan classes of $13.0 million and $2.3 million, respectively. At June 30, 2026, 60-89 days past due increased $11.4 million from December 31, 2025 as the commercial real estate, non-owner occupied, construction, and home equity loan classes increased $6.2 million, $5.8 million, and $1.8 million, respectively. The increase was partially offset by a decrease in the residential loan class of $2.2 million. At June 30, 2026, 90 days or more past due increased $9.2 million from December 31, 2025 as the commercial real estate, non-owner occupied, commercial real estate, owner occupied and residential loan classes increased $12.9 million, $5.0 million and $3.3 million, respectively. The increase was partially offset by a decrease in the construction loan class of $13.9 million. The tables below show a past due aging of the Corporation’s loan portfolio, by loan class, as of the dates indicated.
| June 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Current | 30-59 DaysPast Due | 60-89 DaysPast Due | 90 Days or More Past Due | Total | Loans > 90 Days or More Past Dueand Accruing | |
| Commercial and industrial loans | $4,693,372 | $16,064 | $1,107 | $9,898 | $4,720,441 | $3,444 |
| Agricultural land, production and other loans to farmers | 322,235 | — | 138 | 975 | 323,348 | 976 |
| Real estate loans: | ||||||
| Construction | 858,706 | 34 | 5,765 | 9,914 | 874,419 | 130 |
| Commercial real estate, non-owner occupied | 3,245,491 | 6,149 | 6,549 | 13,431 | 3,271,620 | 4,745 |
| Commercial real estate, owner occupied | 1,348,570 | 10,223 | 2,403 | 7,431 | 1,368,627 | 410 |
| Residential | 2,314,948 | 14,907 | 7,372 | 24,253 | 2,361,480 | 9 |
| Home equity | 1,101,834 | 8,759 | 3,219 | 4,850 | 1,118,662 | 24 |
| Individuals' loans for household and other personal expenditures | 148,767 | 654 | 457 | — | 149,878 | — |
| Public finance and other commercial loans | 1,342,262 | — | — | — | 1,342,262 | — |
| Loans | $15,376,185 | $56,790 | $27,010 | $70,752 | $15,530,737 | $9,738 |
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Current | 30-59 DaysPast Due | 60-89 DaysPast Due | 90 Days or More Past Due | Total | Loans > 90 Days or More Past Dueand Accruing | |
| Commercial and industrial loans | $4,459,842 | $7,194 | $1,160 | $10,086 | $4,478,282 | $313 |
| Agricultural land, production and other loans to farmers | 282,411 | 480 | — | 234 | 283,125 | — |
| Real estate loans: | ||||||
| Construction | 780,999 | — | — | 23,776 | 804,775 | 1,295 |
| Commercial real estate, non-owner occupied | 2,318,624 | 19,125 | 345 | 572 | 2,338,666 | — |
| Commercial real estate, owner occupied | 1,227,448 | 4,295 | 2,880 | 2,477 | 1,237,100 | — |
| Residential | 2,372,637 | 17,182 | 9,536 | 20,955 | 2,420,310 | 434 |
| Home equity | 701,360 | 4,717 | 1,427 | 3,476 | 710,980 | — |
| Individuals' loans for household and other personal expenditures | 154,479 | 738 | 219 | — | 155,436 | — |
| Public finance and other commercial loans | 1,363,033 | — | — | — | 1,363,033 | — |
| Loans | $13,660,833 | $53,731 | $15,567 | $61,576 | $13,791,707 | $2,042 |
Loans are reclassified to a nonaccruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest. At the time the accrual is discontinued, all unpaid accrued interest is reversed against earnings. Interest income accrued in prior years, if any, is charged to the allowance for credit losses. Payments subsequently received on nonaccrual loans are applied to principal. A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of six consecutive months of performance.
The following table summarizes the Corporation’s nonaccrual loans by loan class as of the dates indicated. At June 30, 2026, nonaccrual loans totaled $118.2 million, an increase of $46.4 million from December 31, 2025, primarily attributable to the placement oftwo commercial lending relationships, totaling $41.8 million, on nonaccrual status during the second quarter of 2026.
| June 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Nonaccrual Loans | Nonaccrual Loans with no Allowance for Credit Losses | Nonaccrual Loans | Nonaccrual Loans with no Allowance for Credit Losses | |
| Commercial and industrial loans | $51,072 | $575 | $10,548 | $2,174 |
| Agricultural land, production and other loans to farmers | 192 | — | 250 | — |
| Real estate loans: | ||||
| Construction | 9,775 | 9,775 | 22,481 | 22,482 |
| Commercial real estate, non-owner occupied | 8,857 | — | 837 | — |
| Commercial real estate, owner occupied | 8,415 | 6,288 | 3,705 | 3,188 |
| Residential | 33,205 | 155 | 29,774 | — |
| Home equity | 6,581 | 560 | 4,158 | — |
| Individuals' loans for household and other personal expenditures | 18 | — | 20 | — |
| Public finance and other commercial loans | 88 | — | — | — |
| Loans | $118,203 | $17,353 | $71,773 | $27,844 |
Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. There wasno interest income recognized on nonaccrual loans for the three and six months ended June 30, 2026 or 2025.
Determining fair value for collateral dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor, which includes selling costs, if applicable, to the value. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings, and/or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on the age and quality of the information and current market conditions.
The tables below present the amortized cost basis of collateral dependent loans by loan class and their respective collateral type, which are individually evaluated to determine expected credit losses. The total collateral dependent loan balance increased $19.9 million from December 31, 2025, primarily related to increases of $24.5 million and $5.1 million in the commercial and industrial and commercial real estate, owner occupied loan classes, respectively. The increase was partially offset by a decrease of $12.4 million in the construction loan class. The total related allowance balance increased $10.1 million from December 31, 2025, primarily related to an increase of $10.9 million in the commercial and industrial loan class. The increase was partially offset by a decrease of $2.1 million in the commercial real estate, non-owner occupied loan class.
| June 30, 2026 | |||||
|---|---|---|---|---|---|
| Commercial Real Estate | Residential Real Estate | Business Assets and Other | Total | Allowance on Collateral Dependent Loans | |
| Commercial and industrial loans | $— | $— | $62,589 | $62,589 | $24,080 |
| Real estate loans: | |||||
| Construction | — | 10,060 | — | 10,060 | 167 |
| Commercial real estate, non-owner occupied | 16,479 | — | — | 16,479 | 1,819 |
| Commercial real estate, owner occupied | 10,626 | — | — | 10,626 | 934 |
| Residential | — | 1,864 | — | 1,864 | 318 |
| Home equity | — | 696 | — | 696 | 17 |
| Loans | $27,105 | $12,620 | $62,589 | $102,314 | $27,335 |
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Commercial Real Estate | Residential Real Estate | Business Assets and Other | Total | Allowance on Collateral Dependent Loans | |
| Commercial and industrial loans | $— | $— | $38,063 | $38,063 | $13,157 |
| Real estate loans: | |||||
| Construction | — | 22,482 | — | 22,482 | — |
| Commercial real estate, non-owner occupied | 15,161 | — | — | 15,161 | 3,938 |
| Commercial real estate, owner occupied | 5,511 | — | — | 5,511 | — |
| Residential | — | 1,023 | — | 1,023 | 166 |
| Home equity | — | 145 | — | 145 | 19 |
| Loans | $20,672 | $23,650 | $38,063 | $82,385 | $17,280 |
In certain situations, the Corporation may modify the terms of a loan to a debtor experiencing financial difficulty. The modifications may include principal forgiveness, interest rate reductions, payment delays, term extensions or combinations of these modifications. The following tables present the amortized cost basis of loans at June 30, 2026 and 2025 that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2026 and 2025, by class and by type of modification. For the three and six months ended June 30, 2026 and 2025, the tables below exclude loan modifications considered insignificant. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
| Three Months Ended June 30, 2026 | |||
|---|---|---|---|
| Loan Modifications Made to Borrowers Experiencing Financial Difficulty | |||
| Term Extension | Combination Payment Delay & Term Extension | % of Total Class of Financing Receivable | |
| Commercial and industrial loans | $2,950 | $— | 0.06% |
| Real estate loans: | |||
| Commercial real estate, owner occupied | 2,922 | — | 0.21% |
| Home equity | — | 374 | 0.03% |
| Total | $5,872 | $374 | |
| Three Months Ended June 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Loan Modifications Made to Borrowers Experiencing Financial Difficulty | ||||||
| Payment Delay | Term Extension | Interest Rate Reduction | Combination Payment Delay & Term Extension | Combination Interest Rate Reduction, Term Extension, & Payment Delay | % of Total Class of Financing Receivable | |
| Commercial and industrial loans | $— | $3,691 | $— | $— | $— | 0.08% |
| Real estate loans: | ||||||
| Commercial real estate, non-owner occupied | — | 14,112 | 38,244 | 6,008 | — | 2.69% |
| Residential | 459 | — | — | — | 1,286 | 0.07% |
| Total | $459 | $17,803 | $38,244 | $6,008 | $1,286 | |
| Six Months Ended June 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Loan Modifications Made to Borrowers Experiencing Financial Difficulty | ||||||
| Payment Delay | Term Extension | Combination Payment Delay & Term Extension | Combination Interest Rate Reduction & Term Extension | Combination Interest Rate Reduction, Term Extension, & Payment Delay | % of Total Class of Financing Receivable | |
| Commercial and industrial loans | $7,217 | $8,647 | $14,540 | $— | $— | 0.64% |
| Real estate loans: | ||||||
| Construction | — | 1,892 | — | — | — | 0.22% |
| Commercial real estate, non-owner occupied | 5,092 | 1,560 | — | 962 | — | 0.23% |
| Commercial real estate, owner occupied | — | 2,922 | — | — | — | 0.21% |
| Residential | 282 | — | — | — | 357 | 0.03% |
| Home Equity | — | — | 374 | — | — | 0.03% |
| Total | $12,591 | $15,021 | $14,914 | $962 | $357 | |
| Six Months Ended June 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Loan Modifications Made to Borrowers Experiencing Financial Difficulty | ||||||
| Payment Delay | Term Extension | Interest Rate Reduction | Combination Payment Delay & Term Extension | Combination Interest Rate Reduction, Term Extension, & Payment Delay | % of Total Class of Financing Receivable | |
| Commercial and industrial loans | $— | $7,504 | $— | $— | $— | 0.17% |
| Real estate loans: | ||||||
| Commercial real estate, non-owner occupied | — | 14,112 | 38,244 | 6,008 | — | 2.69% |
| Residential | 725 | — | — | — | 1,286 | 0.08% |
| Total | $725 | $21,616 | $38,244 | $6,008 | $1,286 | |
The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, 2026 | ||
| Financial Effect of Loan Modifications | ||
| Term Extension | Combination Payment Delay & Term Extension | |
| Commercial and industrial loans | Extended loans by a weighted average of 75 months. | |
|---|---|---|
| Real estate loans: | ||
| Commercial real estate, owner occupied | Extended loans by a weighted average of 12 months. | |
| Home equity | Provided payment deferrals with weighted average delayed amounts of $63 and extended loans by a weighted average of 60 months. | |
| Three Months Ended June 30, 2025 | |||||
| Financial Effect of Loan Modifications | |||||
| Payment Delay | Term Extension | Interest Rate Reduction | Combination Interest Rate Reduction & Term Extension | Combination Interest Rate Reduction, Term Extension & Payment Delay | |
| Commercial and industrial loans | Extended loans by a weighted average of 4 months. | ||||
|---|---|---|---|---|---|
| Real estate loans: | |||||
| Commercial real estate, non-owner occupied | Extended loans by a weighted average of 6 months. | Reduced the weighted average contractual interest rate from 7.58% to 6.93%. | Reduced the weighted average contractual interest rate from 14.00% to 7.00% and extended loans by a weighted average of 16 months. | ||
| Residential | Provided payment deferrals with weighted average delayed amounts of $36. | Reduced the weighted average contractual interest rate from 4.50% to 2.50%, extended loans by a weighted average of 68 months, and provided payment deferrals with weighted average delayed amounts of $8. | |||
| Six Months Ended June 30, 2026 | |||||
| Financial Effect of Loan Modifications | |||||
| Payment Delay | Term Extension | Combination Payment Delay & Term Extension | Combination Interest Rate Reduction & Term Extension | Combination Interest Rate Reduction, Term Extension & Payment Delay | |
| Commercial and industrial loans | Provided payment deferrals with weighted average delayed amounts of $374. | Extended loans by a weighted average of 30 months. | Provided payment deferrals with weighted average delayed amounts of $909 and extended loans by a weighted average of 6 months. | ||
|---|---|---|---|---|---|
| Real estate loans: | |||||
| Construction | Extended loans by a weighted average of 12 months. | ||||
| Commercial real estate, non-owner occupied | Provided payment deferrals with weighted average delayed amounts of $67. | Extended loans by a weighted average of 6 months. | Reduced the weighted average contractual interest rate from 7.16% to 5.86% and extended loans by a weighted average of 60 months. | ||
| Commercial real estate, owner occupied | Extended loans by a weighted average of 12 months. | ||||
| Residential | Provided payment deferrals with weighted average delayed amounts of $19. | Reduced the weighted average contractual interest rate from 6.75% to 2.00%, extended loans by a weighted average of 120 months, and provided payment deferrals with weighted average delayed amounts of $13. | |||
| Home equity | Provided payment deferrals with weighted average delayed amounts of $63 and extended loans by a weighted average of 60 months. | ||||
| Six Months Ended June 30, 2025 | |||||
| Financial Effect of Loan Modifications | |||||
| Payment Delay | Term Extension | Interest Rate Reduction | Combination Interest Rate Reduction & Term Extension | Combination Interest Rate Reduction, Term Extension & Payment Delay | |
| Commercial and industrial loans | Extended loans by a weighted average of 4 months. | ||||
|---|---|---|---|---|---|
| Real estate loans: | |||||
| Commercial real estate, non-owner occupied | Extended loans by a weighted average of 6 months. | Reduced the weighted average contractual interest rate from 7.58% to 6.93%. | Reduced the weighted average contractual interest rate from 14.00% to 7.00%. Extended loans by a weighted average of 16 months. | ||
| Residential | Provided payment deferrals with weighted average delayed amounts of $25. | Reduced the weighted average contractual interest rate from 4.50% to 2.50%, extended loans by a weighted average of 68 months, and provided payment deferrals with weighted average delayed amounts of $8. | |||
The Corporation closely monitors the performance of financial difficulty loan modifications to understand the effectiveness of its efforts. The following tables present the performance of financial difficulty loan modifications in the twelve months following modification.
| June 30, 2026 | ||||
|---|---|---|---|---|
| Current | 30-59 Days Past Due | 90+ Days Past Due | Total | |
| Commercial and industrial loans | $32,911 | $— | $359 | $33,270 |
| Real estate loans: | ||||
| Construction | 1,892 | — | — | 1,892 |
| Commercial real estate, non-owner occupied | 4,044 | 5,093 | 8,656 | 17,793 |
| Commercial real estate, owner occupied | 2,922 | — | — | 2,922 |
| Residential | 1,872 | — | — | 1,872 |
| Home equity | 374 | — | — | 374 |
| Total | $44,015 | $5,093 | $9,015 | $58,123 |
| June 30, 2025 | |||||
|---|---|---|---|---|---|
| Current | 30-59 Days Past Due | 60-89 Days Past Due | 90+ Days Past Due | Total | |
| Commercial and industrial loans | $14,186 | $2,831 | $448 | $501 | $17,966 |
| Agricultural land, production and other loans to farmers | 2,194 | — | — | — | 2,194 |
| Real estate loans: | |||||
| Construction | 6,425 | — | — | — | 6,425 |
| Commercial real estate, non-owner occupied | 58,364 | — | — | — | 58,364 |
| Commercial real estate, owner occupied | 2,153 | — | — | 3,573 | 5,726 |
| Residential | 3,717 | 576 | 412 | 702 | 5,407 |
| Home equity | 138 | — | — | — | 138 |
| Total | $87,177 | $3,407 | $860 | $4,776 | $96,220 |
During the six months ended June 30, 2026 and 2025, there were payment defaults of $9.0 million and $4.8 million, respectively, on loans to borrowers whose loans were modified due to financial difficulties within the previous twelve months. The payment defaults did not materially impact the allowance for credit losses on loans.
Upon the Corporation's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged-off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
Purchased Credit-Deteriorated Loans
The Corporation acquired First Savings on February 1, 2026 and performed an evaluation of the acquired loan portfolio, identifying loans that had more-than-insignificant deterioration in credit quality since origination at the acquisition date. The carrying amount of those loans is shown in the table below:
| First Savings | |
|---|---|
| Purchase price of PCD loans at acquisition | $14,869 |
| CECL Day 1 PCD ACL - loans | 7,067 |
| Par value of acquired PCD loans at acquisition | $21,936 |
Allowance for Credit Losses on Loans
The Allowance for Credit Losses on Loans ("ACL - Loans") is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on loans over the contractual term. The ACL - Loans is adjusted by the provision for credit losses, which is reported in earnings, and reduced by charge-offs for loans, net of recoveries. Provision for credit losses on loans reflects the totality of actions taken on all loans for a particular period including any necessary increases or decreases in the allowance related to changes in credit loss expectations associated with specific loans or pools of loans. Loans are charged-off against the allowance when the uncollectibility of the loan is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
The allowance represents the Corporation’s best estimate of current expected credit losses on loans using relevant available information from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The Current Expected Credit Losses ("CECL") calculation is performed and evaluated quarterly and losses are estimated over the expected life of the loan. The level of the ACL - Loans is believed to be adequate to absorb all expected future losses inherent in the loan portfolio at the measurement date.
In calculating the ACL - Loans, the loan portfolio was pooled into twelve loan segments with similar risk characteristics. Common characteristics include the type or purpose of the loan, underlying collateral and historical/expected credit loss patterns. In developing the loan segments, the Corporation analyzed the degree of correlation in how loans within each portfolio respond when subjected to varying economic conditions and scenarios as well as other portfolio stress factors.
The expected credit losses are measured over the life of each loan segment utilizing the Probability of Default / Loss Given Default methodology combined with economic forecast models to estimate the current expected credit loss inherent in the loan portfolio. This approach is also leveraged to estimate the expected credit losses associated with unfunded loan commitments incorporating expected utilization rates.
The Corporation sub-segmented certain commercial portfolios by risk level and certain consumer portfolios by delinquency status where appropriate. The Corporation utilized a four-quarter reasonable and supportable economic forecast period followed by a six-quarter, straight-line reversion period to the historical macroeconomic mean for the remaining life of the loans. Econometric modeling was performed using historical default rates and a selection of economic forecast scenarios published by Moody’s to develop a range of estimated credit losses for which to
determine the best credit loss estimate within. Macroeconomic factors utilized in the modeling process include the national unemployment rate, BBB US corporate index, commercial real estate price index and the home price index.
The Corporation qualitatively adjusts model results for risk factors that are not inherently considered in the quantitative modeling process, but are nonetheless relevant in assessing the expected credit losses within the loan portfolio. These adjustments may increase or decrease the estimate of expected credit losses based upon the assessed level of risk for each qualitative factor. The various risks that may be considered in making qualitative adjustments include, among other things, the impact of (i) changes in the nature and volume of the loan portfolio, (ii) changes in the existence, growth and effect of any concentrations in credit, (iii) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, charge-offs, and recoveries, (iv) changes in the quality of the credit review function, (v) changes in the experience, ability and depth of lending, investment, collection and other relevant management staff, (vi) changes in the volume and severity of past due financial assets, the volume of the nonaccrual assets, and the volume and severity of adversely classified or graded assets, (vii) the value of underlying collateral for loans that are not collateral dependent, and (viii) other environmental factors such as regulatory, legal and technological considerations, as well as competition and changes in the economic and business conditions that affect the collectability of financial assets.
In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within the loan segments. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific reserve allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The fair value of collateral supporting collateral dependent loans is evaluated on a quarterly basis.
The risk characteristics of the Corporation’s portfolio segments are as follows:
Commercial
Commercial lending is primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the tangible assets being financed such as equipment or real estate or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. Other loans may be unsecured, secured but under-collateralized or otherwise made on the basis of the enterprise value of an organization. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Commercial real estate
Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. The Corporation monitors commercial real estate loans based on collateral and risk grade criteria, as well as the levels of owner-occupied versus non-owner occupied loans.
Construction
Construction loans are underwritten utilizing a combination of tools and techniques including feasibility and market studies, independent appraisals and appraisal reviews, absorption and interest rate sensitivity analysis as well as the financial analysis of the developer and all guarantors. Construction loans are monitored by either in house or third party inspectors limiting advances to a percentage of costs or stabilized project value. These loans frequently involve the disbursement of significant funds with the repayment dependent upon the successful completion and, where necessary, the future stabilization of the project. The predominant inherent risk of this portfolio is associated with the borrower's ability to successfully complete a project on time, within budget and stabilize the project as originally projected.
Consumer and Residential
With respect to residential loans that are secured by 1-4 family residences, which are typically owner occupied, the Corporation generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans, such as small installment loans and certain lines of credit, are unsecured. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers and can also be impacted by changes in property values. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
The ACL - Loans increased $46.0 million from December 31, 2025 to $241.6 million at June 30, 2026. Net charge-offs totaled $3.9 million and $14.2 million during the three and six months ended June 30, 2026, respectively. Provision expense of $33.0 million and $37.9 million was recorded during the three and six months ended June 30, 2026, respectively. The following tables summarize changes in the allowance for credit losses by loan segment for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, 2026 | |||||
|---|---|---|---|---|---|
| Commercial | Commercial Real Estate | Construction | Consumer & Residential | Total | |
| Allowance for credit losses - loans | |||||
| Balances, March 31, 2026 | $106,894 | $56,721 | $6,346 | $42,559 | $212,520 |
| Provision for credit losses - loans | 31,220 | 1,772 | (1,813) | 1,821 | 33,000 |
| Recoveries on loans | 1,269 | 5 | 1 | 1,057 | 2,332 |
| Loans charged off | (1,358) | (3,547) | — | (1,332) | (6,237) |
| Balances, June 30, 2026 | $138,025 | $54,951 | $4,534 | $44,105 | $241,615 |
| Three Months Ended June 30, 2025 | |||||
|---|---|---|---|---|---|
| Commercial | Commercial Real Estate | Construction | Consumer & Residential | Total | |
| Allowance for credit losses - loans | |||||
| Balances, March 31, 2025 | $99,982 | $46,336 | $11,541 | $34,172 | $192,031 |
| Provision for credit losses - loans | (406) | (83) | (2,735) | 8,824 | 5,600 |
| Recoveries on loans | 1,514 | 98 | — | 324 | 1,936 |
| Loans charged off | (2,106) | (74) | (63) | (2,008) | (4,251) |
| Balances, June 30, 2025 | $98,984 | $46,277 | $8,743 | $41,312 | $195,316 |
| Six Months Ended June 30, 2026 | |||||
|---|---|---|---|---|---|
| Commercial | Commercial Real Estate | Construction | Consumer & Residential | Total | |
| Allowance for credit losses - loans | |||||
| Balances, December 31, 2025 | $104,435 | $45,541 | $5,470 | $40,151 | $195,597 |
| Provision for credit losses - loans | 38,384 | 4,346 | (2,141) | (2,689) | 37,900 |
| CECL Day 1 PSL ACL - loans | 2,293 | 5,357 | 562 | 7,000 | 15,212 |
| CECL Day 1 PCD ACL - loans | 2,488 | 3,368 | 641 | 570 | 7,067 |
| Recoveries on loans | 1,656 | 80 | 2 | 1,517 | 3,255 |
| Loans charged off | (11,231) | (3,741) | — | (2,444) | (17,416) |
| Balances, June 30, 2026 | $138,025 | $54,951 | $4,534 | $44,105 | $241,615 |
| Six Months Ended June 30, 2025 | |||||
|---|---|---|---|---|---|
| Commercial | Commercial Real Estate | Construction | Consumer & Residential | Total | |
| Allowance for credit losses - loans | |||||
| Balances, December 31, 2024 | $94,757 | $51,099 | $9,784 | $37,117 | $192,757 |
| Provision for credit losses - loans | 8,748 | (4,450) | (978) | 6,480 | 9,800 |
| Recoveries on loans | 2,452 | 103 | — | 637 | 3,192 |
| Loans charged off | (6,973) | (475) | (63) | (2,922) | (10,433) |
| Balances, June 30, 2025 | $98,984 | $46,277 | $8,743 | $41,312 | $195,316 |
Off-Balance Sheet Arrangements, Commitments And Contingencies
In the normal course of business, the Corporation has entered into off-balance sheet financial instruments which include commitments to extend credit and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial customers that use lines of credit to supplement their treasury management functions, and thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing for their cash flows. Other typical lines of credit are related to home equity loans granted to customers. Commitments to extend credit generally have fixed expiration dates or other termination clauses that may require a fee.
Standby letters of credit are generally issued on behalf of an applicant (the Corporation’s customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms oftwo years or less unless terminated beforehand due to criteria specified in the standby letter of credit. The standby letter of credit would permit the beneficiary to obtain payment from the Corporation under certain prescribed circumstances. Subsequently, the Corporation would seek reimbursement from the applicant pursuant to the terms of the standby letter of credit.
The Corporation typically follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer’s creditworthiness is typically evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management’s credit evaluation of the customer. Collateral held varies but may include cash, real estate, marketable securities, accounts receivable, inventory, equipment and personal property. The contractual amounts of these commitments are not reflected in the consolidated financial statements and only amounts drawn upon would be reflected in the future. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should the Corporation’s customers default on their resulting obligation to the Corporation, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments.
Financial instruments with off-balance sheet risk were as follows:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Amounts of commitments: | ||
| Loan commitments to extend credit | $5,971,657 | $5,586,510 |
| Standby letters of credit | $93,827 | $73,997 |
The Corporation maintains an accrual for credit losses on off-balance sheet commitments using the CECL methodology. There wasno additional allowance for credit losses associated with off-balance sheet commitments during the three months ended June 30, 2026. The First Savings acquisition added $0.5 million of Day 1 allowance for credit losses associated with off-balance sheet commitments during the six months ended June 30, 2026. There wasno provision for credit losses on unfunded commitments during the three and six months ended June 30, 2025. This reserve level remains appropriate and is reported in "Other liabilities" as of June 30, 2026 and December 31, 2025 in the Consolidated Condensed Balance Sheets.
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| Balance, beginning of period | $18,500 | $18,000 | $18,000 | $18,000 |
| Day 1 allowance for credit losses - unfunded commitments | — | — | 500 | — |
| Balance, end of period | $18,500 | $18,000 | $18,500 | $18,000 |
Loans Held for Sale
Loans held for sale at June 30, 2026 and December 31, 2025, were $77.9 million and $20.1 million, respectively. The increase in the loans held for sale balance is due to the First Savings acquisition. In March 2026, management approved a plan to sell a pool of performing residential mortgage loans with a principal balance totaling $357.0 million. At the time of the decision, all loans included in the pool were current and performing in accordance with their contractual terms. As a result of the decision to sell, the loan pool was reclassified from held for investment to held for sale and the Corporation recognized a $29.8 million loss during the first quarter. During the second quarter of 2026, the Corporation sold $271.1 million of mortgage loans and transferred $47.1 million of mortgage loans back to held for investment, as those loans were no longer expected to be sold.
NOTE 5
GOODWILL AND OTHER INTANGIBLES
Goodwill is recorded on the acquisition date of an entity. The Corporation has up to one year after the acquisition date, the measurement period, to record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date. The First Savings acquisition on February 1, 2026 resulted in $76.2 million of goodwill. Details regarding the First Savings acquisition are discussed in NOTE 2. ACQUISITIONS of these Notes to Consolidated Condensed Financial Statements. The changes in carrying basis of goodwill are noted below.
| 2026 | 2025 | |
|---|---|---|
| Balance, January 1 | $712,002 | $712,002 |
| Goodwill acquired | 76,184 | — |
| Balance, June 30 | $788,186 | $712,002 |
Core deposit intangibles and other intangibles are recorded on the acquisition date of an entity. The Corporation has up to one year after the acquisition date, the measurement period, to record subsequent adjustments to these intangibles for provisional amounts recorded at the acquisition date. The First Savings acquisition resulted in recognition of a $29.4 million core deposit intangible and $0.8 million of other intangibles related to non-compete agreements. Details regarding the First Savings acquisition are discussed in NOTE 2. ACQUISITIONS of these Notes to Consolidated Condensed Financial Statements. The carrying basis and accumulated amortization of recognized core deposit intangibles and other intangibles are noted below.
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Gross carrying amount | $153,465 | $123,285 |
| Accumulated amortization | (114,493) | (109,485) |
| Total core deposit and other intangibles | $38,972 | $13,800 |
The core deposit intangibles and other intangibles are being amortized primarily on an accelerated basis over their estimated useful lives, ranging fromone toten years. Intangible amortization expense for the three and six months ended June 30, 2026 was $2.7 million and $5.0 million, respectively. This compared to $1.5 million and $3.0 million, respectively, for the same periods in 2025. Estimated future amortization expense is summarized as follows:
| Amortization Expense | |
|---|---|
| 2026 | $5,205 |
| 2027 | 8,862 |
| 2028 | 7,167 |
| 2029 | 4,918 |
| 2030 | 4,053 |
| After 2030 | 8,767 |
| $38,972 | |
NOTE 6
DERIVATIVE FINANCIAL INSTRUMENTS
Non-designated Hedges
Derivatives not designated as hedges are not used for speculative purposes. Instead, they arise from services provided to commercial banking customers as part of their risk management strategies. The Corporation executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Corporation executes with a third party, such that the Corporation minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
Interest rate lock commitments related to mortgage loans and forward sale commitments to third-party investors are also considered derivatives. It is the Corporation's practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge relationships. Fair values were estimated using observable market inputs, primarily changes in mortgage interest rates, from the date of the commitment to the reporting date. Changes in the fair value of these mortgage banking derivatives are included in "Net gains and fees on sales of loans" in the Consolidated Condensed Statements of Income.
The table below presents the fair value of the Corporation’s non-designated hedges, as well as their classification on the Consolidated Condensed Balance Sheets, as of June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Notional Amount | Fair Value | Notional Amount | Fair Value | |
| Included in other assets: | ||||
| Interest rate swaps | $1,526,758 | $48,573 | $1,529,421 | $47,850 |
| Forward contracts related to mortgage loans to be delivered for sale | 44,685 | 742 | 15,217 | 422 |
| Interest rate lock commitments | 37,362 | 241 | 26,595 | 196 |
| Included in other assets | $1,608,805 | $49,556 | $1,571,233 | $48,468 |
| Included in other liabilities: | ||||
| Interest rate swaps | $1,643,997 | $48,529 | $1,668,136 | $47,879 |
| Forward contracts related to mortgage loans to be delivered for sale | 39,000 | 171 | 25,000 | 99 |
| Interest rate lock commitments | 19,547 | 56 | 2,246 | 2 |
| Included in other liabilities | $1,702,544 | $48,756 | $1,695,382 | $47,980 |
In the normal course of business, the Corporation may decide to settle a forward contract rather than fulfill the contract. Cash received or paid in this settlement manner is included in "Net gains and fees on sales of loans" in the Consolidated Condensed Statements of Income and is considered a cost of executing a forward contract. The amount of gain (loss) recognized into income related to non-designated hedging instruments is included in the tables below for the periods indicated.
| Derivatives Not Designated asHedging Instruments under FASB ASC 815-10 · Location of Gain (Loss)Recognized in Income onDerivative · Amount of Gain (Loss)Recognized into Income onDerivatives | |||
|---|---|---|---|
| Three Months Ended June 30, 2026 · Three Months Ended June 30, 2025 | |||
| Forward contracts related to mortgage loans to be delivered for sale | Net gains and fees on sales of loans | $133 | $306 |
| Interest rate lock commitments | Net gains and fees on sales of loans | 256 | 18 |
| Total net gain recognized in income | $389 | $324 | |
| Derivatives Not Designated asHedging Instruments under FASB ASC 815-10 · Location of Gain (Loss)Recognized in Income onDerivative · Amount of Gain (Loss)Recognized into Income onDerivatives | |||
|---|---|---|---|
| Six Months Ended June 30, 2026 · Six Months Ended June 30, 2025 | |||
| Forward contracts related to mortgage loans to be delivered for sale | Net gains and fees on sales of loans | $798 | $74 |
| Interest rate lock commitments | Net gains and fees on sales of loans | (9) | 219 |
| Total net gain recognized in income | $789 | $293 | |
The Corporation’s exposure to credit risk occurs because of nonperformance by its counterparties. The counterparties approved by the Corporation are usually financial institutions, which are well capitalized and have credit ratings through Moody’s and/or Standard & Poor’s at or above investment grade. The Corporation’s mitigation of such risk is through quarterly financial reviews, comparing mark-to-market values with policy limitations, credit ratings and collateral pledging.
Credit-Risk-Related Contingent Features
The Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well or adequately capitalized institution, then the Corporation could be required to terminate or fully collateralize all outstanding derivative contracts. Additionally, the Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. As of June 30, 2026, the termination value of derivatives in a net liability position related to these agreements was $3.8 million, and the Corporation had pledged$0.1 million of collateral pledged to counterparties as of that date. While the Corporation did not breach any of these provisions as of June 30, 2026, if it had, the Corporation could have been required to settle its obligations under the agreements at their termination value.
NOTE 7
FAIR VALUES OF FINANCIAL INSTRUMENTS
The Corporation uses fair value measurements to adjust certain assets and liabilities and to provide fair value disclosures. ASC 820 defines fair value, establishes a framework for measuring it and expands related disclosure requirements. It applies only when other accounting guidance requires or permits fair value measurement and does not expand its use to new circumstances.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It represents an exit price at the measurement date. Market participants are buyers and sellers, who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured. The Corporation values its assets and liabilities in the principal market where it sells the asset or transfers the liability with the greatest volume and level of activity. If no principal market exists, valuation is based on the most advantageous market — one that maximizes the asset’s sale price or minimizes the liability’s transfer cost.
Valuation inputs reflect assumptions that market participants would use to price an asset or liability. These inputs are categorized as either observable or unobservable. Observable inputs are based on market data from independent sources and reflect assumptions market participants would use. Unobservable inputs are derived from the Corporation’s own estimates, reflecting assumptions market participants might use when market data is not available. These rely on the best available information at the measurement date.
Inputs are ranked within a three-level fair value hierarchy. Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are based on one or more of the following: quoted prices for similar assets, observable inputs such as interest rates or yield curves, or inputs corroborated by market data. Level 3 inputs are unobservable and reflect minimal market activity.
An input is considered significant if it contributes 10 percent or more to the total fair value of the asset or liability.
RECURRING AND NONRECURRING FAIR VALUE MEASUREMENTS
Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly — such as daily, weekly, monthly, or quarterly. Recurring valuation occurs at least on the measurement date. Assets and liabilities are considered to be measured at fair value on a nonrecurring basis if the fair value measurement is not performed regularly and does not necessarily result in a change to the recorded balance sheet amount. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets or liabilities to be assessed for impairment and recorded at the lower of cost or fair value. The fair value of assets or liabilities transferred in or out of Level 3 is measured on the transfer date, with any additional changes in fair value subsequent to the transfer considered to be realized or unrealized gains or losses.
Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the
accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Investment Securities
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. As of June 30, 2026, and December 31, 2025 the Corporation did not hold any Level 1 securities. Where significant observable inputs, other than Level 1 quoted prices, are available, securities are classified within Level 2 of the valuation hierarchy. Level 2 securities include U.S. Government-sponsored agency and mortgage-backed securities, state and municipal securities, foreign investment and corporate obligations. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include state and municipal securities and corporate obligations. Fair values for Level 3 securities were determined using discounted cash flow models that incorporated market estimates of interest rates and volatility in markets that have not been active.
Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. Any investment security not valued based upon the methods above are considered Level 3.
Loans Held for Sale
Loans held for sale are carried at the lower of amortized cost basis or fair value, determined at the individual loan level, and are intended for sale in the secondary market. Certain loans classified as held for sale continue to be carried at amortized cost as their cost basis does not exceed fair value and, accordingly, are not included in the fair value measurement disclosures below.
Loans held for sale that are written down to fair value, including loans reclassified from held for investment when management commits to a plan to sell, are measured at fair value on a recurring basis and are included within Level 2 of the fair value hierarchy. Fair value is determined using observable market‑based inputs, including pricing obtained from third‑party investors for similar residential mortgage loans, adjusted for loan‑specific characteristics such as coupon, term, credit quality, and expected execution costs. Quoted prices for identical instruments in active markets are generally not available for these loans.
Loans held for sale that are carried at amortized cost are not subject to recurring fair value measurement and are therefore excluded from the tables presenting assets and liabilities measured at fair value.
Derivative Financial Agreements
See information regarding the Corporation’s derivative financial agreements in NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS of these Notes to Consolidated Condensed Financial Statements.
The following tables present the fair value measurements of assets and liabilities measured at fair value in the accompanying balance sheets on a recurring basis, along with their classification within the fair value hierarchy as of June 30, 2026, and December 31, 2025.
| Fair Value Measurements Using: | ||||
|---|---|---|---|---|
| June 30, 2026 | Fair Value | Quoted Prices in Active Markets for Identical Assets(Level 1) | Significant OtherObservable Inputs(Level 2) | SignificantUnobservableInputs(Level 3) |
| Available for sale securities: | ||||
| U.S. Government-sponsored agency securities | $71,739 | $— | $71,739 | $— |
| State and municipal | 893,132 | — | 890,711 | 2,421 |
| U.S. Government-sponsored mortgage-backed securities | 410,219 | — | 410,219 | — |
| Foreign investment | 1,500 | — | 1,500 | — |
| Corporate obligations | 7,802 | — | 7,771 | 31 |
| Derivative assets | 49,556 | — | 49,556 | — |
| Derivative liabilities | 48,756 | — | 48,756 | — |
| Fair Value Measurements Using: | ||||
|---|---|---|---|---|
| December 31, 2025 | Fair Value | Quoted Prices inActive Markets forIdentical Assets(Level 1) | Significant Other Observable Inputs(Level 2) | SignificantUnobservableInputs(Level 3) |
| Available for sale securities: | ||||
| U.S. Government-sponsored agency securities | $76,099 | $— | $76,099 | $— |
| State and municipal | 902,294 | — | 900,339 | 1,955 |
| U.S. Government-sponsored mortgage-backed securities | 419,510 | — | 419,510 | — |
| Foreign investment | 1,500 | — | 1,500 | — |
| Corporate obligations | 7,699 | — | 7,668 | 31 |
| Derivative assets | 48,468 | — | 48,468 | — |
| Derivative liabilities | 47,980 | — | 47,980 | — |
Level 3 Reconciliation
The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying
balance sheets using significant unobservable Level 3 inputs for the three and six months ended June 30, 2026 and 2025.
| Available for Sale Securities | ||||
|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |
| Balance, beginning of period | $2,419 | $2,182 | $1,986 | $2,416 |
| Assets acquired in a business combination | — | — | 660 | — |
| Included in other comprehensive income (loss) | 35 | 16 | 44 | 9 |
| Principal payments | (2) | (2) | (238) | (229) |
| Balance, end of period | $2,452 | $2,196 | $2,452 | $2,196 |
There were no gains or losses included in earnings that were attributable to the changes in unrealized gains or losses related to assets or
liabilities held at June 30, 2026 or December 31, 2025.
Transfers Between Levels
There were no transfers in or out of Level 3 during the three and six months ended June 30, 2026 and 2025.
Nonrecurring Measurements
Following is a description of valuation methodologies used for instruments measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy at June 30, 2026, and December 31, 2025.
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| June 30, 2026 | Fair Value | Quoted Prices inActive Markets forIdentical Assets(Level 1) | Significant OtherObservableInputs(Level 2) | Significant UnobservableInputs(Level 3) |
| Collateral dependent loans | $55,408 | $— | $— | $55,408 |
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| December 31, 2025 | Fair Value | Quoted Prices inActive Markets forIdentical Assets(Level 1) | Significant OtherObservable Inputs(Level 2) | Significant UnobservableInputs(Level 3) |
| Collateral dependent loans | $65,302 | $— | $— | $65,302 |
Collateral Dependent Loans
Determining fair value for collateral dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor, which includes selling costs if applicable, to the value. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and/or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.
Unobservable (Level 3) Inputs
The following tables present quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at June 30, 2026 and December 31, 2025.
| June 30, 2026 | Fair Value | Valuation Technique | Unobservable Inputs | Range (Weighted-Average) |
|---|---|---|---|---|
| State and municipal securities | $2,421 | Discounted cash flow | Maturity/Call date | 1 month to 5 years |
| US Muni BQ curve · BBB | ||||
| Discount rate | 3.2% - 5.1% | |||
| Weighted-average coupon | 3.8% | |||
| Corporate obligations | $31 | Discounted cash flow | Risk free rate | 3 month CME Term SOFR plus 26bps |
| plus premium for illiquidity (basis points) · plus 200bps | ||||
| Weighted-average coupon | 0% | |||
| Collateral dependent loans | $55,408 | Collateral based measurements | Discount to reflect current market conditions and ultimate collectability | 0% - 90% |
| Weighted-average discount by loan balance | 24.2% | |||
| December 31, 2025 | Fair Value | Valuation Technique | Unobservable Inputs | Range (Weighted-Average) |
|---|---|---|---|---|
| State and municipal securities | $1,955 | Discounted cash flow | Maturity/Call date | 1 month to 5 years |
| US Muni BQ curve · BBB | ||||
| Discount rate | 3.6% - 5.7% | |||
| Weighted-average coupon | 3.6% | |||
| Corporate obligations and U.S. Government-sponsored mortgage-backed securities | $31 | Discounted cash flow | Risk free rate | 3 month CME TermSOFR plus 26bps |
| plus premium for illiquidity (basis points) · plus 200bps | ||||
| Weighted-average coupon | 0% | |||
| Collateral dependent loans | $65,302 | Collateral based measurements | Discount to reflect current market conditions and ultimate collectability | 1% - 16% |
| Weighted-average discount by loan balance | 1.5% | |||
The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.
State and Municipal Securities and Corporate Obligations
The significant unobservable inputs used in the fair value measurement of the Corporation's state and municipal securities and corporate obligations are premiums for unrated securities and marketability discounts. Significant increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, changes in either of those inputs will not affect the other input.
Collateral Dependent Loans
The Corporation's loans that are deemed collateral dependent are valued using the fair value of the underlying collateral. Collateral values are generally based on current appraisals, broker price opinions, or internally developed valuations and may be adjusted to reflect management's assumptions regarding market conditions, disposition costs, and the estimated realizable value of the collateral.
Fair Value of Financial Instruments
The following tables present estimated fair values of the Corporation’s financial instruments not carried at fair value and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2026 and December 31, 2025.
| Quoted Prices in Active Marketsfor IdenticalAssets · SignificantOtherObservableInputs · Significant UnobservableInputs | |||||
|---|---|---|---|---|---|
| Carrying Amount | (Level 1) | (Level 2) | (Level 3) | Total Fair Value | |
| Assets: | |||||
| Cash and due from banks | $86,665 | $86,665 | $— | $— | $86,665 |
| Interest-bearing deposits | 529,432 | 529,432 | — | — | 529,432 |
| Investment securities held to maturity, net of allowance for credit losses | 1,907,684 | — | 1,650,805 | 3,138 | 1,653,943 |
| Loans held for sale | 77,880 | — | 77,880 | — | 77,880 |
| Net loans | 15,289,122 | — | — | 15,352,936 | 15,352,936 |
| Federal Home Loan Bank stock | 70,818 | — | 70,818 | — | 70,818 |
| Interest receivable | 101,927 | — | 101,927 | — | 101,927 |
| Liabilities: | |||||
| Deposits | $16,753,381 | $14,614,077 | $2,131,657 | $— | $16,745,734 |
| Borrowings: | |||||
| Securities sold under repurchase agreements | 103,340 | — | 103,333 | — | 103,333 |
| Federal Home Loan Bank advances | 1,414,059 | — | 1,411,741 | — | 1,411,741 |
| Subordinated debentures and other borrowings | 86,350 | — | 79,438 | — | 79,438 |
| Interest payable | 17,491 | — | 17,491 | — | 17,491 |
| Quoted Prices in Active Marketsfor IdenticalAssets · SignificantOtherObservableInputs · Significant UnobservableInputs | |||||
|---|---|---|---|---|---|
| Carrying Amount | (Level 1) | (Level 2) | (Level 3) | Total Fair Value | |
| Assets: | |||||
| Cash and due from banks | $84,158 | $84,158 | $— | $— | $84,158 |
| Interest-bearing deposits | 196,300 | 196,300 | — | — | 196,300 |
| Investment securities held to maturity, net of allowance for credit losses | 1,971,539 | — | 1,713,872 | 4,415 | 1,718,287 |
| Loans held for sale | 20,079 | — | 20,079 | — | 20,079 |
| Net loans | 13,596,110 | — | — | 13,498,304 | 13,498,304 |
| Federal Home Loan Bank stock | 47,245 | — | 47,245 | — | 47,245 |
| Interest receivable | 93,374 | — | 93,374 | — | 93,374 |
| Liabilities: | |||||
| Deposits | $15,294,855 | $13,252,258 | $2,042,782 | $— | $15,295,040 |
| Borrowings: | |||||
| Federal funds purchased | 40,000 | — | 40,000 | — | 40,000 |
| Securities sold under repurchase agreements | 103,755 | — | 103,747 | — | 103,747 |
| Federal Home Loan Bank advances | 798,549 | — | 803,396 | — | 803,396 |
| Subordinated debentures and other borrowings | 57,630 | — | 53,982 | — | 53,982 |
| Interest payable | 18,235 | — | 18,235 | — | 18,235 |
NOTE 8
QUALIFIED AFFORDABLE HOUSING INVESTMENTS
The Corporation has investments in various limited partnerships that sponsor affordable housing projects. The purpose of these investments is to earn an adequate return on capital through the receipt of low income housing tax credits and to assist the Corporation in achieving goals associated with the Community Reinvestment Act ("CRA"). These investments are included in other assets on the Consolidated Condensed Balance Sheets, with any unfunded commitments included in other liabilities. The investments are amortized as a component of income tax expense.
The following table summarizes the Corporation’s affordable housing investments as of June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Investment Type | Investment | Unfunded Commitment | Investment | Unfunded Commitment |
| LIHTC | $206,759 | $118,854 | $178,380 | $109,214 |
The following table summarizes the amortization expense and tax credits recognized for the Corporation’s affordable housing investments for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Amortization expense | $5,110 | $4,100 | $10,107 | $8,121 |
| Tax credits recognized | 6,350 | 5,017 | 12,551 | 9,939 |
NOTE 9
BORROWINGS
The following table summarizes the Corporation’s borrowings as of June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Federal funds purchased | $— | $40,000 |
| Securities sold under repurchase agreements | 103,340 | 103,755 |
| Federal Home Loan Bank advances | 1,414,059 | 798,549 |
| Subordinated debentures and other borrowings | 86,350 | 57,630 |
| Total borrowings | $1,603,749 | $999,934 |
Securities sold under repurchase agreements consist of obligations of the Bank to other parties and are secured by U.S. Government-sponsored enterprise obligations. The maximum amount of outstanding agreements at any month-end during the six months ended June 30, 2026 and 2025 totaled $120.3 million and $169.1 million, respectively, and the average balance of such agreements totaled $110.2 million and $141.7 million during the same period of 2026 and 2025, respectively.
The following table presents the collateral pledged for repurchase agreements accounted for as secured borrowings as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | |||||
|---|---|---|---|---|---|
| Remaining Contractual Maturity of the Agreements | |||||
| Overnight and Continuous | Up to 30 Days | 30-90 Days | Greater Than 90 Days | Total | |
| U.S. Government-sponsored mortgage-backed securities | $103,340 | $— | $— | $— | $103,340 |
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Remaining Contractual Maturity of the Agreements | |||||
| Overnight and Continuous | Up to 30 Days | 30-90 Days | Greater Than 90 Days | Total | |
| U.S. Government-sponsored mortgage-backed securities | $103,755 | $— | $— | $— | $103,755 |
Contractual maturities of borrowings as of June 30, 2026, are as follows:
| Maturities in Years Ending December 31: | Securities SoldUnder Repurchase Agreements | Federal HomeLoan BankAdvances | SubordinatedDebentures andOther Borrowings |
|---|---|---|---|
| 2026 | $103,340 | $560,019 | $1,061 |
| 2027 | — | 320,000 | — |
| 2028 | — | 240,000 | — |
| 2029 | — | 50,000 | — |
| 2030 | — | — | — |
| 2031 and after | — | 244,040 | 89,181 |
| ASC 805 fair value adjustments at acquisition | — | — | (3,892) |
| $103,340 | $1,414,059 | $86,350 |
At June 30, 2026, the outstanding Federal Home Loan Bank ("FHLB") advances had interest rates from 0 percent to 4.56 percent and are subject to restrictions or penalties in the event of prepayment. The total available remaining borrowing capacity from the FHLB at June 30, 2026, was $749.3 million. As of June 30, 2026, the Corporation had $410.0 million of putable advances with the FHLB.
Subordinated Debentures and Other Borrowings. As of June 30, 2026 and December 31, 2025, subordinated debentures and other borrowings totaled $86.4 million and $57.6 million, respectively.
First Merchants Capital Trust II (“FMC Trust II”). At June 30, 2026 and December 31, 2025, the Corporation had $41.7 million of subordinated debentures issued to FMC Trust II, a wholly-owned statutory business trust. FMC Trust II was formed in July 2007 for purposes of issuing trust preferred securities to investors. At that time, it simultaneously issued and sold its common securities to the Corporation, which constituted all of the issued and outstanding common securities of FMC Trust II. The subordinated debentures, which were purchased with the proceeds of the sale of the trust’s capital securities, are the sole assets of FMC Trust II and are fully and unconditionally guaranteed by the Corporation. As of June 30, 2026 and December 31, 2025, the subordinated debentures and trust preferred securities bear interest at a variable rate equal to the three-month CME Term Secured Overnight Financing Rate published by the Chicago Mercantile Exchange Group ("CME Term SOFR"), plus the 0.26161 percent spread adjustment. The interest rates at June 30, 2026 and December 31, 2025 were 5.49 percent and 5.54 percent, respectively. The trust preferred securities are currently redeemable at par and without penalty, subject to the Corporation having first redeemed the related subordinated debentures, with the prior approval of the Board of Governors of the Federal Reserve System ("Federal Reserve") if then required under applicable capital guidelines or policies. The trust preferred securities and the subordinated debentures of FMC Trust II will mature on September 15, 2037. The Corporation continues to hold all outstanding common securities of FMC Trust II.
Ameriana Capital Trust I. At June 30, 2026 and December 31, 2025, the Corporation had $10.3 million of subordinated debentures issued to Ameriana Capital Trust I. On December 31, 2015, the Corporation acquired Ameriana Capital Trust I in conjunction with its acquisition of Ameriana Bancorp, Inc. With a trust preferred structure substantially similar to that described above for FMC Trust II, the subordinated debentures held by Ameriana Capital Trust I were purchased with the proceeds of the sale of the trust’s capital securities. As of June 30, 2026 and December 31, 2025, the subordinated debentures and trust preferred securities bear interest at a variable rate equal to the three-month CME Term SOFR, plus the 0.26161 percent spread adjustment. The interest rates at June 30, 2026 and December 31, 2025 were 5.43 percent and 5.48 percent, respectively. The trust preferred securities of Ameriana Capital Trust I are currently redeemable at par and without penalty, subject to the Corporation having first redeemed the related subordinated debentures, with the prior approval of the Federal Reserve if then required under applicable capital guidelines or policies. The trust preferred securities and the subordinated debentures of Ameriana Capital Trust I will mature in March 2036. The Corporation continues to hold all of the outstanding common securities of Ameriana Capital Trust I.
First Savings Subordinated Notes. On February 1, 2026, the Corporation assumed certain subordinated notes in conjunction with its acquisition of First Savings. The subordinated notes assumed in the acquisition had an outstanding principal balance of $29.0 million at acquisition and were originally issued on March 18, 2022. The notes have a fixed interest rate of 4.50 percent per annum, payable semiannually through March 30, 2027. The notes have a floating interest rate equal to the three-month CME Term SOFR plus 2.76 percent, payable quarterly, after March 30, 2027 through maturity. The notes mature on March 30, 2032, and the Corporation has the option to redeem any or all of the subordinated notes without premium or penalty any time after March 30, 2027 or upon the occurrence of a Tier 2 capital event or tax event.
Other Borrowings. On April 1, 2022, the Corporation acquired a secured borrowing in conjunction with its acquisition of Level One. The secured borrowing related to a certain loan participation sold by Level One that did not qualify for sales treatment. The secured borrowing bears a fixed rate of 1.00 percent and had a balance of $1.1 million as of June 30, 2026 and December 31, 2025. During the third quarter of 2023, the Corporation acquired a secured borrowing in conjunction with the purchase of the Indianapolis regional headquarters building. The secured borrowing bears a fixed interest rate of 3.41 percent, has a maturity date of March 2035, and had a balance of $6.9 million and $7.0 million as of June 30, 2026 and December 31, 2025, respectively.
Line of Credit. As of June 30, 2026 and December 31, 2025, there wasno outstanding balance on the line of credit.
U.S. Bank, N.A. On September 30, 2024, the Corporation entered into a Credit Agreement with U.S. Bank, N.A. Under the terms of the Credit Agreement, U.S. Bank, N.A. has provided the Corporation with a revolving line of credit ("Credit Facility") of up to $75.0 million. The outstanding principal balance under the Credit Facility bears interest at a variable rate equal to the one-month CME Term SOFR rate plus 2.25 percent. Interest on the outstanding balance is payable quarterly. Additionally, the Corporation is subject to a non-refundable facility fee equal to 0.40 percent per annum on the average daily unused amount of the Credit Facility, payable quarterly. The Credit Agreement contains customary representations, warranties and covenants. During the third quarter of 2025, the Corporation amended the Credit Facility to extend the termination date from September 30, 2025 to September 29, 2026. As of June 30, 2026 and December 31, 2025, the Corporation's outstanding principal balance under the Credit Facility waszero and the Corporation was in compliance with all covenants.
NOTE 10
ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table summarizes the changes in the balances of each component of accumulated other comprehensive loss, net of tax, as of June 30, 2026 and 2025.
| Accumulated Other Comprehensive Loss | |||
|---|---|---|---|
| Unrealized Gains (Losses) on Securities Available for Sale | Unrealized Gains (Losses) on Defined Benefit Plans | Total | |
| Balance at December 31, 2025 | $(131,902) | $1,767 | $(130,135) |
| Other comprehensive loss before reclassifications | (3,458) | — | (3,458) |
| Amounts reclassified from accumulated other comprehensive loss | — | — | — |
| Period change | (3,458) | — | (3,458) |
| Balance at June 30, 2026 | $(135,360) | $1,767 | $(133,593) |
| Balance at December 31, 2024 | $(188,412) | $(273) | $(188,685) |
| Other comprehensive loss before reclassifications | (1,296) | — | (1,296) |
| Amounts reclassified from accumulated other comprehensive loss | 6 | — | 6 |
| Period change | (1,290) | — | (1,290) |
| Balance at June 30, 2025 | $(189,702) | $(273) | $(189,975) |
The following tables present the reclassification adjustments out of accumulated other comprehensive loss that were included in net income in the Consolidated Condensed Statements of Income for the three and six months ended June 30, 2026 and 2025.
| Amounts Reclassified from Accumulated Other Comprehensive Loss For the Three Months Ended June 30, | |||
|---|---|---|---|
| Details about Accumulated Other Comprehensive Loss Components | 2026 | 2025 | Affected Line Item in the Statements of Income |
| Unrealized gains (losses) on available for sale securities (1) | |||
| Realized securities losses reclassified into income | $— | $(1) | Noninterest income - net realized losses on sales of available for sale securities |
| Related income tax benefit (expense) | — | — | Income tax expense |
| Total reclassifications for the period, net of tax | $— | $(1) | |
| Amounts Reclassified from Accumulated Other Comprehensive Loss For the Six Months Ended June 30, | |||
|---|---|---|---|
| Details about Accumulated Other Comprehensive Loss Components | 2026 | 2025 | Affected Line Item in the Statements of Income |
| Unrealized gains (losses) on available for sale securities (1) | |||
| Realized securities losses reclassified into income | $— | $(8) | Noninterest income - net realized losses on sales of available for sale securities |
| Related income tax benefit (expense) | — | 2 | Income tax expense |
| Total reclassifications for the period, net of tax | $— | $(6) | |
(1)For additional detail related to unrealized gains (losses) on available for sale securities and related amounts reclassified from accumulated other comprehensive loss see NOTE 3. INVESTMENT SECURITIES of these Notes to Consolidated Condensed Financial Statements.
NOTE 11
SHARE-BASED COMPENSATION
Stock options and Restricted Stock Awards ("RSAs") have been issued to directors, officers and other management employees under the Corporation's 2024 Long-term Equity Incentive Plan, the 2019 Long-term Equity Incentive Plan, the Level One Bancorp, Inc. 2007 Stock Option Plan and the Equity Compensation Plan for Non-Employee Directors. The stock options, which have aten year life, become 100 percent vested based on time ranging fromone year totwo years and are fully exercisable when vested. Option exercise prices equal the Corporation's common stock closing price on Nasdaq on the date of grant. The RSAs issued to employees and non-employee directors provide for the issuance of shares of the Corporation's common stock at no cost to the holder and generally vest after three years. The RSAs vest only if the employee is actively employed by the Corporation on the vesting date. For non-employee directors, the RSAs vest only if the non-employee director remains as an active board member on the vesting date. The RSAs for employees and non-employee directors are either immediately vested at retirement, disability or death, or continue to vest after retirement, disability or death, depending on the plan under which the shares were granted.
The Corporation’s 2024 Employee Stock Purchase Plan ("ESPP") provides eligible employees of the Corporation an opportunity to purchase shares of common stock of the Corporation through quarterly offerings financed by payroll deductions. The price of the stock to be paid by the employees shall be equal to 85 percent of the average of the closing price of the Corporation’s common stock on each trading day during the offering period. However, in no event shall such purchase price be less than the lesser of an amount equal to 85 percent of the market price of the Corporation’s stock on the offering date or an amount equal to 85 percent of the market value on the date of purchase. Common stock purchases are made quarterly and are paid through advance payroll deductions up to a calendar year maximum of $25,000.
Compensation expense related to unvested share-based awards is recorded by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards, with no change in historical reported fair values and earnings. Awards are valued at fair value in accordance with provisions of share-based compensation guidance and are recognized on a straight-line basis over the service periods of each award. To complete the exercise of vested stock options, RSAs and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool. Share-based compensation has been recognized as a component of salaries and employee benefits expense in the accompanying Consolidated Condensed Statements of Income.
The following table summarizes the components of the Corporation's share-based compensation awards recorded as an expense and the income tax benefit of such awards.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Stock and ESPP Options | ||||
| Pre-tax compensation expense | $29 | $27 | $56 | $54 |
| Income tax expense (benefit) | — | — | (23) | — |
| Stock and ESPP option expense, net of income taxes | $29 | $27 | $33 | $54 |
| Restricted Stock Awards | ||||
| Pre-tax compensation expense | $1,822 | $1,540 | $3,478 | $3,108 |
| Income tax expense (benefit) | (430) | (307) | (794) | (635) |
| Restricted stock awards expense, net of income taxes | $1,392 | $1,233 | $2,684 | $2,473 |
| Total Share-Based Compensation | ||||
| Pre-tax compensation expense | $1,851 | $1,567 | $3,534 | $3,162 |
| Income tax expense (benefit) | (430) | (307) | (817) | (635) |
| Total share-based compensation expense, net of income taxes | $1,421 | $1,260 | $2,717 | $2,527 |
The grant date fair value of ESPP options was estimated to be approximately $30,000 at the beginning of the April 1, 2026 quarterly offering period. The ESPP shares were purchased and issued during the three months ended June 30, 2026, resulting inno unrecognized compensation expense related to ESPP options at June 30, 2026.
Stock option activity under the Corporation's stock option plans as of June 30, 2026 and changes during the six months ended June 30, 2026, were as follows:
| Number ofShares | Weighted-Average Exercise Price | Weighted Average RemainingContractual Term(in Years) | AggregateIntrinsicValue | |
|---|---|---|---|---|
| Outstanding at January 1, 2026 | 19,524 | $23.86 | ||
| Exercised | (19,524) | $23.86 | ||
| Outstanding at June 30, 2026 | — | $— | 0.00 | $— |
| Vested and Expected to Vest at June 30, 2026 | — | $— | 0.00 | $— |
| Exercisable at June 30, 2026 | — | $— | 0.00 | $— |
Cash receipts from stock options exercised during the six months ended June 30, 2026 and 2025 were $465,000 and $237,000, respectively. No options remain outstanding as of June 30, 2026.
The following table summarizes changes in unvested RSAs for the six months ended June 30, 2026.
| Number of Shares | Weighted-AverageGrant Date Fair Value | |
|---|---|---|
| Unvested RSAs at January 1, 2026 | 641,117 | $36.08 |
| Granted | 40,577 | $40.97 |
| Vested | (83,518) | $38.39 |
| Forfeited | (3,550) | $35.98 |
| Unvested RSAs at June 30, 2026 | 594,626 | $36.10 |
As of June 30, 2026, unrecognized compensation expense related to RSAs was $9.5 million and is expected to be recognized over a weighted-average period of 1.4 years. The Corporation didnot have any unrecognized compensation expense related to stock options as of June 30, 2026.
NOTE 12
INCOME TAXES
The following table reconciles income taxes computed at the federal statutory rate to the income tax expense and effective tax rate recorded in the Consolidated Condensed Statements of Income for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Amount | % | Amount | % | Amount | % | Amount | % | |
| Income Before Income Taxes | $47,750 | $65,119 | $74,837 | $128,335 | ||||
| Federal statutory income tax at 21% | $10,028 | 21.0% | $13,675 | 21.0% | $15,716 | 21.0% | $26,950 | 21.0% |
| State & Local taxes, net of Federal income tax effect | (97) | (0.2)% | 297 | 0.5% | (569) | (0.7)% | 604 | 0.5% |
| Tax-exempt interest income | (4,808) | (10.1)% | (4,643) | (7.1)% | (9,621) | (12.9)% | (9,241) | (7.2)% |
| Non-deductible FDIC premiums | 310 | 0.6% | 162 | 0.2% | 493 | 0.7% | 291 | 0.2% |
| Tax-exempt earnings and gains on life insurance | (488) | (1.0)% | (401) | (0.7)% | (1,212) | (1.6)% | (859) | (0.7)% |
| Other non-taxable/non-deductible items | 117 | 0.3% | 124 | 0.2% | 530 | 0.7% | 236 | 0.2% |
| Tax credits | (1,240) | (2.6)% | (915) | (1.4)% | (2,444) | (3.3)% | (1,818) | (1.4)% |
| Other | (52) | (0.1)% | (12) | —% | (192) | (0.3)% | 1 | —% |
| Income tax expense and effective tax rate | $3,770 | 7.9% | $8,287 | 12.7% | $2,701 | 3.6% | $16,164 | 12.6% |
NOTE 13
NET INCOME PER COMMON SHARE
Basic net income per common share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the reporting period.
Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. It is computed by dividing net income available to common stockholders by the sum of the weighted-average common shares outstanding and the effect of all potentially dilutive common shares outstanding during the period.
Potentially dilutive common shares include stock options and RSAs granted under the Corporation’s share-based compensation plans. These securities are included in the diluted earnings per share calculation only when their effect is dilutive. Securities that would increase earnings per share are considered anti-dilutive and are therefore excluded from the computation of diluted earnings per share for the applicable periods.
The following tables reconcile basic and diluted net income per common share for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2026 · 2025 | |||||||
| Net Income Available to Common Stockholders · Weighted-Average Common Shares · Per ShareAmount · Net Income Available to Common Stockholders · Weighted-Average Common Shares · Per ShareAmount | |||||||
| Net income available to common stockholders | $43,511 | 62,286,754 | $0.70 | $56,363 | 57,501,593 | $0.98 | |
| Effect of potentially dilutive stock options and restricted stock awards | 286,982 | 270,987 | |||||
| Diluted net income per common share | $43,511 | 62,573,736 | $0.70 | $56,363 | 57,772,580 | $0.98 | |
| RSAs excluded from the diluted average common share calculation | 47,522 | 60,990 | |||||
| Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2026 · 2025 | |||||||
| Net Income Available to Common Stockholders · Weighted-Average Common Shares · Per ShareAmount · Net Income Available to Common Stockholders · Weighted-Average Common Shares · Per ShareAmount | |||||||
| Net income available to common stockholders | $71,198 | 61,513,413 | $1.16 | $111,233 | 57,734,032 | $1.93 | |
| Effect of potentially dilutive stock options and restricted stock awards | 281,989 | 271,353 | |||||
| Diluted net income per common share | $71,198 | 61,795,402 | $1.15 | $111,233 | 58,005,385 | $1.92 | |
| RSAs excluded from the diluted average common share calculation | 59,681 | 53,548 | |||||
NOTE 14
SEGMENT INFORMATION
The Corporation hasone reportable segment, community banking. The Corporation’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (“CODM”), based upon information provided about the Corporation’s products and services offered. The CODM evaluates the financial performance of the Corporation’s business components by evaluating revenue streams, significant expenses, and budget-to-actual results in assessing the Corporation’s segment. The Corporation generates revenue primarily by providing banking services to its customers. Interest expense, provisions for credit losses, and salaries and employee benefits are significant expenses in the Corporation's banking operations. The CODM evaluates performance, allocates resources and makes key operating decisions based on consolidated net income that is reported in the Consolidated Statements of Income. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. All operations are domestic.
NOTE 15
GENERAL LITIGATION AND REGULATORY EXAMINATIONS
The Corporation is subject to claims and lawsuits that arise primarily in the ordinary course of business. Additionally, the Corporation is also subject to periodic examinations by various regulatory agencies. It is the general opinion of management that the disposition or ultimate resolution of any such routine litigation or regulatory examinations will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Corporation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.