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GERMAN AMERICAN BANCORP, INC.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

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

Sep 30, 2025 · Filed Nov 5, 2025

GABC$50.08-0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0000714395-25-000031

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0000714395-25-000053

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 164 previous paragraphs and 166 current paragraphs.

94 unchanged; 64 reworded; 7 added; 4 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

The third quarter of 2025 results of operations included Heartland acquisition-related expenses of $135,000 ($101,000, on an after-tax basis), and a $975,000 non-recurring gain on the redemption of the Heartland Notes ($731,000, on an after-tax basis). The first nine months of 2025 results of operations included Heartland acquisition-related expenses of $6,996,000 ($5,418,000, on an after-tax basis) and the “Day 2” provision for credit losses under the CECL model of $16,200,000 ($12,150,000, on an after-tax basis), as well as the gain on the redemption of the Heartland Notes.

Current report

As previously stated, the Company now utilizes a discounted cash flow methodology to estimate the allowance for credit losses. Expected cash flows are estimated for each loan and discounted using the contractual terms of the loan, calculated probabilities of default, loss given default rates, and prepayment and curtailment estimates, as well as qualitative factors. The probability of default estimates are generated using a regression model that estimates the likelihood of a loan being charged-off during its life. The regression model uses combinations of variables to assess historical loss correlations to economic factors, and these variables become model forecast inputs for economic factors that are updated in the model each period. The Company uses an economic forecast provided by a third-party for these model inputs.

Current report

The third quarter of 2025 results of operations included Heartland acquisition-related expenses of $135,000 ($101,000, on an after-tax basis), and a $975,000 non-recurring gain on the redemption of the Heartland Notes ($731,000, on an after-tax basis). The first nine months of 2025 results of operations included Heartland acquisition-related expenses of $6,996,000 ($5,418,000, on an after-tax basis) and the “Day 2” provision for credit losses under the CECL model of $16,200,000 ($12,150,000, on an after-tax basis), as well as the gain on the redemption of the Heartland Notes.

Current report

Net gains on sales of loans increased $485,000, or 69%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was largely related to the Heartland acquisition and a higher volume of loans sold. Loan sales totaled $55.5 million during the third quarter of 2025 compared with $40.3 million during the third quarter of 2024.

Current report

Interchange fees increased $1,684,000, or 13%, during the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024. The increase during the first nine months of 2025 compared with the same period of 2024 was largely attributable to the Heartland acquisition.

Current report

Net gains on sales of loans increased $977,000, or 40%, compared with the first nine months of 2024. The increase during the first nine months of 2025 compared with the same period of 2024 was largely related to the Heartland acquisition and a higher volume of loans sold. Loan sales totaled $145.0 million during the first nine months of 2025 compared with $97.3 million during the same period of 2024.
Removed paragraphs (4)

Previous report

Net income for both the second quarter and first six months of 2025 were impacted by acquisition-related expenses for the Heartland transaction that closed on February 1, 2025. In addition, net income for the second quarter of 2024 was impacted by the Company’s sale of the assets of GAI and the partial securities portfolio restructuring transaction discussed above.

Previous report

Net income for both the second quarter and first six months of 2025 were impacted by acquisition-related expenses for the Heartland transaction that closed on February 1, 2025. In addition, net income for the second quarter of 2024 was impacted by the Company’s sale of the assets of GAI and the partial securities portfolio restructuring transaction discussed above.

Previous report

Interchange fees increased $987,000, or 12%, during the six months ended June 30, 2025, compared with the six months ended June 30, 2024. The increase during the first six months of 2025 compared with the same period of 2024 was largely attributable to the Heartland acquisition.

Previous report

As discussed above in Capital Resources, the Company has provided notice of its election to redeem the outstanding Heartland Notes ($24.3 million) on September 15, 2025 at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest. Payment of the redemption price will be funded from cash on hand.
Reworded paragraphs (64)

Previous wording

Effective June 1, 2024, German American Insurance, Inc. (“GAI”), a wholly-owned subsidiary of the Bank, sold substantially all of its assets to The Hilb Group of Indiana, LLC, a Delaware limited liability company (“Hilb”), for a purchase price of $40.0 million in cash. As part of the transaction, the Bank, as the parent of GAI, may receive payments for the referral of customers to Hilb, and the Company will refrain from conducting certain insurance activities, in each case, for a period of five (5) years following closing. Prior to the sale, GAI was a full-service agency offering personal and commercial insurance products. For additional information on this sale, see Note 3 in the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Current wording

Effective June 1, 2024, German American Insurance, Inc. (“GAI”), a wholly-owned subsidiary of the Bank, sold substantially all of its assets to The Hilb Group of Indiana, LLC, a Delaware limited liability company (“Hilb”), for a purchase price of $40.0 million in cash. As part of the transaction, the Bank, as the parent of GAI, may receive payments for the referral of customers to Hilb, and the Company will refrain from conducting certain insurance activities, in each case, for a period of five (5) years following closing. Prior to the sale, GAI was a full-service agency offering personal and commercial insurance products. For additional information on this sale, see Note 3 in the Notes to the Consolidated Financial Statements included in Item 1 of this

Previous wording

Net income for the quarter ended June 30, 2025 totaled $31,361,000, or $0.84 per share, an increase of 22% on a per share basis compared with the second quarter 2024 net income of $20,530,000, or $0.69 per share. Net income for the six months ended June 30, 2025 totaled $41,878,000, or $1.16 per share, a decrease of 13% on a per share basis compared with the six months ended June 30, 2024.

Current wording

Net income for the quarter ended September 30, 2025 totaled $35,074,000, or $0.94 per share, an increase of 32% on a per share basis compared with the third quarter 2024 net income of $21,048,000, or $0.71 per share. Net income for the nine months ended September 30, 2025 totaled $76,952,000, or $2.10 per share, an increase of 3% on a per share basis compared with the nine months ended September 30, 2024.

Previous wording

The second quarter of 2025 results of operations included acquisition-related expenses of $929,000 ($697,000, on an after tax basis). The first six months of 2025 results of operations included Heartland acquisition-related expenses of $6,860,000 ($5,316,000, on an after tax basis) and also included the “Day 2” provision for credit losses under the CECL model of $16,200,000 ($12,150,000, on an after tax basis). As indicated above, the second quarter of 2024 earnings included the insurance sale transaction resulting in an after-tax gain, net of transaction costs, of approximately $27,476,000, or $0.93 per share, and the partial securities portfolio restructuring transaction resulting in an after tax loss of $27,189,000, or $0.92 per share. In addition, the second quarter of 2024 included Heartland acquisition-related expenses of $425,000 ($318,000, on an after tax basis).

Current wording

The third quarter of 2024 included Heartland acquisition-related expenses of $747,000 ($609,000, on an after-tax basis) and the first nine months of 2024 included $1,172,000 ($928,000, on an after-tax basis). As indicated above, results of operations for the first nine months of 2024 also included the insurance sale transaction in the second quarter of 2024, which resulted in an after-tax gain, net of transaction costs, of approximately $27,476,000, or $0.93 per share, and the partial securities portfolio restructuring transaction resulting in an after-tax loss of $27,189,000, or $0.92 per share.

Previous wording

On an adjusted basis, net income for the second quarter of 2025 was $32,058,000, or $0.86 per share, compared with the adjusted second quarter 2024 net income of $20,351000, or $0.69 per share. Net income, on an adjusted basis, for the six months ended June 30, 2025, was $59,345,000, or $1.64 per share, compared with the adjusted six months ended June 30, 2024 net income of $39,373,000, or $1.33 per share. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Current wording

On an adjusted basis, net income for the third quarter of 2025 was $34,444,000, or $0.92 per share, compared with the adjusted third quarter 2024 net income of $21,722,000, or $0.73 per share. Net income, on an adjusted basis, for the nine months ended September 30, 2025, was $93,789,000, or $2.57 per share, compared with the adjusted nine months ended September 30, 2024 net income of $60,420,000, or $2.04 per share. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Previous wording

At March 31, 2025, the Company changed its method for estimating the allowance for credit losses to the discounted cash flow model on a prospective basis for all loan segments except for the credit card loan segment. Prior to March 31, 2025, the Company utilized the static pool methodology in determining future credit losses. While both methodologies permit the Company to develop reasonable and supportable forecasts, by utilizing the discounted cash flow method, the Company has the ability to better evaluate multiple economic scenarios by capturing macroeconomic conditions within the model assumptions and calculations. This change in methodology had an insignificant impact on the allowance in 2025.

Current wording

At March 31, 2025, the Company changed its method for estimating the allowance for credit losses to the discounted cash flow model on a prospective basis. Prior to March 31, 2025, the Company utilized the static pool methodology in determining future credit losses. While both methodologies permit the Company to develop reasonable and supportable forecasts, by utilizing the discounted cash flow method, the Company has the ability to better evaluate multiple economic scenarios by capturing macroeconomic conditions within the model assumptions and calculations. This change in methodology had an insignificant impact on the allowance in 2025.

Previous wording

Available-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For available-for-sale debt securities in an unrealized loss position, the Company assesses whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for sale debt securities that do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management 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 and the issuer, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. No allowance for credit losses for available-for-sale debt securities was needed at June 30, 2025. Accrued interest receivable on available-for-sale debt securities is excluded from the estimate of credit losses. As of June 30, 2025, gross unrealized gains on the securities available-for-sale portfolio totaled approximately $3,888,000 and gross unrealized losses totaled approximately $266,251,000. The net amount of these two items, net of applicable taxes, is included in other comprehensive income (loss).

Current wording

Available-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For available-for-sale debt securities in an unrealized loss position, the Company assesses whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for sale debt securities that do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management 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 and the issuer, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. No allowance for credit losses for available-for-sale debt securities was needed at September 30, 2025. Accrued interest receivable on available-for-sale debt securities is excluded from the estimate of credit losses. As of September 30, 2025, gross unrealized gains on the securities available-for-sale portfolio totaled approximately $5,799,000 and gross unrealized losses totaled approximately $236,243,000. The net amount of these two items, net of applicable taxes, is included in other comprehensive income (loss).

Previous wording

Net income for the quarter ended June 30, 2025 totaled $31,361,000, or $0.84 per share, an increase of 22% on a per share basis compared with the second quarter 2024 net income of $20,530,000, or $0.69 per share. Net income for the six months ended June 30, 2025 totaled $41,878,000, or $1.16 per share, a decrease of 13% on a per share basis compared with the six months ended June 30, 2024.

Current wording

Net income for the quarter ended September 30, 2025 totaled $35,074,000, or $0.94 per share, an increase of 32% on a per share basis compared with the third quarter 2024 net income of $21,048,000, or $0.71 per share. Net income for the nine months ended September 30, 2025 totaled $76,952,000, or $2.10 per share, an increase of 3% on a per share basis compared with the nine months ended September 30, 2024.

Previous wording

The second quarter of 2025 results of operations included acquisition-related expenses of $929,000 ($697,000, on an after tax basis). The first six months of 2025 results of operations included Heartland acquisition-related expenses of $6,861,000 ($5,317,000, on an after tax basis) and also included the “Day 2” provision for credit losses under the CECL model of $16,200,000 ($12,150,000, on an after tax basis). As indicated above, the second quarter of 2024 earnings included the insurance sale transaction resulting in an after-tax gain, net of transaction costs, of approximately $27,476,000, or $0.93 per share, and the partial securities portfolio restructuring transaction resulting in an after tax loss of $27,189,000, or $0.92 per share. In addition, the second quarter of 2024 included Heartland acquisition-related expenses of $425,000 ($318,000, on an after tax basis).

Current wording

The third quarter of 2024 included Heartland acquisition-related expenses of $747,000 ($609,000, on an after-tax basis) and the first nine months of 2024 included $1,172,000 ($928,000, on an after-tax basis). As indicated above, results of operations for the first nine months of 2024 also included the insurance sale transaction in the second quarter of 2024, which resulted in an after-tax gain, net of transaction costs, of approximately $27,476,000, or $0.93 per share, and the partial securities portfolio restructuring transaction resulting in an after-tax loss of $27,189,000, or $0.92 per share.

Previous wording

On an adjusted basis, net income for the second quarter of 2025 was $32,058,000, or $0.86 per share, compared with the adjusted second quarter 2024 net income of $20,351,000, or $0.69 per share. Net income, on an adjusted basis, for the six months ended June 30, 2025, was $59,345,000, or $1.64 per share, compared with the adjusted six months ended June 30, 2024 net income of $39,373,000, or $1.33 per share. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Current wording

On an adjusted basis, net income for the third quarter of 2025 was $34,444,000, or $0.92 per share, compared with the adjusted third quarter 2024 net income of $21,722,000, or $0.73 per share. Net income, on an adjusted basis, for the nine months ended September 30, 2025, was $93,789,000, or $2.57 per share, compared with the adjusted nine months ended September 30, 2024 net income of $60,420,000, or $2.04 per share. Adjusted net income and adjusted earnings per share are non-GAAP financial measures. Refer to “Use of Non-GAAP Financial Measures” contained in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Previous wording

The following table summarizes net interest income (on a tax-equivalent basis) for the six months ended June 30, 2025 and 2024. For tax-equivalent adjustments, an effective tax rate of 21% was used for both periods.(1)

Current wording

The following table summarizes net interest income (on a tax-equivalent basis) for the nine months ended September 30, 2025 and 2024. For tax-equivalent adjustments, an effective tax rate of 21% was used for both periods.(1)

Previous wording

During the second quarter of 2025, net interest income, on a non tax-equivalent basis, totaled $73,155,000, an increase of $27,184,000, or 59% compared to the second quarter of 2024 net interest income of $45,971,000. During the first six months of 2025, net interest income, on a non tax-equivalent basis, totaled $139,727,000, an increase of $48,762,000, or 54%, compared to the first six months of 2024 net interest income of $90,965,000. The increase in net interest income for both periods presented for 2025 compared with the same periods of 2024 was primarily attributable to a higher level of earning assets driven by the Heartland acquisition and an improvement of the Company’s net interest margin.

Current wording

During the third quarter of 2025, net interest income, on a non tax-equivalent basis, totaled $75,725,000, an increase of $27,131,000, or 56% compared to the third quarter of 2024 net interest income of $48,594,000. During the first nine months of 2025, net interest income, on a non tax-equivalent basis, totaled $215,452,000, an increase of $75,893,000, or 54%, compared to the first nine months of 2024 net interest income of $139,559,000. The increase in net interest income for both periods presented for 2025 compared with the same periods of 2024 was primarily attributable to a higher level of earning assets driven by the Heartland acquisition and an improvement of the Company’s net interest margin.

Previous wording

The tax equivalent net interest margin for the quarter ended June 30, 2025 was 3.92% compared with 3.34% in the second quarter of 2024. The tax equivalent net interest margin for the six months ended June 30, 2025 was 3.94% compared with 3.34% in the same period of 2024. The Company’s net interest margin and net interest income in both periods presented were impacted by accretion of loan discounts on acquired loans. Accretion of discounts on acquired loans totaled $3,483,000 during the second quarter of 2025 and $293,000 during the second quarter of 2024. Accretion of discounts on acquired loans totaled $7,675,000 and $653,000 for the first half of 2025 and 2024, respectively. Accretion of discounts on acquired loans contributed approximately 18 basis points to the net interest margin in the second quarter of 2025 and 2 basis points in the second quarter of 2024. Accretion of loan discounts on acquired loans contributed approximately 21 basis points to the net interest margin in the first half of 2025 compared to 1 basis point in the first half of 2024.

Current wording

The tax equivalent net interest margin for the quarter ended September 30, 2025 was 4.06% compared with 3.47% in the third quarter of 2024. The tax equivalent net interest margin for the nine months ended September 30, 2025 was 3.98% compared with 3.39% in the same period of 2024. The Company’s net interest margin and net interest income in both periods presented were impacted by accretion of loan discounts on acquired loans. Accretion of discounts on acquired loans totaled $3,914,000 during the third quarter of 2025 and $236,000 during the third quarter of 2024. Accretion of discounts on acquired loans totaled $11,589,000 and $889,000 for the first nine months of 2025 and 2024, respectively. Accretion of discounts on acquired loans contributed approximately 21 basis points to the net interest margin in the third quarter of 2025 and 2 basis points in the third quarter of 2024. Accretion of loan discounts on acquired loans contributed approximately 21 basis points to the net interest margin in the first nine months of 2025 compared to 2 basis points for the same period of 2024.

Previous wording

The continued improvement in the net interest margin, excluding the accretion of discount on acquired loans, during the second quarter of 2025 compared with the second quarter of 2024 as well as the first six months of 2025 compared with the first six months of 2024 was largely driven by an improved yield on earning assets and a lower cost of deposits (excluding Heartland’s deposit base). The lower cost of deposits was driven by the Federal Reserve’s lowering of the Federal Funds rates over the last several months of 2024 and the Company’s ability to correspondingly lower deposit costs.

Current wording

The continued improvement in the net interest margin, excluding the accretion of discount on acquired loans, during the third quarter of 2025 compared with the third quarter of 2024 as well as the first nine months of 2025 compared with the first nine months of 2024 was largely driven by an improved yield on earning assets (including both loan and security yields) and a lower cost of deposits. The lower cost of deposits was driven by the Federal Reserve’s lowering of the Federal Funds rates over the last several months of 2024 and the Company’s ability to correspondingly lower deposit costs. The Federal Funds rate cut in mid-September 2025 had minimal impact on the average earning asset yields or average cost of deposits during the third quarter of 2025.

Previous wording

The Company provides for credit losses through regular provisions to the allowance for credit losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations of the allowance. During the quarter ended June 30, 2025, the Company recorded a provision for credit losses of $1,200,000 compared with a provision for credit losses of $625,000 during the second quarter of 2024. During the six months ended June 30, 2025, the Company recorded a provision for credit losses of $16,500,000 compared with a provision for credit losses of $1,525,000 for the first half of 2024. The first quarter of 2025 included a provision for credit losses of $16,200,000 related to the “Day 2” adjustment for the Heartland acquisition.

Current wording

The Company provides for credit losses through regular provisions to the allowance for credit losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations of the allowance. During the quarter ended September 30, 2025, the Company recorded a provision for credit losses of $700,000 compared with a provision for credit losses of $625,000 during the third quarter of 2024. During the nine months ended September 30, 2025, the Company recorded a provision for credit losses of $17,200,000 compared with a provision for credit losses of $2,150,000 for the first nine months of 2024. The first quarter of 2025 included a provision for credit losses of $16,200,000 related to the “Day 2” adjustment for the Heartland acquisition.

Previous wording

Net charge-offs totaled $848,000, or 6 basis points, on an annualized basis, of average loans outstanding during the second quarter of 2025 compared with $433,000, or 4 basis points, on an annualized basis, of average loans during the second quarter of 2024. Net charge-offs totaled $1,334,000, or 5 basis points, on an annualized basis, of average loans outstanding during the six months ended June 30, 2025 compared with $1,344,000, or 7 basis points, on an annualized basis, of average loans during the same period of 2024.

Current wording

Net charge-offs totaled $748,000, or 5 basis points, on an annualized basis, of average loans outstanding during the third quarter of 2025 compared with $447,000, or 4 basis points, on an annualized basis, of average loans during the third quarter of 2024. Net charge-offs totaled $2,082,000, or 5 basis points, on an annualized basis, of average loans outstanding during the nine months ended September 30, 2025 compared with $1,791,000, or 6 basis points, on an annualized basis, of average loans during the same period of 2024.

Previous wording

The provision for credit losses made during the three and six months ended June 30, 2025 was made at a level deemed necessary by management to absorb expected losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for credit losses is completed quarterly by management, the results of which are used to determine provision for credit losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and reasonable and supportable forecasts along with other qualitative and quantitative factors.

Current wording

The provision for credit losses made during the three and nine months ended September 30, 2025 was made at a level deemed necessary by management to absorb expected losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for credit losses is completed quarterly by management, the results of which are used to determine provision for credit losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and reasonable and supportable forecasts along with other qualitative and quantitative factors.

Previous wording

At March 31, 2025, the Company changed its method for estimating the allowance for credit losses to the discounted cash flow model on a prospective basis for all loan segments except for the credit card loan segment. Prior to March 31, 2025, the Company utilized the static pool methodology in determining future credit losses. This change in methodology resulted in a decline of $1,674,000 to the allowance in the first quarter of 2025.

Current wording

At March 31, 2025, the Company changed its method for estimating the allowance for credit losses to the discounted cash flow model on a prospective basis for all loan segments except for the credit card loan segment. Prior to March 31, 2025, the Company utilized the static pool methodology in determining future credit losses. This change in methodology has had an insignificant impact on the allowance in 2025.

Previous wording

During the quarter ended June 30, 2025, non-interest income totaled $16,733,000, a decline of $2,190,000, or 12%, compared with the second quarter of 2024. The decline in the second quarter of 2025 compared to the same period of 2024 was largely the result of the previously mentioned sale of the GAI assets during the second quarter of 2024 and securities portfolio restructuring transaction. On an adjusted basis, non-interest income for the second quarter of 2025 was $16,733,000 compared to $13,983,000 for the second quarter of 2024. Adjusted non-interest income is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” section in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Current wording

During the quarter ended September 30, 2025, non-interest income totaled $18,429,000, an increase of $4,628,000, or 34%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared to the same period of 2024 was largely the result of the Heartland acquisition, improvement of the Company’s existing fee revenue generation and a $975,000 gain on the extinguishment of debt resulting from the redemption of the Heartland Notes. On an adjusted basis, non-interest income for the third quarter of 2025 was $17,454,000 compared to $13,731,000 for the third quarter of 2024. Adjusted non-interest income is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” section in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Previous wording

Wealth management fees increased $382,000, or 10%, during the second quarter of 2025 compared with the second quarter of 2024. The increase during the second quarter of 2025 compared with the second quarter of 2024 was largely attributable to increased assets under management, driven by healthy capital markets throughout 2024 and continued strong new business results in 2025, including additions from the Heartland acquisition.

Current wording

Wealth management fees increased $708,000, or 20%, during the third quarter of 2025 compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was largely attributable to increased assets under management, driven by healthy capital markets throughout 2024 and much of 2025, and continued strong new business results in addition to the Heartland acquisition.

Previous wording

Service charges on deposit accounts increased $621,000, or 20%, during the quarter ended June 30, 2025 compared with the same period of 2024. The increase during the second quarter of 2025 compared with the second quarter of 2024 was largely attributable to the Heartland acquisition and increased customer utilization of deposit services.

Current wording

Service charges on deposit accounts increased $597,000, or 18%, during the quarter ended September 30, 2025 compared with the same period of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was primarily driven by the Heartland acquisition in addition to increased customer utilization of deposit services.

Previous wording

No insurance revenues were recognized during the second quarter of 2025 due to the sale of the GAI assets effective June 1, 2024. As a result, insurance revenues declined $1,506,000 during the second quarter of 2025, compared with the second quarter of 2024. As previously discussed, the sale of substantially all of the assets of GAI in June 2024 resulted in $38,323,000 in net proceeds. For additional information on this sale, see Note 3 in the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Current wording

No insurance revenues were recognized during the third quarter of 2025 or 2024 due to the sale of the GAI assets effective June 1, 2024. As previously discussed, the sale of substantially all of the assets of GAI in June 2024 resulted in $38,323,000 in net proceeds. For additional information on this sale, see Note 3 in the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Previous wording

For the quarter ended June 30, 2025, interchange fees increased $653,000, or 15%, compared with the same quarter of 2024. The increase during the second quarter of 2025 compared with the second quarter of 2024 was largely attributable to the Heartland acquisition.

Current wording

For the quarter ended September 30, 2025, interchange fees increased $697,000, or 16%, compared with the same quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was largely attributable to the Heartland acquisition.

Previous wording

Other operating income increased $884,000, or 73%, in the second quarter of 2025 compared with the second quarter of 2024. The increase during the second quarter of 2025 compared with the second quarter of 2024 was primarily attributable to the Heartland acquisition.

Current wording

Other operating income increased $2,057,000, or 164%, in the third quarter of 2025 compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the third quarter of 2024 was largely attributable to a $975,000 gain on the extinguishment of debt resulting from the redemption of the Heartland Notes during the third quarter of 2025.

Previous wording

During the six months ended June 30, 2025, non-interest income totaled $31,573,000, a decline of $3,172,000, or 9%, compared with the same period of 2024. The decline in the six months ended June 30, 2025 compared to the same period of 2024 was largely the result of the previously mentioned sale of the GAI assets during the second quarter of 2024 and the securities portfolio restructuring transaction. On an adjusted basis, non-interest income for the first half of 2025 was $31,573,000 compared to $29,805,000 for the same period of 2024. Adjusted non-interest income is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” section in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Current wording

During the nine months ended September 30, 2025, non-interest income totaled $50,002,000, an increase of $1,456,000, or 3%, compared with the same period of 2024. The increase during the first nine months of 2025 compared to the same period of 2024 was largely the result of the Heartland acquisition, improvement of the Company’s existing fee revenue generation and a $975,000 gain on the extinguishment of debt resulting from the redemption of the Heartland Notes. The first nine months of 2024 included the previously mentioned sale of the GAI assets and the securities portfolio restructuring transaction, which each occurred during the second quarter of 2024. On an adjusted basis, non-interest income for the first nine months of 2025 was $49,027,000 compared to $40,577,000 for the same period of 2024. Adjusted non-interest income is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” section in this Management’s Discussion and Analysis for additional information, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Previous wording

For the six months ended June 30, 2025, wealth management fees increased $852,000, or 12%, compared with the same period of 2024. The increase during the first half of 2025 compared with the same period of 2024 was largely attributable to increased assets under management, driven by healthy capital markets throughout 2024 and continued strong new business results in 2025, including additions from the Heartland acquisition.

Current wording

For the nine months ended September 30, 2025, wealth management fees increased $1,560,000, or 15%, compared with the same period of 2024. The increase during the first nine months of 2025 compared with the same period of 2024 was largely attributable to increased assets under management, driven by healthy capital markets throughout 2024 and much of 2025, and continued strong new business results in addition to the Heartland acquisition.

Previous wording

Service charges on deposit accounts increased $1,205,000, or 20%, during the first two quarters of June 30, 2025, compared with the first two quarters of 2024. The increase during the first two quarters of 2025 compared with the same period of 2024 was largely attributable to the Heartland acquisition and to increased customer utilization of deposit services.

Current wording

Service charges on deposit accounts increased $1,802,000, or 19%, during the first nine months of 2025, compared with the first nine months of 2024. The increase during the first nine months of 2025 compared with the same period of 2024 was primarily driven by the Heartland acquisition in addition to increased customer utilization of deposit services.

Previous wording

No insurance revenues were recognized during the six months ended June 30, 2025 due to the sale of the GAI assets effective June 1, 2024. As a result, insurance revenues declined $4,384,000 during the six months ended June 30, 2025, compared with the same period of 2024. As previously discussed, the sale of substantially all of the assets of GAI in June 2024 resulted in $38,323,000 in net proceeds. For additional information on this sale, see Note 3 in the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Current wording

No insurance revenues were recognized during the nine months ended September 30, 2025 due to the sale of the GAI assets effective June 1, 2024. As a result, insurance revenues declined $4,384,000 during the nine months ended September 30, 2025, compared with the same period of 2024. As previously discussed, the sale of substantially all of the assets of GAI in June 2024 resulted in $38,323,000 in net proceeds. For additional information on this sale, see Note 3 in the Notes to the Consolidated Financial Statements included in Item 1 of this Report.

Previous wording

During the six months ended, June 30, 2025, other operating income increased $1,212,000, or 47%, compared with the same period of 2024. The increase during the six months ended June 30, 2025 compared with the same period of 2024 was primarily attributable to the Heartland acquisition.

Current wording

During the nine months ended, September 30, 2025, other operating income increased $2,886,000, or 75%, compared with the same period of 2024. The increase during the nine months ended September 30, 2025 compared with the same period of 2024 was primarily attributable to the aforementioned gain on extinguishment of debt and the Heartland acquisition.

Previous wording

There were no securities transactions during the first half of 2025 that resulted in net gains or losses. The net loss on securities during the first half of 2024 in the amount of $34,858,000 was related to the net loss recognized on the securities restructuring transaction previously discussed.

Current wording

There were no securities transactions during the first nine months of 2025 that resulted in net gains or losses. The net loss on securities during the first nine months of 2024 included a loss of $34,858,000 which was related to the net loss recognized on the securities restructuring transaction previously discussed.

Previous wording

During the quarter ended June 30, 2025, non-interest expense totaled $49,517,000, an increase of $11,843,000, or 31%, compared with the second quarter of 2024. The primary drivers of the increased operating expenses in the second quarter of 2025 compared with the second quarter of 2024 were the Heartland operating costs.

Current wording

During the quarter ended September 30, 2025, non-interest expense totaled $49,700,000, an increase of $13,574,000, or 38%, compared with the third quarter of 2024. The primary drivers of the increased operating expenses in the third quarter of 2025 compared with the third quarter of 2024 were the Heartland operating costs.

Previous wording

Each period presented included Heartland acquisition-related expenses, with such amounts being $929,000 for second quarter 2025 and $425,000 for second quarter 2024. The second quarter of 2024 also included non-recurring professional fees and other costs associated with the GAI asset sale that totaled approximately $1,816,000.

Current wording

Each period presented included Heartland acquisition-related expenses, with such amounts being $135,000 for the third quarter 2025 and $747,000 for the third quarter 2024.

Previous wording

On an adjusted basis, non-interest expense for second quarter 2025 was $48,588,000 compared to $34,203,000 for second quarter 2024. Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Current wording

On an adjusted basis, non-interest expense for the third quarter of 2025 was $49,565,000 compared to $35,292,000 for the third quarter of 2024. Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Previous wording

Salaries and benefits increased $5,681,000, or 27%, during the second quarter of 2025 compared with the second quarter of 2024. The increase in the second quarter of 2025 compared with the second quarter of 2024 was due primarily to the salaries and benefits costs for the Heartland employee base.

Current wording

Salaries and benefits increased $5,726,000, or 29%, during the third quarter of 2025 compared with the third quarter of 2024. The increase in the third quarter of 2025 compared with the third quarter of 2024 was due primarily to the salaries and benefits costs for the Heartland employee base.

Previous wording

Occupancy, furniture and equipment expense increased $1,264,000, or 36%, for the three months ended June 30, 2025, compared to the same period of 2024. The increase during the three months ended June 30, 2025 compared with the same period of 2024 was primarily attributable to the operating costs of the Heartland branch network.

Current wording

Occupancy, furniture and equipment expense increased $1,375,000, or 35%, for the three months ended September 30, 2025, compared to the same period of 2024. The increase during the three months ended September 30, 2025 compared with the same period of 2024 was primarily attributable to the operating costs of the Heartland branch network.

Previous wording

During the second quarter of 2025, data processing fees increased $1,067,000, or 35%, compared with the second quarter of 2024. The increase during the second quarter of 2025 compared with the same period of 2024 was largely driven by operating costs of the existing Heartland systems and acquisition-related costs during the second quarter of 2025.

Current wording

During the third quarter of 2025, data processing fees increased $1,019,000, or 32%, compared with the third quarter of 2024. The increase during the third quarter of 2025 compared with the same period of 2024 was largely driven by operating costs associated with the Heartland acquisition and continued enhancements to existing data systems and processes.

Previous wording

Intangible amortization increased $2,271,000, or 427%, during the second quarter of 2025 compared with the second quarter of 2024. The increase was attributable to the Heartland acquisition.

Current wording

Intangible amortization increased $2,209,000, or 456%, during the third quarter of 2025 compared with the third quarter of 2024. The increase was attributable to the Heartland acquisition.

Previous wording

Other operating expenses increased $2,341,000, or 51%, for the three months ended June 30, 2025 compared with the same period of 2024. The increase in the three months ended June 30, 2025 compared with the same period of 2024 was largely attributable to acquisition-related training costs and to operating cost of Heartland.

Current wording

Other operating expenses increased $2,513,000, or 48%, for the three months ended September 30, 2025 compared with the same period of 2024. The increase in the three months ended September 30, 2025 compared with the same period of 2024 was largely related the to operating costs of Heartland.

Previous wording

During the six months ended June 30, 2025, non-interest expense totaled $102,299,000, an increase of $27,887,000, or 37%, compared with the same period of 2024. The primary drivers of the increased operating expenses in the six months ended June 30, 2025 compared with the same period of 2024 were the Heartland operating costs and acquisition relates costs.

Current wording

During the nine months ended September 30, 2025, non-interest expense totaled $151,999,000, an increase of $41,461,000, or 38%, compared with the same period of 2024. The primary drivers of the increased operating expenses in the nine months ended September 30, 2025 compared with the same period of 2024 were the Heartland operating costs and acquisition related costs.

Previous wording

Each period presented included Heartland acquisition-related expenses, with such amounts being $6,861,000 for the first half of 2025 and $425,000 for first half of 2024. The second quarter of 2024 also included non-recurring professional fees and other costs associated with the GAI asset sale that totaled approximately $1,816,000.

Current wording

Each period presented included Heartland acquisition-related expenses, with such amounts being $6,996,000 for the first nine months of 2025 and $1,172,000 for first nine months of 2024. The first nine months of 2024 also included non-recurring professional fees and other costs associated with the GAI asset sale that totaled approximately $1,816,000.

Previous wording

On an adjusted basis, non-interest expense for six months of 2025 was $95,438,000 compared to $70,941,000 for same period of 2024. Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Current wording

On an adjusted basis, non-interest expense for the first nine months of 2025 was $145,003,000 compared to $104,208,000 for the same period of 2024. Adjusted non-interest expense is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” contained in this release for additional information including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Showing the first 40 of 64 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

On September 15, 2025, Bancorp redeemed the Heartland 5.0% Fixed-to-Floating Rate Subordinated Notes Due 2030 (the “Heartland Notes”), outstanding in the aggregate principal amount of $24.3 million, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

There were no securities transactions during the second quarter of 2025 that resulted in net gains or losses. The net loss on securities during the second quarter of 2024 in the amount of $34,893,000 was related to the net loss recognized on the securities restructuring transaction previously discussed.

Previous report — wording carried elsewhere

Professional fees declined $1,350,000, or 39%, in the second quarter of 2025 compared with the second quarter of 2024. The decline during the second quarter of 2025 compared with the same period of 2024 was due in large part to professional fees associated with the GAI sale transaction. Professional fees related to merger and acquisition activities totaled approximately $222,000 during the second quarter of 2025 and approximately $1,971,000 during the second quarter of 2024, with both periods being impacted by the Heartland acquisition and second quarter 2024 also being impacted by the GAI asset sale.