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S&T BANCORP INC

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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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 6, 2025

STBA$51.38+1.2%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

Principles of Consolidation

The interim Condensed Consolidated Financial Statements include the accounts of S&T Bancorp, Inc., or S&T, and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Investments of 20 percent to 50 percent of the outstanding common stock of investees are accounted for using the equity method of accounting.

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements of S&T have been prepared in accordance with generally accepted accounting principles, or GAAP, in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, or 2024 Form 10-K, filed with the Securities and Exchange Commission, or SEC. In the opinion of management, the accompanying interim financial information reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly our financial position and the results of operations for each of the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a full year or any future period.

Reclassification

Amounts in prior period financial statements and footnotes are reclassified whenever necessary to conform to the current period presentation. Reclassifications had no effect on our condensed consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Segments

We haveone operating segment, Community Banking, based upon our current reporting structure at the consolidated level. The chief operating decision maker, or CODM, uses consolidated net income when allocating resources and making operating decisions. The accounting policies used to measure the profit and loss of the Community Banking segment are the same as those described in the summary of significant accounting policies. The CODM does not review segment revenue or expense information at a lower level than what is included in our Consolidated Statements of Net Income. Expenses included within other expenses in the Condensed Consolidated Statements of Comprehensive Income include loan related expenses, travel and entertainment, telephone and contributions.

Recently Adopted Accounting Standards Updates, or ASU, or Updated

Income Taxes (Topic 740) Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of the disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for fiscal years beginning after December 15, 2024. We adopted ASU 2023-09, as of January 1, 2025 with no impact to the consolidated financial statements. We will provide the required updated disclosures in our Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Standards Not Yet Adopted

Income Statement (Subtopic 220-40)—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40)—Reporting Comprehensive Income—Expense Disaggregation Disclosures to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. 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. This ASU will not impact our consolidated financial statements and we are currently evaluating the impact of the new disclosure requirements.

NOTE 2. EARNINGS PER SHARE

Diluted earnings per share is calculated using both the two-class and the treasury stock methods with the more dilutive method used to determine diluted earnings per share. The treasury stock method was used to determine earnings per share for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024. The two-class method was used to determine EPS for the nine months ended September 30, 2024.

The following table reconciles the numerators and denominators of basic and diluted EPS calculations for the periods presented:

Nine Months Ended September 30,
Three months ended September 30,
(in thousands, except share and per share data)2025202420252024
Numerator for Earnings per Share—Basic and Diluted:
Net income—Treasury Stock Method—Basic and Diluted$34,962$32,590$100,263$98,200
Less: Income allocated to participating shares———13
Net Income Allocated to Shareholders—Two-Class Method—Basic and Diluted$34,962$32,590$100,263$98,187
Denominator for Earnings per Share—Treasury Stock Method:
Weighted Average Shares Outstanding—Basic38,346,94938,255,18438,315,49838,230,458
Add: Potentially dilutive shares248,169305,225295,543336,400
Denominator for Treasury Stock Method—Diluted38,595,11838,560,40938,611,04138,566,858
Denominator for Earnings per Share—Two-Class Method:
Weighted Average Shares Outstanding—Basic38,346,94938,255,18438,315,49838,230,458
Add: Average participating shares outstanding248,169305,225295,543333,263
Denominator for Two-Class Method—Diluted38,595,11838,560,40938,611,04138,563,721
Earnings per share—basic$0.91$0.85$2.62$2.57
Earnings per share—diluted$0.91$0.85$2.60$2.55
Restricted stock considered anti-dilutive excluded from potentially dilutive shares37020247

NOTE 3. FAIR VALUE MEASUREMENTS

We use fair value measurements when recording and disclosing certain financial assets and liabilities. Debt securities, equity securities, securities held in a deferred compensation plan and derivative financial instruments are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other financial instruments at fair value on a nonrecurring basis, such as loans held for sale, loans individually evaluated, other real estate owned, or OREO, and other repossessed assets, mortgage servicing rights, or MSRs, and certain other assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. In determining fair value, we use various valuation approaches, including market, income and cost approaches. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, which are developed based on market data that we have obtained from independent sources. Unobservable inputs reflect our estimates of assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.

The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows.

Level 1: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.

Level 2: valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.

Level 3: valuation is derived from other valuation methodologies, including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

There have been no changes in our valuation methodologies during the three and nine months ended September 30, 2025. Refer to Note 1. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our 2024 Form 10-K for more information on the valuation methodologies that we use for financial instruments recorded at fair value on a recurring or nonrecurring basis.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present our assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy level at the dates presented:

September 30, 2025
(dollars in thousands)Level 1Level 2Level 3Total
ASSETS
Available-for-sale debt securities:
U.S. Treasury securities$94,262$—$—$94,262
Collateralized mortgage obligations of U.S. government corporations and agencies—637,536—637,536
Residential mortgage-backed securities of U.S. government corporations and agencies—31,856—31,856
Commercial mortgage-backed securities of U.S. government corporations and agencies—231,233—231,233
Obligations of states and political subdivisions—4,943—4,943
Total Available-for-Sale Debt Securities94,262905,568—999,830
Equity securities1,319——1,319
Total Securities Available for Sale95,581905,568—1,001,149
Securities held in a deferred compensation plan13,609——13,609
Derivative financial assets:
Interest rate swap contracts - commercial loans—35,739—35,739
Interest rate lock commitments - mortgage loans——1919
Total Assets$109,190$941,307$19$1,050,516
LIABILITIES
Derivative financial liabilities:
Interest rate swap contracts - commercial loans$—$36,042$—$36,042
Interest rate swap contracts - cash flow hedge—3,199—3,199
Total Liabilities$—$39,241$—$39,241
December 31, 2024
(dollars in thousands)Level 1Level 2Level 3Total
ASSETS
Available-for-sale debt securities:
U.S. Treasury securities$92,768$—$—$92,768
Obligations of U.S. government corporations and agencies—15,071—15,071
Collateralized mortgage obligations of U.S. government corporations and agencies—596,284—596,284
Residential mortgage-backed securities of U.S. government corporations and agencies—33,207—33,207
Commercial mortgage-backed securities of U.S. government corporations and agencies—224,798—224,798
Obligations of states and political subdivisions—24,287—24,287
Total Available-for-Sale Debt Securities92,768893,647—986,415
Equity securities1,176——1,176
Total Securities Available for Sale93,944893,647—987,591
Securities held in a deferred compensation plan10,876——10,876
Derivative financial assets:
Interest rate swap contracts - commercial loans—60,890—60,890
Total Assets$104,820$954,537$—$1,059,357
LIABILITIES
Derivative financial liabilities:
Interest rate swap contracts - commercial loans$—$61,271$—$61,271
Interest rate swap contracts - cash flow hedge—9,589—9,589
Total Liabilities$—$70,860$—$70,860

Assets Recorded at Fair Value on a Nonrecurring Basis

We may be required to measure certain assets and liabilities at fair value on a nonrecurring basis. Nonrecurring assets are recorded at the lower of cost or fair value in our condensed consolidated financial statements. There wereno liabilities measured at fair value on a nonrecurring basis at both September 30, 2025 and December 31, 2024. There wereno Level 3 assets measured at fair value on a nonrecurring basis andthree Level 2 individually evaluated loans measured at fair value on a nonrecurring basis for $16.9 million as of September 30, 2025. As of December 31, 2024, individually evaluated loans of $6.8 million were measured at fair value and classified as Level 3 on a nonrecurring basis.

Significant unobservable inputs used in the fair value measurements of Level 3 assets on a nonrecurring basis were as follows at December 31, 2024:

December 31, 2024 · Valuation Technique · Significant Unobservable Inputs · Range · Weighted Average
(dollars in thousands)
Loans individually evaluated$6,830Appraisals of collateralAppraisal adjustments(1)20.00%-75.00%63.06%
(1) Represents adjustments to appraised values related to market conditions and liquidation estimates based on management judgment.

Fair Value of Financial Instruments

The following tables present the carrying values and fair values of our financial instruments at the dates presented:

CarryingValue(1) · Fair Value Measurements at September 30, 2025
(dollars in thousands) · Total · Level 1 · Level 2 · Level 3
ASSETS
Cash and due from banks, including interest-bearing deposits$196,228$196,228$196,228$—$—
Securities available for sale1,001,1491,001,14995,581905,568—
Portfolio loans, net7,882,8527,704,463——7,704,463
Collateral receivable608608608——
Securities held in a deferred compensation plan13,60913,60913,609——
Mortgage servicing rights5,1498,006——8,006
Interest rate swap contracts - commercial loans35,73935,739—35,739—
Interest rate lock commitments - mortgage loans1919——19
LIABILITIES
Deposits$7,921,943$7,918,559$5,997,324$1,921,235$—
Collateral payable22,66022,66022,660——
Short-term borrowings135,000135,000—135,000—
Long-term borrowings50,83650,848—50,848—
Junior subordinated debt securities49,46349,463—49,463—
Interest rate swap contracts - commercial loans36,04236,042—36,042—
Interest rate swap contracts - cash flow hedge3,1993,199—3,199—
(1) As reported in the Consolidated Balance Sheets
CarryingValue(1) · Fair Value Measurements at December 31, 2024
(dollars in thousands) · Total · Level 1 · Level 2 · Level 3
ASSETS
Cash and due from banks, including interest-bearing deposits$244,820$244,820$244,820$—$—
Securities available for sale987,591987,59193,944893,647—
Portfolio loans, net7,641,4647,362,898——7,362,898
Collateral receivable2,0342,0342,034——
Securities held in a deferred compensation plan10,87610,87610,876——
Mortgage servicing rights5,6468,533——8,533
Interest rate swaps - commercial loans60,89060,890—60,890—
LIABILITIES
Deposits$7,783,117$7,778,740$5,916,154$1,862,586$—
Collateral payable52,51652,51652,516——
Short-term borrowings150,000150,000—150,000—
Long-term borrowings50,89650,652—50,652—
Junior subordinated debt securities49,41849,418—49,418—
Interest rate swaps - commercial loans61,27161,271—61,271—
Interest rate swaps - cash flow hedge9,5899,589—9,589—
(1) As reported in the Consolidated Balance Sheets

NOTE 4. SECURITIES

The following table presents the fair values of our securities portfolio at the dates presented:

(dollars in thousands)September 30, 2025December 31, 2024
Debt securities$999,830$986,415
Equity securities1,3191,176
Total Securities Available for Sale$1,001,149$987,591

The following table presents the amortized cost and fair value of available-for-sale debt securities as of the dates presented:

September 30, 2025December 31, 2024
(dollars in thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValueAmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
U.S. Treasury securities$96,544$103$(2,385)$94,262$97,045$—$(4,277)$92,768
Obligations of U.S. government corporations and agencies————15,260—(189)15,071
Collateralized mortgage obligations of U.S. government corporations and agencies665,9454,756(33,165)637,536643,690872(48,278)596,284
Residential mortgage-backed securities of U.S. government corporations and agencies36,9507(5,101)31,85640,1093(6,905)33,207
Commercial mortgage-backed securities of U.S. government corporations and agencies234,2592,377(5,403)231,233237,270115(12,587)224,798
Obligations of states and political subdivisions4,92914—4,94324,780—(493)24,287
Total Available-for-Sale Debt Securities(1)$1,038,627$7,257$(46,054)$999,830$1,058,154$990$(72,729)$986,415

(1)Excludes interest receivable of $3.3 million at September 30, 2025 and $3.7 million at December 31, 2024. Interest receivable is included in other assets in the Consolidated Balance Sheets.

The following tables present the fair value and the age of gross unrealized losses on available-for-sale debt securities by investment category as of the dates presented:

September 30, 2025
Less Than 12 Months12 Months or MoreTotal
(dollars in thousands)Number of SecuritiesFair ValueUnrealizedLossesNumber of SecuritiesFair ValueUnrealizedLossesNumber of SecuritiesFair ValueUnrealizedLosses
U.S. Treasury securities1$10,004$(2)7$69,154$(2,383)8$79,158$(2,385)
Collateralized mortgage obligations of U.S. government corporations and agencies324,430(249)58308,439(32,916)61332,869(33,165)
Residential mortgage-backed securities of U.S. government corporations and agencies———1831,688(5,101)1831,688(5,101)
Commercial mortgage-backed securities of U.S. government corporations and agencies———10114,124(5,403)10114,124(5,403)
Total4$34,434$(251)93$523,405$(45,803)97$557,839$(46,054)
December 31, 2024
Less Than 12 Months12 Months or MoreTotal
(dollars in thousands)Number of SecuritiesFair ValueUnrealizedLossesNumber of SecuritiesFair ValueUnrealizedLossesNumber of SecuritiesFair ValueUnrealizedLosses
U.S. Treasury securities5$45,045$(362)5$47,723$(3,915)10$92,768$(4,277)
Obligations of U.S. government corporations and agencies———215,071(189)215,071(189)
Collateralized mortgage obligations of U.S. government corporations and agencies22209,511(3,393)56318,104(44,885)78527,615(48,278)
Residential mortgage-backed securities of U.S. government corporations and agencies18—2133,030(6,905)2233,038(6,905)
Commercial mortgage-backed securities of U.S. government corporations and agencies988,040(1,741)12122,833(10,846)21210,873(12,587)
Obligations of states and political subdivisions424,286(493)———424,286(493)
Total41$366,890$(5,989)96$536,761$(66,740)137$903,651$(72,729)

We evaluate securities with unrealized losses quarterly to determine if the decline in fair value has resulted from credit impairment or other factors. We do not believe any individual unrealized loss as of September 30, 2025 represents a credit impairment. The unrealized losses on debt securities were attributable to changes in interest rates and not related to the credit quality of the issuers. All debt securities were determined to be investment grade and paying principal and interest according to the contractual terms of the security. At September 30, 2025, we do not intend to sell, and it is more likely than not that we will not be required to sell, the securities in an unrealized loss position before recovery of their amortized cost.

The following table presents net unrealized gains and losses, net of tax, on available-for-sale debt securities included in accumulated other comprehensive income (loss), for the periods presented:

September 30, 2025December 31, 2024
(dollars in thousands)Gross Unrealized GainsGross Unrealized LossesNet Unrealized LossesGross Unrealized GainsGross Unrealized LossesNet Unrealized Losses
Total unrealized gains (losses) on available-for-sale debt securities$7,257$(46,054)$(38,797)$990$(72,729)$(71,739)
Income tax (expense) benefit(1,563)9,9218,358(213)15,64415,431
Net Unrealized Gains (Losses), Net of Tax Included in Accumulated Other Comprehensive Income (Loss)$5,694$(36,133)$(30,439)$777$(57,085)$(56,308)

The amortized cost and fair value of available-for-sale debt securities at September 30, 2025 by contractual maturity are included in the table below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

September 30, 2025
(dollars in thousands)Amortized CostFair Value
Obligations of the U.S. Treasury, U.S. government corporations and agencies and obligations of states and political subdivisions
Due in one year or less$29,913$29,892
Due after one year through five years71,56069,313
Due after five years through ten years——
Due after ten years——
Available-for-Sale Debt Securities With Fixed Maturities101,47399,205
Debt Securities without a single maturity date
Collateralized mortgage obligations of U.S. government corporations and agencies665,945637,536
Residential mortgage-backed securities of U.S. government corporations and agencies36,95031,856
Commercial mortgage-backed securities of U.S. government corporations and agencies234,259231,233
Total Available-for-Sale Debt Securities$1,038,627$999,830

Debt securities are pledged in order to meet various regulatory and legal requirements. Restricted pledged securities had a carrying value of $39.1 million at September 30, 2025 and $27.8 million at December 31, 2024. Unrestricted pledged securities had a carrying value of $209.1 million at September 30, 2025 and $195.6 million at December 31, 2024. Any sales or changes to the pledged status of restricted pledged securities requires approval of the beneficiary. Approval is not required in order to sell or make changes to the pledged status for unrestricted pledged securities.

NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans and Loans Held for Sale

Loans are presented net of unearned income. Unearned income consisted of net deferred loan fees and costs of $4.7 million at September 30, 2025 and $4.3 million at December 31, 2024 and a discount related to purchase accounting fair value adjustments of $2.1 million at September 30, 2025 and $2.5 million at December 31, 2024.

The following table summarizes the composition of originated and acquired loans as of the dates presented:

(dollars in thousands)September 30, 2025December 31, 2024
Commercial real estate$2,950,110$2,708,531
Commercial and industrial1,275,9851,351,637
Commercial construction307,012341,266
Business banking1,316,3461,303,258
Consumer real estate2,028,9541,933,509
Other consumer102,600104,757
Total Loans(1)$7,981,007$7,742,958

(1)Excludes interest receivable of $32.9 million at September 30, 2025 and $32.7 million at December 31, 2024. Interest receivable is included inother assets in the Consolidated Balance Sheets.

Modifications to Borrowers Experiencing Financial Difficulty

The following tables present the amortized cost of loans to borrowers experiencing financial difficulty by portfolio segment and type of modification during the periods presented:

Three Months Ended September 30, 2025
(dollars in thousands)Term ExtensionTotal% of Portfolio Segment
Commercial real estate$14,574$14,5740.49%
Commercial and industrial14,32014,3201.12%
Total$28,894$28,8940.36%
Three Months Ended September 30, 2024
(dollars in thousands)Term ExtensionTotal% of Portfolio Segment
Commercial real estate$12,482$12,4820.47%
Consumer real estate2232230.01%
Total$12,705$12,7050.17%
Nine Months Ended September 30, 2025
(dollars in thousands)Term ExtensionPayment Delays (Other Than Insignificant)Term Extension and Payment DelaysTotal% of Portfolio Segment
Commercial real estate$14,574—$—$14,5740.49%
Commercial and industrial22,097—1,99224,0891.89%
Consumer real estate273——2730.01%
Total$36,944$—$1,992$38,9360.49%
Nine Months Ended September 30, 2024
(dollars in thousands)Term ExtensionPayment Delays (Other Than Insignificant)Term Extension and Interest Rate ReductionTotal% of Portfolio Segment
Commercial real estate$12,482$—$—$12,4820.47%
Commercial and industrial9,49912,340—21,8391.60%
Consumer real estate330——3300.02%
Total$22,311$12,340$—$34,6510.45%

The following tables describe the effect of loan modifications made to borrowers experiencing financial difficulty during the periods presented:

Three Months Ended September 30, 2025 · Nine Months Ended September 30, 2025
Weighted-Average Term Extension (in months)Weighted-Average Payment Deferral(in months)Weighted-Average Term Extension (in months)Weighted-Average Payment Delays(in months)
Commercial real estate3—3—
Commercial and industrial18—1413
Consumer real estate——121—
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Weighted-Average Term Extension (in Months)Weighted-Average Payment Deferral(in Months)Weighted-Average Term Extension (in Months)Weighted-Average Payment Deferral(in Months)
Commercial real estate3—3—
Commercial and industrial——116
Consumer real estate99—89—

We closely monitor the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts.

The following tables present an aging analysis since the date of modification for loans to borrowers experiencing financial difficulty that were modified in the last 12 months as of the dates presented:

September 30, 2025
(dollars in thousands)Current30-59 Days Past Due60-89 Days Past Due90+ Days Past DueTotal
Commercial real estate$470$14,574$—$—$15,044
Commercial and industrial20,6073,482——24,089
Consumer real estate184——246430
Total$21,261$18,056$—$246$39,563
September 30, 2024
(dollars in thousands)Current30-59 Days Past Due60-89 Days Past Due90+ Days Past DueTotal
Commercial real estate$12,482$—$—$—$12,482
Commercial and industrial14,3647,475——21,839
Business banking107———107
Consumer real estate223——107330
Total$27,176$7,475$—$107$34,758

A payment default is defined as a loan having a payment past due 90 days or more. There were three payment defaults in the amount of $0.2 million during the three months ended September 30, 2025 andfive payment defaults in the amount of $3.7 million during the nine months ended September 30, 2025 of which $3.5 million was brought current as of September 30, 2025 compared to one payment default for $0.1 million in the same periods in 2024. Additionally, we had 11 commitments to lend an additional $0.2 million to borrowers experiencing financial difficulty that had a modification during the twelve months ended September 30, 2025 andfour commitments to lend an additional $0.6 million to borrowers experiencing financial difficulty that had a modification during the same period in 2024.

The effect of modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, or ACL, because of the measurement methodologies used to estimate the ACL, therefore, a change to the ACL is generally not recorded upon modification. If principal forgiveness is provided, that portion of the loan will be charged-off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. An assessment of whether the borrower is experiencing financial difficulty is made on the date of a modification.

Allowance for Credit Losses

We maintain an ACL, at a level determined to be adequate to absorb estimated expected credit losses within the loan portfolio over the contractual life of an instrument that considers our historical loss experience, current conditions and forecasts of future economic conditions as of the balance sheet date. We develop and document a systematic ACL methodology based on the following portfolio segments: 1) CRE, 2) C&I, 3) Commercial Construction, 4) Business Banking, 5) Consumer Real Estate and 6) Other Consumer.

The following are key risks within each portfolio segment:

CRE—Loans secured by commercial purpose real estate, including both owner-occupied properties and investment properties for various purposes such as hotels, retail, multifamily and health care. Operations of the individual projects and global cash flows of the debtors are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and the business prospects of the lessee, if the project is not owner-occupied.

C&I—Loans made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the company is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often does not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.

Commercial Construction—Loans made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While these loans are generally confined to the construction period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.

Business Banking—Commercial purpose loans made to small businesses that are standard, non-complex products evaluated through a streamlined credit approval process that has been designed to maximize efficiency while maintaining high credit quality standards that meet small business market customers’ needs. The business banking portfolio is monitored by utilizing a standard and closely managed process focusing on behavioral and performance criteria. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and business.

Consumer Real Estate—Loans secured by first and second liens such as 1-4 family residential mortgages, home equity loans and home equity lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Other Consumer—Loans made to individuals that may be secured by assets other than 1-4 family residences, as well as unsecured loans. This segment includes auto loans, unsecured loans and lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

Management monitors various credit quality indicators for the commercial, business banking and consumer loan portfolios, including changes in risk ratings, nonperforming status and delinquency on a monthly basis.

We monitor the commercial and business banking loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans within the pass rating generally have a lower risk of loss than loans risk rated as special mention or substandard.

Our risk ratings are consistent with regulatory guidance and are as follows:

Pass—The loan is currently performing and is of high quality.

Special Mention—A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in the strength of our credit position at some future date.

Substandard—A substandard loan is not adequately protected by the net worth and/or paying capacity of the borrower or by the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

Doubtful—Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

The following tables present loan balances by year of origination and internally assigned risk rating for our portfolio segments as of the dates presented:

September 30, 2025
Risk Rating by Year of Origination
(dollars in thousands)202520242023202220212020 and PriorRevolvingRevolving-TermTotal
Commercial Real Estate
Pass$357,915$313,154$342,656$354,445$362,198$1,069,815$41,678$—$2,841,861
Special mention—305504,8561,80154,348255—61,615
Substandard——3,91412,8807,02720,148——43,969
Doubtful———2,665————2,665
Total Commercial Real Estate357,915313,459346,620374,846371,0261,144,31141,933—2,950,110
Year-to-date Gross Charge-offs—————————
Commercial and Industrial
Pass99,681100,997117,316156,87684,173162,396470,903—1,192,342
Special mention——2151,646613,1847,068—22,119
Substandard—5153,529—18,7716,00632,703—61,524
Doubtful—————————
Total Commercial and Industrial99,681101,512121,060158,522102,950181,586510,674—1,275,985
Year-to-date Gross Charge-offs256—76172——1,895—2,399
Commercial Construction
Pass117,262107,85451,52318,7832,5351,3156,871—306,143
Special mention—————————
Substandard—869——————869
Doubtful—————————
Total Commercial Construction117,262108,72351,52318,7832,5351,3156,871—307,012
Year-to-date Gross Charge-offs———119————119
Business Banking
Pass144,317133,243210,066204,442161,253347,25893,7494761,294,804
Special mention—382—9501423,476321615,143
Substandard——2,5131,4154,2927,55315846816,399
Doubtful—————————
Total Business Banking144,317133,625212,579206,807165,687358,28793,9391,1051,316,346
Year-to-date Gross Charge-offs—19132169563——784
Consumer Real Estate
Pass126,397224,633306,271311,404121,309285,827609,93531,6222,017,398
Special mention—————88——88
Substandard—2641,3154191884,7291,7942,75911,468
Doubtful—————————
Total Consumer Real Estate126,397224,897307,586311,823121,497290,644611,72934,3812,028,954
Year-to-date Gross Charge-offs—351002—8331521772
Other Consumer
Pass5,7035,8704,5174,5971,5011,18371,4037,628102,402
Special mention—————————
Substandard——15—12146—25198
Doubtful—————————
Total Other Consumer5,7035,8704,5324,5971,5131,32971,4037,653102,600
Year-to-date Gross Charge-offs696828601955—6531,519
Pass851,275885,7511,032,3491,050,547732,9691,867,7941,294,53939,7267,754,950
Special mention—6872657,4521,94971,0967,35516188,965
Substandard—1,64811,28614,71430,29038,58234,6553,252134,427
Doubtful———2,665————2,665
Total Loan Balance$851,275$888,086$1,043,900$1,075,378$765,208$1,977,472$1,336,549$43,139$7,981,007
Year-to-date Gross Charge-offs$952$62$336$354$88$701$1,926$1,174$5,593
December 31, 2024
Risk Rating by Year of Origination
(dollars in thousands)202420232022202120202019 and PriorRevolvingRevolving-TermTotal
Commercial Real Estate
Pass$278,187$287,081$362,174$413,781$213,384$1,040,703$35,737$—$2,631,047
Special mention—2,0003701,840—46,104254—50,568
Substandard——985—1,83423,683——26,502
Doubtful————414———414
Total Commercial Real Estate278,187289,081363,529415,621215,6321,110,49035,991—2,708,531
Year-to-date Gross Charge-offs—————5,205——5,205
Commercial and Industrial
Pass119,580147,007194,363131,87730,093175,359466,640—1,264,919
Special mention—201,2211421014,89611,033—27,322
Substandard5631,07317220,5867407,17125,355—55,660
Doubtful———366469—2,901—3,736
Total Commercial and Industrial120,143148,100195,756152,97131,312197,426505,929—1,351,637
Year-to-date Gross Charge-offs—78—1,235—911,032—2,436
Commercial Construction
Pass119,355121,81657,85314,9118842,1398,310—325,268
Special mention——15,998—————15,998
Substandard—————————
Doubtful—————————
Total Commercial Construction119,355121,81673,85114,9118842,1398,310—341,266
Year-to-date Gross Charge-offs—————————
Business Banking
Pass149,603230,784225,318173,76376,087332,70792,7565971,281,615
Special mention——491301474,302352684,931
Substandard212,2571,2873,7904098,31819044016,712
Doubtful—————————
Total Business Banking149,624233,041226,654177,68376,643345,32792,9811,3051,303,258
Year-to-date Gross Charge-offs—79124—561,486——1,745
Consumer Real Estate
Pass217,250334,532324,346133,15595,301223,799569,38624,9401,922,709
Special mention—————99——99
Substandard—1,231431922035,5641,1722,29610,701
Doubtful—————————
Total Consumer Real Estate217,250335,763324,389133,34795,504229,462570,55827,2361,933,509
Year-to-date Gross Charge-offs————937861,2161,348
Other Consumer
Pass8,4566,8497,3493,2281,75846871,0395,425104,572
Special mention—————————
Substandard———2110150—4185
Doubtful—————————
Total Other Consumer8,4566,8497,3493,2491,76861871,0395,429104,757
Year-to-date Gross Charge-offs839341641032618—2701,454
Pass892,4311,128,0691,171,403870,715417,5071,775,1751,243,86830,9627,530,130
Special mention—2,02017,6382,11215765,40111,32226898,918
Substandard5844,5612,48724,5893,19644,88626,7172,740109,760
Doubtful———366883—2,901—4,150
Total Loan Balance$893,015$1,134,650$1,191,528$897,782$421,743$1,885,462$1,284,808$33,970$7,742,958
Year-to-date Gross Charge-offs$839$191$288$1,338$91$6,837$1,118$1,486$12,188

The following tables present the aging analysis of past due loans segregated by class of loans as of the dates presented:

September 30, 2025
(dollars in thousands)Current30-59 DaysPast Due60-89 DaysPast DueNonaccrualTotal PastDue LoansTotal Loans
Commercial real estate$2,915,311$9,151$—$25,648$34,799$2,950,110
Commercial and industrial1,251,24115,765—8,97924,7441,275,985
Commercial construction306,143——869869307,012
Business banking1,309,3152,3585274,1467,0311,316,346
Consumer real estate2,013,2752,7633,1049,81215,6792,028,954
Other consumer101,957120359164643102,600
Total$7,897,242$30,157$3,990$49,618$83,765$7,981,007
December 31, 2024
(dollars in thousands)Current30-59 DaysPast Due60-89 DaysPast DueNonaccrualTotal PastDue LoansTotal Loans
Commercial real estate$2,705,303$—$—$3,228$3,228$2,708,531
Commercial and industrial1,338,0534151,99611,17313,5841,351,637
Commercial construction340,230—1,036—1,036341,266
Business banking1,297,6512,3362832,9885,6071,303,258
Consumer real estate1,918,1502,4642,57710,31815,3591,933,509
Other consumer104,156216155230601104,757
Total$7,703,543$5,431$6,047$27,937$39,415$7,742,958

The following tables present loans on nonaccrual status by class of loan for the year-to-date periods presented:

September 30, 2025
(dollars in thousands)Beginning of Period NonaccrualEnd of Period NonaccrualNonaccrual With No Related AllowanceInterest Income Recognizedon Nonaccrual(1)
Commercial real estate$3,228$25,648$10,814$92
Commercial and industrial11,1738,9798,864115
Commercial construction—869—25
Business banking2,9884,146—146
Consumer real estate10,3189,812—443
Other consumer230164—3
Total$27,937$49,618$19,678$824

(1)Represents only cash payments received and applied to interest on nonaccrual loans.

December 31, 2024
(dollars in thousands)Beginning of Period NonaccrualEnd of Period NonaccrualNonaccrual With No Related AllowanceInterest Income Recognizedon Nonaccrual(1)
Commercial real estate$6,320$3,228$984$116
Commercial and industrial87811,17331185
Commercial construction4,960——700
Business banking4,1472,988—93
Consumer real estate6,31210,318—392
Other consumer330230—3
Total$22,947$27,937$1,295$1,389

(1)Represents only cash payments received and applied to interest on nonaccrual loans.

The following tables present loans that are individually evaluated and collateral-dependent as of the dates presented:

September 30, 2025
Type of Collateral
(dollars in thousands)Real EstateBusiness AssetsOther
Commercial real estate$25,388$—$—
Commercial and industrial—3,8645,000
Total$25,388$3,864$5,000
December 31, 2024
Type of Collateral
(dollars in thousands)Real EstateBusiness Assets
Commercial real estate$2,028$—
Commercial and industrial—9,937
Total$2,028$9,937

The following tables present activity in the ACL for the periods presented:

Three Months Ended September 30, 2025
(dollars in thousands)CommercialReal EstateCommercial andIndustrialCommercialConstructionBusiness BankingConsumerReal EstateOtherConsumerTotal Loans
Allowance for credit losses on loans:
Balance at beginning of period$30,335$32,080$6,468$11,461$15,527$2,709$98,580
Provision for credit losses on loans(1)3,053376(2,161)874152191,989
Charge-offs—(1,971)—(462)(220)(400)(3,053)
Recoveries—146949170265639
Net (Charge-offs) Recoveries—(1,825)9(413)(50)(135)(2,414)
Balance at End of Period$33,388$30,631$4,316$11,135$15,892$2,793$98,155
(1) Excludes the provision for credits losses for unfunded commitments.
Three Months Ended September 30, 2024
(dollars in thousands)CommercialReal EstateCommercial andIndustrialCommercialConstructionBusiness BankingConsumerReal EstateOtherConsumerTotal Loans
Allowance for credit losses on loans:
Balance at beginning of period$37,077$34,735$5,347$10,883$15,376$2,732$106,150
Provision for credit losses on loans(1)(1,441)2,184(945)25246212308
Charge-offs—(1,308)—(179)(616)(337)(2,440)
Recoveries1113—734076303
Net (Charge-offs) Recoveries1(1,195)—(106)(576)(261)(2,137)
Balance at End of Period$35,637$35,724$4,402$11,029$14,846$2,683$104,321
(1) Excludes the provision for credit losses for unfunded commitments.

The following tables present activity in the ACL for the periods presented:

Nine Months Ended September 30, 2025
(dollars in thousands)CommercialReal EstateCommercial andIndustrialCommercialConstructionBusiness BankingConsumerReal EstateOtherConsumerTotal Loans
Allowance for credit losses on loans:
Balance at beginning of period$30,254$37,084$4,893$10,681$15,776$2,806$101,494
Provision for credit losses on loans(1)2,999(4,424)(467)1,124368606206
Charge-offs—(2,399)(119)(784)(772)(1,519)(5,593)
Recoveries13537091145209002,048
Net (Charge-offs) Recoveries135(2,029)(110)(670)(252)(619)(3,545)
Balance at End of Period$33,388$30,631$4,316$11,135$15,892$2,793$98,155
(1) Excludes the provision for credits losses for unfunded commitments.
Nine Months Ended September 30, 2024
(dollars in thousands)CommercialReal EstateCommercial andIndustrialCommercialConstructionBusiness BankingConsumerReal EstateOtherConsumerTotal Loans
Allowance for credit losses on loans:
Balance at beginning of period$37,886$34,538$5,382$12,858$14,663$2,639$107,966
Provision for credit losses on loans(1)2,4982,715(980)(1,610)1,1369344,693
Charge-offs(5,205)(2,436)—(373)(1,087)(1,122)(10,223)
Recoveries458907—1541342321,885
Net Charge-offs(4,747)(1,529)—(219)(953)(890)(8,338)
Balance at End of Period$35,637$35,724$4,402$11,029$14,846$2,683$104,321
(1) Excludes the provision for credits losses for unfunded commitments.

NOTE 6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivatives Designated as Hedging Instruments

The following table indicates the amounts representing the value of derivative assets and derivative liabilities as of the dates presented:

Derivative Assets(Included in Other Assets) · Derivative Liabilities(Included in Other Liabilities)
September 30, 2025December 31, 2024September 30, 2025December 31, 2024
(dollars in thousands)Notional AmountFair ValueNotional AmountFair ValueNotional AmountFair ValueNotional AmountFair Value
Derivatives Designated as Hedging Instruments
Interest rate swap contracts - cash flow hedges$—$—$—$—$400,000$3,199$500,000$9,589
Total Derivatives Designated as Hedging Instruments————400,0003,199500,0009,589
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts - commercial loans758,66535,739850,10460,890758,66536,042850,10461,271
Interest rate lock commitments - mortgage loans58019——————
Total Derivatives Not Designated as Hedging Instruments759,24535,758850,10460,890758,66536,042850,10461,271
Total Derivatives$759,245$35,758$850,104$60,890$1,158,665$39,241$1,350,104$70,860

The following table indicates the gross amounts of interest rate swap derivative assets and derivative liabilities, the amounts offset and the carrying values in the Consolidated Balance Sheets at the dates presented:

Derivative Assets(Included in Other Assets)Derivative Liabilities(Included in Other Liabilities)
(dollars in thousands)September 30, 2025December 31, 2024September 30, 2025December 31, 2024
Gross amounts recognized$35,739$60,890$39,241$70,860
Gross amounts offset————
Net amounts presented in the Consolidated Balance Sheets35,73960,89039,24170,860
Netting adjustments(1)(3,199)(8,317)(3,199)(8,317)
Cash collateral(2)(22,660)(52,516)608(2,034)
Net Amount$9,880$57$36,650$60,509
(1) Netting adjustments represent the amounts recorded to convert derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance.
(2) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The application of the cash collateral cannot reduce the net derivative position below zero. Therefore, excess cash collateral, if any, is not reflected above.
The following table presents the effect, net of tax, of the cash flow hedges on Other Comprehensive Income (Loss), or OCI, and on the Condensed Consolidated Statements of Comprehensive Income for the periods presented:
Amount of Gain Recognized in Other Comprehensive IncomeAmount of Loss Reclassified from Accumulated Other Comprehensive Loss into Interest Income
(dollars in thousands)Three months ended September 30, 2025Three months ended September 30, 2024Three months ended September 30, 2025Three months ended September 30, 2024
Derivatives in Cash Flow Hedging Relationships:
Interest rate swap contracts - cash flow hedge$1,166$7,877$(1,412)$(2,785)
Total$1,166$7,877$(1,412)$(2,785)
Amount of Gain Recognized in Other Comprehensive Income · Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Interest Income
(dollars in thousands)Nine months ended September 30, 2025Nine months ended September 30, 2024Nine months ended September 30, 2025Nine months ended September 30, 2024
Derivatives in Cash Flow Hedging Relationships:
Interest rate swap contracts - cash flow hedges$5,016$6,018$(4,625)$(8,386)
Total$5,016$6,018$(4,625)$(8,386)

Amounts reported in OCI related to derivatives that are designated as hedging instruments are reclassified to interest income as interest payments are received on variable rate assets. During the next twelve months, we estimate that an additional $2.9 million will be reclassified as a decrease to interest income. Our current interest rate swap agreements have three tofive year terms with maturity dates extending into 2027.

The following table indicates the gain recognized in income on derivatives not designated as hedging instruments for the periods presented:

Three Months Ended September 30,Nine Months Ended September 30,
(dollars in thousands)2025202420252024
Derivatives not Designated as Hedging Instruments
Interest rate swap contracts—commercial loans$53$8$147$90
Interest rate lock commitments—mortgage loans19641964
Total Derivatives Gain$72$72$166$154

NOTE 7. TAX CREDIT EQUITY INVESTMENTS

As part of our responsibilities under the Community Reinvestment Act and due to their favorable federal income tax benefits, we invest in low-income-housing tax credit, or LIHTC, and historic tax credit, or HTC, partnerships. As a limited partner in these operating partnerships, we receive tax credits and tax deductions for losses incurred by the underlying properties. No impairment losses were recognized for the three and nine months ended September 30, 2025 and 2024.

The following table presents the balances included in the Consolidated Balance Sheets as of the dates presented:

(dollars in thousands)September 30, 2025December 31, 2024
Tax credit equity investment(1)$36,971$40,577
Unfunded commitments(2)3,7515,887
(1) Included in other assets in the Consolidated Balance Sheets
(2) Included in other liabilities in the Consolidated Balance Sheets

The following table summarizes the amortization expense and tax credits included in income tax expense in the Condensed Consolidated Statements of Comprehensive Income for the periods presented:

Three Months Ended September 30,
(dollars in thousands)20252024
Tax credits and other tax benefits recognized$1,570$1,686
Amortization1,1441,404
Net benefit included in income tax expense$426$282
Nine Months Ended September 30,
(dollars in thousands)20252024
Tax credits and other tax benefits recognized$4,346$3,498
Amortization3,6062,939
Net benefit included in income tax expense$740$559

NOTE 8. COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of business, we offer off-balance sheet credit arrangements to enable our customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, equals the contractual amount of the obligation less the value of any collateral. We apply the same credit policies in making commitments and standby letters of credit that are used for the underwriting of loans to customers. Commitments generally have fixed expiration dates, annual renewals or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The following table sets forth our commitments and letters of credit as of the dates presented:

(dollars in thousands)September 30, 2025December 31, 2024
Commitments to extend credit$2,575,005$2,382,847
Standby letters of credit64,39569,558
Total$2,639,400$2,452,405

Litigation

In the normal course of business, we are subject to various legal and administrative proceedings and claims. While any type of litigation contains a level of uncertainty, we believe that the outcome of such proceedings or claims pending will not have a material adverse effect on our consolidated financial position or results of operations.

NOTE 9. OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the change in components of other comprehensive income (loss) for the periods presented, net of tax effects.

Three Months Ended September 30, 2025Three Months Ended September 30, 2024
(dollars in thousands)Pre-TaxAmountTaxExpenseNet of TaxAmountPre-TaxAmountTaxExpenseNet of TaxAmount
Change in net unrealized gains (losses) on available-for-sale debt securities$7,304$(1,573)$5,731$30,170$(6,511)$23,659
Net available-for-sale securities losses reclassified into earnings———2,199(474)1,725
Change in interest rate swap1,487(321)1,16610,042(2,165)7,877
Adjustment to funded status of employee benefit plans402(87)315218(53)165
Other Comprehensive Income$9,193$(1,981)$7,212$42,629$(9,203)$33,426
Nine Months Ended September 30, 2025 · Nine Months Ended September 30, 2024
(dollars in thousands)Pre-TaxAmountTax ExpenseNet of TaxAmountPre-TaxAmountTax ExpenseNet of TaxAmount
Change in net unrealized gains (losses) on available-for-sale debt securities$30,647$(6,580)$24,067$24,397$(5,094)$19,303
Net available-for-sale securities losses reclassified into earnings2,295(493)1,8025,346(1,116)4,230
Change in interest rate swap6,390(1,374)5,0167,625(1,607)6,018
Adjustment to funded status of employee benefit plans1,162(245)9171,019(177)842
Other Comprehensive Income$40,494$(8,692)$31,802$38,387$(7,994)$30,393
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.