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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026

OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

COMMISSION FILE NUMBER 0-14703

NBT BANCORP INC.
(Exact name of registrant as specified in its charter)

Delaware
  
16-1268674
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

52 South Broad Street, Norwich, New York 13815
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

None
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
  
NBTB
  
The  NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of April 30, 2026, there were 52,010,232 shares outstanding of the Registrant’s Common Stock, $0.01 par value per share.


NBT BANCORP INC.
FORM 10-Q - Quarter Ended March 31, 2026

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
  
ITEM 1.
FINANCIAL STATEMENTS (Unaudited)
  

4

5

6

7

8

10
ITEM 2.
 29
ITEM 3.
 45
ITEM 4.
 45


 
PART II
OTHER INFORMATION
 
ITEM 1.
 45
ITEM 1A.
 45
ITEM 2.
 45
ITEM 3.
 46
ITEM 4.
 46
ITEM 5.
 46
ITEM 6.
 46


 

47

2
Table of Contents
GLOSSARY OF ABBREVIATIONS AND ACRONYMS

When references to “NBT”, “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries.

The acronyms and abbreviations identified below are used throughout this report, including the Notes to Unaudited Interim Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report.

AFS
available for sale
AIR
accrued interest receivable
AOCI
accumulated other comprehensive income (loss)
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
bp(s)
basis point(s)
C&I
commercial & industrial
CECL
current expected credit losses
CME
Chicago Mercantile Exchange Clearing House
CODM
chief operating decision maker
CRE
commercial real estate
EPS
earnings per share
Evans
Evans Bancorp, Inc.
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank
FOMC
Federal Open Market Committee
FRB
Federal Reserve Board
FTE
fully taxable equivalent
GAAP
generally accepted accounting principles in the United States of America
GDP
Gross Domestic Product
HTM
held to maturity
LGD
loss given default
MMDA
money market deposit accounts
NASDAQ
The NASDAQ Stock Market LLC
NIM
net interest margin
OCC
Office of the Comptroller of the Currency
OREO
other real estate owned
PCD
purchased credit deteriorated
PD
probability of default
SEC
U.S. Securities and Exchange Commission
SOFR
Secured Overnight Financing Rate

3
Table of Contents
ITEM 1. FINANCIAL STATEMENTS

NBT Bancorp Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
 
March 31,
    
December 31,
  
(In thousands, except share and per share data)  
2026
    
2025
  
Assets
            
Cash and due from banks
  
$
151,558
    
$
185,158
  
Short-term interest-bearing accounts
    
564,514
      
301,958
  
Equity securities, at fair value
    
47,186
      
48,760
  
Securities available for sale, at fair value
    
1,918,526
      
1,862,838
  
Securities held to maturity (fair value $687,330 and $702,577, respectively)
    
748,607
      
762,756
  
Federal Reserve and Federal Home Loan Bank stock
    
44,658
      
44,575
  
Loans held for sale
    
185
      
1,108
  
Loans
    
11,547,255
      
11,598,114
  
Less allowance for loan losses
    
138,600
      
138,000
  
Net loans
  
$
11,408,655
    
$
11,460,114
  
Premises and equipment, net
    
100,253
      
99,277
  
Goodwill
    
453,278
      
453,278
  
Intangible assets, net
    
54,308
      
57,656
  
Bank owned life insurance
    
319,397
      
317,733
  
Other assets
    
393,281
      
399,910
  
Total assets
  
$
16,204,406
    
$
15,995,121
  
Liabilities
                
Demand (noninterest bearing)
  
$
3,847,041
    
$
3,800,209
  
Savings, interest-bearing checking and money market
    
8,508,200
      
8,206,539
  
Time
    
1,387,725
      
1,492,445
  
Total deposits
  
$
13,742,966
    
$
13,499,193
  
Short-term borrowings
    
117,806
      
148,069
  
Long-term debt
    
43,110
      
43,176
  
Subordinated debt, net
    
24,800
      
24,509
  
Junior subordinated debt
    
111,691
      
111,668
  
Other liabilities
    
249,636
      
272,290
  
Total liabilities
  
$
14,290,009
    
$
14,098,905
  
Stockholders’ equity
                
Preferred stock, $0.01 par value, 2,500,000 shares authorized
  
$
-
    
$
-
  
Common stock, $0.01 par value, 100,000,000 shares authorized; 59,083,155 shares issued
    
591
      
591
  
Additional paid-in-capital
    
965,891
      
964,778
  
Retained earnings
    
1,228,753
      
1,196,850
  
Accumulated other comprehensive loss
    
(87,315
)
    
(82,596
)
Common stock in treasury, at cost, 7,073,509 and 6,880,200 shares, respectively
    
(193,523
)
    
(183,407
)
Total stockholders’ equity
  
$
1,914,397
    
$
1,896,216
  
Total liabilities and stockholders’ equity
  
$
16,204,406
    
$
15,995,121
  

See accompanying notes to unaudited interim consolidated financial statements.

4
Table of Contents
NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Income (unaudited)
 
Three Months Ended
March 31,
  
(In thousands, except per share data)
  
2026
    
2025
  
Interest, fee and dividend income
            
Interest and fees on loans
  
$
161,102
    
$
138,052
  
Securities available for sale
    
13,482
      
10,262
  
Securities held to maturity
    
4,350
      
4,914
  
Other
    
3,712
      
1,176
  
Total interest, fee and dividend income
  
$
182,646
    
$
154,404
  
Interest expense
                
Deposits
  
$
44,835
    
$
42,588
  
Short-term borrowings
    
822
      
866
  
Long-term debt
    
441
      
266
  
Subordinated debt
    
510
      
1,822
  
Junior subordinated debt
    
1,690
      
1,639
  
Total interest expense
  
$
48,298
    
$
47,181
  
Net interest income
  
$
134,348
    
$
107,223
  
Provision for loan losses
    
5,577
      
7,554
  
Net interest income after provision for loan losses
  
$
128,771
    
$
99,669
  
Noninterest income
                
Service charges on deposit accounts
  
$
5,268
    
$
4,243
  
Card services income
    
6,028
      
5,317
  
Retirement plan administration fees
    
16,566
      
15,858
  
Wealth management
    
11,134
      
10,946
  
Insurance services
    
4,482
      
4,761
  
Bank owned life insurance income
    
2,659
      
3,397
  
Net securities gains (losses)
    
442
   
(104
)
Other
    
3,557
      
3,034
  
Total noninterest income
  
$
50,136
    
$
47,452
  
Noninterest expense
                
Salaries and employee benefits
  
$
68,759
    
$
60,694
  
Technology and data services
     11,510       10,238  
Occupancy
    
11,010
      
9,027
  
Professional fees and outside services
    
5,554
      
4,952
  
Office supplies and postage
    
2,167
      
1,942
  
FDIC assessment
    
2,010
      
1,694
  
Marketing
    
918
      
1,138
  
Amortization of intangible assets
    
3,348
      
2,111
  
Loan collection and other real estate owned, net
    
610
      
659
  
Acquisition expenses
     -       1,221  
Other
    
6,346
      
6,224
  
Total noninterest expense
  
$
112,232
    
$
99,900
  
Income before income tax expense
  
$
66,675
    
$
47,221
  
Income tax expense
    
15,533
      
10,476
  
Net income
  
$
51,142
    
$
36,745
  
Earnings per share
                
Basic
  
$
0.98
    
$
0.78
  
Diluted
  
$
0.98
    
$
0.77
  

See accompanying notes to unaudited interim consolidated financial statements.

5
Table of Contents
NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
 
Three Months Ended
March 31,
  
(In thousands)  
2026
    
2025
  
Net income
  
$
51,142
    
$
36,745
  
Other comprehensive income (loss), net of tax:
                
                 
Securities available for sale:
                
Unrealized net holding (losses) gains arising during the period, gross
  
$
(6,382
)
  
$
26,648
  
Tax effect
    
1,596
      
(6,662
)
Unrealized net holding (losses) gains arising during the period, net
  
$
(4,786
)
  
$
19,986
  
                 
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, gross
  
$
58
    
$
75
  
Tax effect
    
(15
)
    
(19
)
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, net
  
$
43
    
$
56
  
                 
Total securities available for sale, net
  
$
(4,743
)
  
$
20,042
  
                 
Pension and other benefits:
                
Amortization of prior service cost and actuarial losses, gross
  
$
32
    
$
324
  
Tax effect
    
(8
)
    
(81
)
Amortization of prior service cost and actuarial losses, net
  
$
24
    
$
243
  
                 
Total pension and other benefits, net
  
$
24
    
$
243
  
                 
Total other comprehensive (loss) income
  
$
(4,719
)
  
$
20,285
  
Comprehensive income
  
$
46,423
    
$
57,030
  

See accompanying notes to unaudited interim consolidated financial statements.

6
Table of Contents
NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
(In thousands, except share and per share data)  
Common
Stock
    
Additional
Paid-in-
Capital
    
Retained
Earnings
    
Accumulated
Other
Comprehensive
(Loss) Income
    
Common
Stock in
Treasury
    
Total
  
Balance at December 31, 2025
  
$
591
    
$
964,778
    
$
1,196,850
    
$
(82,596
)
  
$
(183,407
)
  
$
1,896,216
  
Net income
    
-
      
-
      
51,142
      
-
      
-
      
51,142
  
Cash dividends - $0.37 per share
    
-
      
-
      
(19,239
)
    
-
      
-
      
(19,239
)
Purchase of 250,000 treasury shares
    -
       -
       -
       -
       (11,014 )     (11,014 )
Net issuance of 56,691 shares to employee
and other stock plans
    
-
      
(2,256
)
    
-
      
-
      
898
      
(1,358
)
Stock-based compensation
    
-
      
3,369
      
-
      
-
      
-
      
3,369
  
Other comprehensive (loss)
    
-
      
-
      
-
      
(4,719
)
    
-
      
(4,719
)
Balance at March 31, 2026
  
$
591
    
$
965,891
    
$
1,228,753
    
$
(87,315
)
  
$
(193,523
)
  
$
1,914,397
  
                                                 
Balance at December 31, 2024
  
$
540
    
$
742,810
    
$
1,100,209
    
$
(142,098
)
  
$
(175,320
)
  
$
1,526,141
  
Net income
    
-
      
-
      
36,745
      
-
      
-
      
36,745
  
Cash dividends - $0.34 per share
    
-
      
-
      
(16,067
)
    
-
      
-
      
(16,067
)
Net issuance of 60,889 shares to employee
and other stock plans
    
-
      
(4,119
)
    
-
      
-
      
616
      
(3,503
)
Stock-based compensation
    
-
      
2,174
      
-
      
-
      
-
      
2,174
  
Other comprehensive income
     -       -       -       20,285       -       20,285  
Balance at March 31, 2025
  
$
540
    
$
740,865
    
$
1,120,887
    
$
(121,813
)
  
$
(174,704
)
  
$
1,565,775
  

See accompanying notes to unaudited interim consolidated financial statements.

7
Table of Contents
NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
 
Three Months Ended
March 31,
  
(In thousands)  
2026
    
2025
  
Operating activities
            
Net income
  
$
51,142
    
$
36,745
  
Adjustments to reconcile net income to net cash provided by operating activities
                
Provision for loan losses
    
5,577
      
7,554
  
Depreciation and amortization of premises and equipment
    
3,450
      
2,958
  
Net amortization on securities
    
149
      
552
  
Amortization of intangible assets
    
3,348
      
2,111
  
Amortization of operating lease right-of-use assets
    
2,277
      
1,957
  
Excess tax benefit on stock-based compensation
    
(169
)
    
(384
)
Stock-based compensation expense
    
3,369
      
2,174
  
Bank owned life insurance income
    
(2,659
)
    
(3,397
)
Amortization of subordinated debt issuance costs
    
-
      
109
  
Proceeds from sale of loans held for sale
    
2,149
      
83,400
  
Originations of loans held for sale
    
(1,168
)
    
(87,851
)
Net gain on sale of loans held for sale
    
(58
)
    
(141
)
Net securities (gains) losses
    
(442
)
    
104
  
Net gains on sale of other real estate owned
     (60 )     -  
Net change in other assets and other liabilities
    
(13,865
)
    
(3,886
)
Net cash provided by operating activities
  
$
53,040
    
$
42,005
  
Investing activities
                
Net cash used in acquisitions
   $ (488 )   $ (1,550 )
Securities available for sale:
                
Proceeds from maturities, calls and principal paydowns
    
70,947
      
36,025
  
Purchases
    
(132,811
)
    
(139,534
)
Securities held to maturity:
                
Proceeds from maturities, calls and principal paydowns
    
27,852
      
24,713
  
Purchases
    
(14,000
)
    
(18,958
)
Other:
                
Net decrease (increase) in loans
    
45,972
      
(16,329
)
Proceeds from Federal Home Loan Bank stock redemption
    
35
      
13,816
  
Purchases of Federal Home Loan Bank stock    
(118
)
    
(11,976
)
Proceeds from settlement of bank owned life insurance
    
995
      
4,331
  
Purchases of premises and equipment, net
    
(4,423
)
    
(3,701
)
Proceeds from sales of other real estate owned
    350
       -
  
Net cash used in investing activities
  
$
(5,689
)
  
$
(113,163
)
Financing activities
                
Net increase in deposits  
$
243,773
    
$
161,750
  
Net decrease in short-term borrowings
    
(30,263
)
    
(77,345
)
Repayments of long-term debt     (27 )     (25,039 )
Cash paid by employer for tax-withholding on stock issuance
    
(1,625
)
    
(2,114
)
Purchase of treasury stock
    
(11,014
)
    
-
  
Cash dividends
    
(19,239
)
    
(16,067
)
Net cash provided by financing activities
  
$
181,605
    
$
41,185
  
Net increase (decrease) in cash and cash equivalents
  
$
228,956
    
$
(29,973
)
Cash and cash equivalents at beginning of period
    
487,116
      
284,056
  
Cash and cash equivalents at end of period
  
$
716,072
    
$
254,083
  

8
Table of Contents
NBT Bancorp Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) (continued)

  
Three Months Ended
March 31,
  
   
2026
    
2025
  
Supplemental disclosure of cash flow information
            
Cash paid during the period for:
            
Interest expense
  
$
51,410
    
$
49,543
  
Income taxes paid, net of refunds
    
3,281
      
1,800
  
Noncash investing activities:
                
Loans transferred to other real estate owned
   $ -     $ 126  

See accompanying notes to unaudited interim consolidated financial statements.

9
Table of Contents
NBT Bancorp Inc. and Subsidiaries
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2026

1.
Description of Business

NBT Bancorp Inc. is a registered financial holding company incorporated in the state of Delaware in 1986, with its principal headquarters located in Norwich, New York. The principal assets of NBT Bancorp Inc. consist of all of the outstanding shares of common stock of its subsidiaries, including: NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I, Alliance Financial Capital Trust II and Evans Capital Trust I (collectively, the “Trusts”). The principal sources of revenue for NBT Bancorp Inc. are the management fees and dividends it receives from the Bank, NBT Financial and NBT Holdings. Collectively, NBT Bancorp Inc. and its subsidiaries are referred to herein as (the “Company”).

The Company’s business, primarily conducted through the Bank, consists of providing commercial banking, retail banking and wealth management services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company has been, and intends to remain, a community-oriented financial institution offering a variety of financial services. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers.

2.
Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of NBT Bancorp Inc. and its wholly-owned subsidiaries mentioned above. In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the instructions for the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, the consolidated financial statements do not include all of the information and notes necessary for complete financial statements in conformity with GAAP. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. All material intercompany transactions have been eliminated in consolidation. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation. The Company has evaluated subsequent events for potential recognition and/or disclosure, and none were identified.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates and such differences could be material to the financial statements. Estimates associated with the allowance for credit losses are particularly susceptible to material changes in the near term.

3.
Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In November 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-08, Financial Instruments-Credit Losses (Topic 326): Purchased Loans. The ASU expands the population of acquired financial assets subject to the gross-up approach in Topic 326, Financial Instrument-Credit Losses. In accordance with the amendments in this update, loans acquired without credit deterioration and deemed seasoned are purchased seasoned loans and accounted for using the gross-up approach at acquisition. The amendments apply prospectively and will be effective for fiscal periods beginning after December 15, 2026. The Company elected to early-adopt the ASU as of January 1, 2026.

Accounting Standards Issued Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, that addresses longstanding investor requests for more information regarding expenses included in the expense captions presented on the face of the income statement. The ASU will require a tabular disclosure that disaggregates certain income statement expenses including employee compensation, depreciation and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which revises the effective date of ASU 2024-03. The ASU will become effective in the annual reporting periods beginning after December 15, 2026, and early adoption is permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

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4.
Securities

The amortized cost, estimated fair value and unrealized gains (losses) of available for sale (“AFS”) securities are as follows:

(In thousands)
  
Amortized
Cost
    
Unrealized
Gains
    
Unrealized
Losses
    
Estimated
Fair Value
  
As of March 31, 2026
                        
U.S. treasury
   $ 79,407     $ 8     $ (2,536 )   $ 76,879  
Federal agency
    
248,303
      
-
      
(17,223
)
    
231,080
  
State & municipal
    
89,456
      
1
      
(3,795
)
    
85,662
  
Mortgage-backed:
                                
Government-sponsored enterprises
    
501,925
      
635
      
(24,943
)
    
477,617
  
U.S. government agency securities
    
178,134
      
539
      
(4,452
)
    
174,221
  
Collateralized mortgage obligations:
                                
Government-sponsored enterprises
    
640,295
      
1,616
      
(27,520
)
    
614,391
  
U.S. government agency securities
    
260,708
      
289
      
(23,252
)
    
237,745
  
Corporate
    
22,500
      
-
      
(1,569
)
    
20,931
  
Total AFS securities
  
$
2,020,728
    
$
3,088
    
$
(105,290
)
  
$
1,918,526
  
As of December 31, 2025
                                
U.S. treasury
   $ 79,330     $ 25     $ (2,533 )   $ 76,822  
Federal agency
    
248,312
      
-
      
(17,036
)
    
231,276
  
State & municipal
    
90,654
      
4
      
(3,931
)
    
86,727
  
Mortgage-backed:
                                
Government-sponsored enterprises
    
470,606
      
1,651
      
(23,532
)
    
448,725
  
U.S. government agency securities
    
145,836
      
660
      
(3,659
)
    
142,837
  
Collateralized mortgage obligations:
                                
Government-sponsored enterprises
    
653,512
      
2,137
      
(26,214
)
    
629,435
  
U.S. government agency securities
    
247,908
      
335
      
(22,192
)
    
226,051
  
Corporate
    
22,500
      
-
      
(1,535
)
    
20,965
  
Total AFS securities
  
$
1,958,658
    
$
4,812
    
$
(100,632
)
  
$
1,862,838
  

There was no allowance for credit losses on AFS securities as of March 31, 2026 and December 31, 2025.

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During the three months ended March 31, 2026 and March 31, 2025, there were no gains or losses reclassified out of accumulated other comprehensive income (loss) (“AOCI”) and into earnings.

The amortized cost, estimated fair value and unrealized gains (losses) of held to maturity (“HTM”) securities are as follows:

(In thousands)
  
Amortized
Cost
    
Unrealized
Gains
    
Unrealized
Losses
    
Estimated
Fair Value
  
As of March 31, 2026
                        
Federal agency
  
$
100,000
    
$
-
    
$
(10,995
)
  
$
89,005
  
Mortgage-backed:
                                
Government-sponsored enterprises
    
184,369
      
-
      
(23,200
)
    
161,169
  
U.S. government agency securities
    
12,025
      
-
      
(136
)
    
11,889
  
Collateralized mortgage obligations:
                                
Government-sponsored enterprises
    
131,659
      
96
      
(5,838
)
    
125,917
  
U.S. government agency securities
    
56,590
      
-
      
(8,844
)
    
47,746
  
State & municipal
    
263,964
      
16
      
(12,376
)
    
251,604
  
Total HTM securities
  
$
748,607
    
$
112
    
$
(61,389
)
  
$
687,330
  
As of December 31, 2025
                                
Federal agency
  
$
100,000
    
$
-
    
$
(10,705
)
  
$
89,295
  
Mortgage-backed:
                                
Government-sponsored enterprises
    
188,942
      
-
      
(23,273
)
    
165,669
  
U.S. government agency securities
    
13,659
      
1
      
(106
)
    
13,554
  
Collateralized mortgage obligations:
                                
Government-sponsored enterprises
    
136,464
      
115
      
(5,293
)
    
131,286
  
U.S. government agency securities
    
57,309
      
-
      
(9,396
)
    
47,913
  
State & municipal
    
266,382
      
76
      
(11,598
)
    
254,860
  
Total HTM securities
  
$
762,756
    
$
192
    
$
(60,371
)
  
$
702,577
  

At March 31, 2026 and December 31, 2025, all of the mortgage-backed HTM securities were comprised of U.S. government agency and government-sponsored enterprises securities. 

The Company recorded no gains from calls on HTM securities for the three months ended March 31, 2026 and 2025.

AFS and HTM securities with amortized costs totaling $1.84 billion at March 31, 2026 and $1.87 billion at December 31, 2025, were pledged to secure public deposits and for other purposes required or permitted by law. Additionally, at March 31, 2026 and December 31, 2025, AFS and HTM securities with an amortized cost of $215.0 million and $207.6 million, respectively, were pledged as collateral for securities sold under repurchase agreements.

The following table sets forth information with regard to gains and (losses) on equity securities:

   
Three Months Ended
March 31,
  
(In thousands)
  
2026
    
2025
  
Net gains (losses) recognized on equity securities
  
$
442
 
$
(104
)
Less: Net gains (losses) recognized on equity securities sold during the period
    
-
      
-
  
Unrealized gains (losses) recognized on equity securities still held
  
$
442
 
$
(104
)

As of March 31, 2026 and December 31, 2025 the carrying value of equity securities without readily determinable fair values was $1.0 million. The Company performed a qualitative assessment to determine whether the investments were impaired and identified no areas of credit concern as of March 31, 2026 and 2025. There were no impairments, or downward or upward adjustments recognized for equity securities without readily determinable fair values during the three months ended March 31, 2026 and 2025.

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The following table sets forth information with regard to contractual maturities of debt securities at March 31, 2026:

(In thousands)
  
Amortized
Cost
    
Estimated
Fair Value
  
AFS debt securities:
            
Within one year
  
$
86,693
    
$
85,645
  
From one to five years
    
682,969
      
651,479
  
From five to ten years
    
233,464
      
220,800
  
After ten years
    
1,017,602
      
960,602
  
Total AFS debt securities
  
$
2,020,728
    
$
1,918,526
  
HTM debt securities:
                
Within one year
  
$
100,077
    
$
100,028
  
From one to five years
    
221,844
      
207,369
  
From five to ten years
    
96,947
      
88,415
  
After ten years
    
329,739
      
291,518
  
Total HTM debt securities
  
$
748,607
    
$
687,330
  

Maturities of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated average lives. Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or prepay obligations, with or without call or prepayment penalties.

Except for U.S. government securities and government-sponsored enterprises securities, there were no holdings, when taken in the aggregate, of any single issuer that exceeded 10% of consolidated stockholders’ equity at March 31, 2026 and December 31, 2025.

The following table sets forth information with regard to investment securities with unrealized losses, for which an allowance for credit losses has not been recorded, segregated according to the length of time the securities were in a continuous unrealized loss position:

 
Less Than 12 Months
    
12 Months or Longer
    
Total
  
(In thousands)
  
Fair
Value
    
Unrealized
Losses
    
Number
of
Positions
    
Fair
Value
    
Unrealized
Losses
    
Number
of
Positions
    
Fair
Value
    
Unrealized
Losses
    
Number
of
Positions
  
As of March 31, 2026
                                                      
AFS securities:
                                                      
U.S. treasury
   $ -     $ -       -     $ 71,871     $ (2,536 )     4     $ 71,871     $ (2,536 )     4  
Federal agency
    
-
      
-
      
-
      
231,080
      
(17,223
)
    
16
      
231,080
      
(17,223
)
    
16
  
State & municipal
    
-
      
-
      
-
      
84,904
      
(3,795
)
    
63
      
84,904
      
(3,795
)
    
63
  
Mortgage-backed
    
197,474
      
(2,133
)
    
26
      
323,034
      
(27,262
)
    
127
      
520,508
      
(29,395
)
    
153
  
Collateralized mortgage obligations
    
177,174
      
(1,473
)
    
24
      
399,431
      
(49,299
)
    
103
      
576,605
      
(50,772
)
    
127
  
Corporate
    
-
      
-
      
-
      
20,931
      
(1,569
)
    
7
      
20,931
      
(1,569
)
    
7
  
Total securities with unrealized losses
  
$
374,648
    
$
(3,606
)
    
50
    
$
1,131,251
    
$
(101,684
)
    
320
    
$
1,505,899
    
$
(105,290
)
    
370
  
HTM securities:
                                                                        
Federal agency
  
$
-
    
$
-
      
-
    
$
89,005
    
$
(10,995
)
    
4
    
$
89,005
    
$
(10,995
)
    
4
  
Mortgage-backed
    
9,919
      
(103
)
    
1
      
163,114
      
(23,233
)
    
33
      
173,033
      
(23,336
)
    
34
  
Collateralized mortgage obligation
     5,899       (35 )     1       162,318       (14,647 )     46       168,217       (14,682 )     47  
State & municipal
    
20,255
      
(546
)
    
23
      
125,428
      
(11,830
)
    
126
      
145,683
      
(12,376
)
    
149
  
Total securities with unrealized losses
  
$
36,073
    
$
(684
)
    
25
    
$
539,865
    
$
(60,705
)
    
209
    
$
575,938
    
$
(61,389
)
    
234
  
As of December 31, 2025
                                                                        
AFS securities:
                                                                        
U.S. treasury
   $ -     $ -       -     $ 71,796     $ (2,533 )     4     $ 71,796     $ (2,533 )     4  
Federal agency
    
-
      
-
      
-
      
231,276
      
(17,036
)
    
16
      
231,276
      
(17,036
)
    
16
  
State & municipal
     -       -       -       85,965       (3,931 )     64       85,965       (3,931 )     64  
Mortgage-backed
    
49,543
      
(161
)
    
7
      
338,370
      
(27,030
)
    
135
      
387,913
      
(27,191
)
    
142
  
Collateralized mortgage obligations
    
80,781
      
(131
)
    
12
      
418,983
      
(48,275
)
    
105
      
499,764
      
(48,406
)
    
117
  
Corporate
     -       -       -       20,965       (1,535 )     7       20,965       (1,535 )     7  
Total securities with unrealized losses
  
$
130,324
    
$
(292
)
    
19
    
$
1,167,355
    
$
(100,340
)
    
331
    
$
1,297,679
    
$
(100,632
)
    
350
  
HTM securities:
                                                                        
Federal agency
  
$
-
    
$
-
      
-
    
$
89,295
    
$
(10,705
)
    
4
    
$
89,295
    
$
(10,705
)
    
4
  
Mortgage-backed
     10,771       (71 )     1       168,422       (23,308 )     33       179,193       (23,379 )     34  
Collateralized mortgage obligations
     -       -       -       173,333       (14,689 )     47       173,333       (14,689 )     47  
State & municipal
    
4,381
      
(245
)
    
7
      
142,139
      
(11,353
)
    
146
      
146,520
      
(11,598
)
    
153
  
Total securities with unrealized losses
  
$
15,152
    
$
(316
)
    
8
    
$
573,189
    
$
(60,055
)
    
230
    
$
588,341
    
$
(60,371
)
    
238
  

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The Company does not believe the AFS securities that were in an unrealized loss position as of March 31, 2026 and December 31, 2025, which consisted of 370 and 350 individual securities, respectively, represented a credit loss impairment. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. As of March 31, 2026 and December 31, 2025, the majority of the AFS securities in an unrealized loss position consisted of debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises that carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and have a long history of zero credit losses. Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be at maturity. The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities. AIR on AFS debt securities totaled $5.0 million and $5.6 million at March 31, 2026 and December 31, 2025, respectively, and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

None of the Bank’s HTM debt securities were past due or on nonaccrual status as of March 31, 2026 and December 31, 2025. There was no accrued interest reversed against interest income for the three months ended March 31, 2026 or the year ended December 31, 2025 as all securities remained in accrual status. In addition, there were no collateral-dependent HTM debt securities as of March 31, 2026 and December 31, 2025. There was no allowance for credit losses on HTM securities as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, 65% of the Company’s HTM debt securities were issued by U.S. government agencies or U.S. government-sponsored enterprises with bond ratings of A to AAA. These securities carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and have a long history of zero credit losses. Therefore, the Company did not record an allowance for credit losses for these securities as of March 31, 2026 and December 31, 2025. The remaining HTM debt securities at March 31, 2026 and December 31, 2025 were comprised of state and municipal obligations with bond ratings of A to AAA excluding the $88.5 million and $85.7 million, respectively, of local municipal bonds which are not rated. Based on the Company’s current expected credit losses (“CECL”) methodology, the expected credit loss on the HTM municipal bond portfolio was deemed immaterial, therefore no allowance for credit loss was recorded as of March 31, 2026 and December 31, 2025. AIR on HTM debt securities totaled $3.9 million at March 31, 2026 and December 31, 2025 and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

5.
Loans


A summary of loans, net of deferred fees and origination costs, by category(1) is as follows:


(In thousands)
  
March 31, 2026
    
December 31, 2025
  
Commercial & industrial
  
$
1,669,624
    
$
1,671,974
  
Commercial real estate
    
4,783,384
      
4,798,957
  
Residential mortgage
    
2,539,249
      
2,537,593
  
Home equity
    
447,462
      
448,113
  
Indirect auto
    
1,333,017
      
1,340,524
  
Residential solar
    
715,745
      
736,970
  
Other consumer
    
58,774
      
63,983
  
Total loans
  
$
11,547,255
    
$
11,598,114
  

(1)
 Loans are summarized by business line which does not align to how the Company assesses credit risk in the allowance for credit losses under CECL.



Included in the above loans are net deferred loan origination (fees) costs totaling $(34.6) million and $(37.9) million at March 31, 2026 and December 31, 2025, respectively.

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6.
Allowance for Credit Losses and Credit Quality of Loans

The allowance for credit losses totaled $138.6 million at March 31, 2026, compared to $138.0 million at December 31, 2025. The allowance for credit losses as a percentage of loans was 1.20% at March 31, 2026, compared to 1.19% at December 31, 2025.



The allowance for credit losses calculation incorporated a 6-quarter forecast period to account for forecast economic conditions under each scenario utilized in the measurement. For periods beyond the 6-quarter forecast, the model reverts to long-term economic conditions over a 4-quarter reversion period on a straight-line basis. The Company considers a baseline, upside and downside economic forecast in measuring the allowance. From the second quarter of 2025 through the fourth quarter of 2025, the Company included an additional downside scenario with stagflation conditions, which is characterized as an economic environment where inflation rises alongside unemployment. Stagflation was identified as an emerging risk as tariff policies impacted the economy.



The quantitative model as of March 31, 2026 incorporated a baseline economic outlook along with alternative upside and downside scenarios sourced from a reputable third-party to accommodate other potential economic conditions in the model. At March 31, 2026, the weightings were 60%, 5% and 35% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate decreases from 4.6% in the second quarter of 2026 to 4.56% by the end of the forecast period, with a peak northeast unemployment rate of 4.6% in the third quarter of 2026. National Gross Domestic Product (“GDP”) annualized growth (on a quarterly basis) is expected to start the second quarter of 2026 at approximately 2.75% and decrease to 1.72% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the June and September meetings and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.6% in the first quarter of 2026 to 3.7% in the second quarter of 2027 and eventually settles at 3.8% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.6% in the first quarter of 2026 to a peak of 7.8% in the second quarter of 2027. The alternative downside stagflation scenario was removed in the first quarter of 2026 following a recalibration of the scenario’s narrative and model by the reputable third-party, which no longer provided a relevant stagflation scenario. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of March 31, 2026. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.



The quantitative model as of December 31, 2025 incorporated a baseline economic outlook along with alternative upside scenario and two equally weighted downside scenarios, recessionary conditions and stagflation, sourced from a reputable third-party to accommodate other potential economic conditions in the model. At December 31, 2025, the weightings were 65%, 5% and 30% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate increases from 4.5% in the first quarter of 2026 to 4.8% by the end of the forecast period, with a peak northeast unemployment rate of 4.9% in the fourth quarter of 2026. National GDP annualized growth (on a quarterly basis) is expected to start the first quarter of 2026 at approximately 2.55% and decrease to 1.8% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with one 25 basis point cut at the December meeting and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.4% in the fourth quarter of 2025 to 4.0% in the second quarter of 2026 and eventually settles at 4.1% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to a peak of 7.8% in the first quarter of 2027. The alternative downside stagflation scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to 6% by the end of the forecast period in the second quarter of 2027, with a peak northeast unemployment rate of 8.2% in the first quarter of 2028. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, reversion adjustments for the stagflation scenario and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.


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There were no loans purchased with credit deterioration during the three months ended March 31, 2026. There were $336.4 million of purchased credit deteriorated (“PCD”) loans acquired from Evans Bancorp, Inc. (“Evans”) during the year ended December 31, 2025, which resulted in an allowance for credit losses at acquisition of $7.7 million. During three months ended March 31, 2026, the Company purchased $4.6 million of residential loans at a 4.5% premium with a $47 thousand allowance for credit losses recorded for these loans. During 2025, the Company purchased $21.3 million of residential loans at a 4.5% premium with a $234 thousand allowance for credit losses recorded for these loans.

The Company made a policy election to report AIR in the other assets line item on the consolidated balance sheets. AIR on loans totaled $41.3 million at March 31, 2026 and $42.5 million at December 31, 2025 and with no estimated allowance for credit losses related to AIR at March 31, 2026 and December 31, 2025 as it is excluded from amortized cost.


The following table presents the activity in the allowance for credit losses by our portfolio segments:

(In thousands)
  
Commercial
Loans
    
Consumer
Loans
    
Residential
    
Total
  
Balance as of December 31, 2025
  
$
61,725
    
$
42,583
    
$
33,692
    
$
138,000
  
Charge-offs
    
(2,486
)
    
(4,358
)
    
(12
)
    
(6,856
)
Recoveries
    
197
      
1,571
      
111
      
1,879
  
Provision
    
3,660
      
4,251
      
(2,334
)
    
5,577
  
Ending Balance as of March 31, 2026
  
$
63,096
    
$
44,047
    
$
31,457
    
$
138,600
  
Balance as of December 31, 2024
  
$
45,453
    
$
43,987
    
$
26,560
    
$
116,000
  
Charge-offs
    
(2,222
)
    
(5,876
)
    
(57
)
    
(8,155
)
Recoveries
    
107
      
1,406
      
88
      
1,601
  
Provision
    
5,392
      
2,179
      
(17
)
    
7,554
  
Ending Balance as of March 31, 2025
  
$
48,730
    
$
41,696
    
$
26,574
    
$
117,000
  

The allowance for credit losses as of March 31, 2026 increased compared to December 31, 2025 primarily due to the change in forecast scenario weightings and the establishment of specific reserves for newly identified individually evaluated loans. These increases to the allowance for credit losses were partially offset by improvements in the economic forecast, model adjustments, and changes in loan composition and balances, including reductions driven by other consumer and residential solar portfolios that are in a planned run-off status. First quarter 2026 model adjustments lowered the allowance, as updates from the annual model review and recalibration process incorporated recent delinquency and loss experience which reflected improved default estimates across most portfolio segments.

The allowance for credit losses as of March 31, 2026 increased compared to March 31, 2025 primarily due to the recording of $20.7 million of allowance for acquired Evans loans as of the acquisition date, which included both the $13.0 million of non-purchased credit deteriorated (“non-PCD”) allowance recognized through the provision for loan losses and the $7.7 million of PCD allowance reclassified from loans.

Individually Evaluated Loans

The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. As of March 31, 2026, eight relationships were identified for individual credit loss evaluation with an amortized cost basis of $26.1 million, with $3.6 million of allowance for credit loss. As of March 31, 2026, there were $16.1 million of loans in nonaccrual status that were specifically evaluated for individual credit loss with no allowance for credit loss as the fair value of the underlying collateral supported the amortized cost. As of December 31, 2025, five relationships with an amortized cost basis of $12.2 million were identified for individual credit loss evaluation. These relationships were in nonaccrual status and with no allowance for credit loss as the fair value of the underlying collateral supported the amortized cost.

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Table of Contents
The following tables set forth information with regard to past due and nonperforming loans by loan segment:

(In thousands)
  
31-60 Days
Past Due
Accruing
    
61-90 Days
Past Due
Accruing
    
Greater
Than 90
Days Past
Due
Accruing
    
Total Past
Due
Accruing
    
Nonaccrual
    
Current
    
Recorded
Total Loans
  
As of March 31, 2026
                                          
Commercial loans:
                                          
C&I
  
$
1,637
    
$
1,387
    
$
25
    
$
3,049
    
$
9,979
    
$
1,631,194
    
$
1,644,222
  
CRE
    
9,039
      
4,026
      
-
      
13,065
      
24,235
      
4,569,109
      
4,606,409
  
Total commercial loans
  
$
10,676
    
$
5,413
    
$
25
    
$
16,114
    
$
34,214
    
$
6,200,303
    
$
6,250,631
  
Consumer loans:
                                                        
Auto
  
$
10,347
    
$
1,445
    
$
779
    
$
12,571
    
$
2,966
    
$
1,295,804
    
$
1,311,341
  
Residential solar
    3,901       1,290       1,096       6,287       57       709,401       715,745  
Other consumer
    
931
      
486
      
279
      
1,696
      
13
      
76,182
      
77,891
  
Total consumer loans
  
$
15,179
    
$
3,221
    
$
2,154
    
$
20,554
    
$
3,036
    
$
2,081,387
    
$
2,104,977
  
Residential
  
$
6,140
    
$
1,887
    
$
1,173
    
$
9,200
    
$
20,653
    
$
3,161,794
    
$
3,191,647
  
Total loans
  
$
31,995
    
$
10,521
    
$
3,352
    
$
45,868
    
$
57,903
    
$
11,443,484
    
$
11,547,255
  

(In thousands)
  
31-60 Days
Past Due
Accruing
    
61-90 Days
Past Due
Accruing
    
Greater
Than 90
Days Past
Due
Accruing
    
Total Past
Due
Accruing
    
Nonaccrual
    
Current
    
Recorded
Total Loans
  
As of December 31, 2025
                                          
Commercial loans:
                                          
C&I
  
$
761
    
$
126
    
$
103
    
$
990
    
$
1,947
    
$
1,645,794
    
$
1,648,731
  
CRE
    
1,802
      
5,112
      
2,117
      
9,031
      
17,987
      
4,592,983
      
4,620,001
  
Total commercial loans
  
$
2,563
    
$
5,238
    
$
2,220
    
$
10,021
    
$
19,934
    
$
6,238,777
    
$
6,268,732
  
Consumer loans:
                                                        
Auto
  
$
12,884
    
$
2,106
    
$
965
    
$
15,955
    
$
2,940
    
$
1,298,470
    
$
1,317,365
  
Residential solar
    4,846       1,396       1,241       7,483       90       729,397       736,970  
Other consumer
    
1,200
      
467
      
339
      
2,006
      
63
      
80,824
      
82,893
  
Total consumer loans
  
$
18,930
    
$
3,969
    
$
2,545
    
$
25,444
    
$
3,093
    
$
2,108,691
    
$
2,137,228
  
Residential
  
$
5,203
    
$
666
    
$
2,366
    
$
8,235
    
$
21,565
    
$
3,162,354
    
$
3,192,154
  
Total loans
  
$
26,696
    
$
9,873
    
$
7,131
    
$
43,700
    
$
44,592
    
$
11,509,822
    
$
11,598,114
  

Credit Quality Indicators

The Company has developed an internal loan grading system to evaluate and quantify the Company’s loan portfolio with respect to quality and risk, focusing on, among other things, borrower’s financial strength, experience and depth of borrower’s management, primary and secondary sources of repayment, payment history, nature of the business and industry outlook. The internal grading system enables the Company to monitor the quality of the entire loan portfolio on a consistent basis and provide management with an early warning system, which facilitates recognition of and response to problem loans and potential problem loans.

Commercial Grading System

For Commercial & Industrial (“C&I”) and Commercial Real Estate (“CRE”) loans, the Company uses a grading system that relies on quantifiable and measurable characteristics when available. This includes comparison of financial strength to available industry averages, comparison of transaction factors (loan terms and conditions) to loan policy and comparison of credit history to stated repayment terms and industry averages. Some grading factors are necessarily more subjective such as economic and industry factors, regulatory environment and management. C&I and CRE loans are graded Doubtful, Substandard, Special Mention and Pass.

Doubtful - A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as a loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral and refinancing. Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new information. Nonaccrual treatment is required for Doubtful assets because of the high probability of loss.

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Table of Contents
Substandard - Substandard loans have a high probability of payment default or they have other well-defined weaknesses. They require more intensive supervision by bank management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some Substandard loans, the likelihood of full collection of interest and principal may be in doubt and those loans should be placed on nonaccrual. Although Substandard assets in the aggregate will have a distinct potential for loss, an individual asset’s loss potential does not have to be distinct for the asset to be rated Substandard.

Special Mention - Special Mention loans have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company’s position at some future date. These loans pose elevated risk, but their weakness does not yet justify a Substandard classification. Borrowers may be experiencing adverse operating trends (i.e., declining revenues or margins) or may be struggling with an ill-proportioned balance sheet (i.e., increasing inventory without an increase in sales, high leverage and/or tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a Special Mention rating. Although a Special Mention loan has a higher probability of default than a Pass asset, its default is not imminent.

Pass - Loans graded as Pass encompass all loans not graded as Doubtful, Substandard or Special Mention. Pass loans are in compliance with loan covenants and payments are generally made as agreed. Pass loans range from superior quality to fair quality. Pass loans also include any portion of a government guaranteed loan.

Consumer and Residential Grading System

Consumer and Residential loans are graded as either Nonperforming or Performing.

Nonperforming - Nonperforming loans are loans that are (1) over 90 days past due and interest is still accruing or (2) on nonaccrual status.

Performing - All loans not meeting any of the above criteria are considered Performing.

The following tables illustrate the Company’s credit quality by loan class by vintage and includes gross charge-offs by loan class by vintage. Included in other consumer gross charge-offs for the three months ended March 31, 2026, the Company recorded $0.4 million in overdrawn deposit accounts reported as 2025 originations. Included in other consumer gross charge-offs for the year ended December 31, 2025, the Company recorded $0.3 million in overdrawn deposit accounts reported as 2024 originations and $0.8 million in overdrawn deposit accounts reported as 2025 originations.

(In thousands)
  
2026
    
2025
    
2024
    
2023
    
2022
    
Prior
    
Revolving
Loans
Amortized
Cost Basis
    
Revolving
Loans
Converted
to Term
    
Total
  
As of March 31, 2026
                                                      
C&I
                                                      
By internally assigned grade:
                                                      
Pass
  
$
82,906
    
$
243,909
    
$
188,542
    
$
133,631
    
$
123,042
    
$
264,217
    
$
478,954
    
$
14,906
    
$
1,530,107
  
Special mention
    
201
      
1,847
      
7,157
      
3,336
      
5,615
      
3,701
      
8,569
      
-
      
30,426
  
Substandard
    
-
      
680
      
6,251
      
5,812
      
8,053
      
14,422
      
37,958
      
2,533
      
75,709
  
Doubtful
    
-
      
-
      
4,137
      
1,308
      
22
      
13
      
-
      
2,500
      
7,980
  
Total C&I
  
$
83,107
    
$
246,436
    
$
206,087
    
$
144,087
    
$
136,732
    
$
282,353
    
$
525,481
    
$
19,939
    
$
1,644,222
  
Current-period gross charge-offs
   $ -     $ (126 )   $ (52 )   $ (1,224 )   $ (27 )   $ (31 )   $ -     $ -     $ (1,460 )
CRE
                                                                        
By internally assigned grade:
                                                                        
Pass
  
$
94,329
    
$
367,382
    
$
482,007
    
$
414,106
    
$
600,936
    
$
1,855,577
    
$
337,589
    
$
58,443
    
$
4,210,369
  
Special mention
    
-
      
-
      
7,186
      
29,941
      
45,202
      
72,451
      
15,902
      
-
      
170,682
  
Substandard
    
302
      
5,378
      
16,533
      
19,641
      
49,064
      
115,267
      
12,182
      
5,168
      
223,535
  
Doubtful
     -       -       -       -       -       1,823       -       -       1,823  
Total CRE
  
$
94,631
    
$
372,760
    
$
505,726
    
$
463,688
    
$
695,202
    
$
2,045,118
    
$
365,673
    
$
63,611
    
$
4,606,409
  
Current-period gross charge-offs
   $ -     $ -     $ -   $ -     $ -     $ (1,026 )   $ -     $ -     $ (1,026 )
Auto
                                                                        
By payment activity:
                                                                        
Performing
  
$
147,030
    
$
509,406
    
$
331,888
    
$
173,106
    
$
111,585
    
$
34,581
    
$
-
    
$
-
    
$
1,307,596
  
Nonperforming
    
7
      
769
      
831
      
1,116
      
737
      
285
      
-
      
-
      
3,745
  
Total auto
  
$
147,037
    
$
510,175
    
$
332,719
    
$
174,222
    
$
112,322
    
$
34,866
    
$
-
    
$
-
    
$
1,311,341
  
Current-period gross charge-offs
   $ -   $ (260 )   $ (367 )   $ (401 )   $ (321 )   $ (142 )   $ -     $ -     $ (1,491 )
Residential solar
                                                                       
By payment activity:
                                                                        
Performing
  $ 410     $ 1,911     $ 2,160     $ 105,670     $ 356,155     $ 248,286     $ -     $ -     $ 714,592  
Nonperforming
    -       -       -       113       615       425       -       -       1,153  
Total residential solar
  $ 410     $ 1,911     $ 2,160     $ 105,783     $ 356,770     $ 248,711     $ -     $ -     $ 715,745  
Current-period gross charge-offs
   $ -     $ -     $ -   $ (42 )   $ (1,315 )   $ (624 )   $ -     $ -     $ (1,981 )
Other consumer
                                                                        
By payment activity:
                                                                        
Performing
  
$
7,908
    
$
11,166
    
$
5,881
    
$
2,707
    
$
3,364
    
$
20,962
    
$
25,592
    
$
19
    
$
77,599
  
Nonperforming
    
-
      
14
      
20
      
17
      
56
      
168
      
1
      
16
      
292
  
Total other consumer
  
$
7,908
    
$
11,180
    
$
5,901
    
$
2,724
    
$
3,420
    
$
21,130
    
$
25,593
    
$
35
    
$
77,891
  
Current-period gross charge-offs
   $ -   $ (361 )   $ (60 )   $ (15 )   $ (69 )   $ (381 )   $ -     $ -     $ (886 )
Residential
                                                                        
By payment activity:
                                                                        
Performing
  
$
66,784
    
$
194,810
    
$
238,116
    
$
237,003
    
$
399,148
    
$
1,667,631
    
$
356,008
    
$
10,321
    
$
3,169,821
  
Nonperforming
    
-
      
130
      
1,458
      
2,437
      
3,005
      
14,564
      
166
      
66
      
21,826
  
Total residential
  
$
66,784
    
$
194,940
    
$
239,574
    
$
239,440
    
$
402,153
    
$
1,682,195
    
$
356,174
    
$
10,387
    
$
3,191,647
  
Current-period gross charge-offs
   $ -     $ -   $ -   $ -   $ -     $ (12 )   $ -     $ -     $ (12 )
Total loans
  
$
399,877
    
$
1,337,402
    
$
1,292,167
    
$
1,129,944
    
$
1,706,599
    
$
4,314,373
    
$
1,272,921
    
$
93,972
    
$
11,547,255
  
Current-period gross charge-offs
   $ -   $ (747 )   $ (479 )   $ (1,682 )   $ (1,732 )   $ (2,216 )   $ -     $ -     $ (6,856 )

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Table of Contents
(In thousands)
  
2025
    
2024
    
2023
    
2022
    
2021
    
Prior
    
Revolving
Loans
Amortized
Cost Basis
    
Revolving
Loans
Converted
to Term
    
Total
  
As of December 31, 2025
                                                      
C&I
                                                      
By internally assigned grade:
                                                      
Pass
  
$
264,031
    
$
212,997
    
$
147,722
    
$
147,300
    
$
127,598
    
$
166,819
    
$
475,710
    
$
6,820
    
$
1,548,997
  
Special mention
    
1,063
      
7,729
      
4,131
      
7,010
      
807
      
2,809
      
7,405
      
-
      
30,954
  
Substandard
    
722
      
3,150
      
5,122
      
7,322
      
11,744
      
2,208
      
37,794
      
611
      
68,673
  
Doubtful
    
-
      
-
      
58
      
33
      
16
      
-
      
-
      
-
      
107
  
Total C&I
  
$
265,816
    
$
223,876
    
$
157,033
    
$
161,665
    
$
140,165
    
$
171,836
    
$
520,909
    
$
7,431
    
$
1,648,731
  
Current-period gross charge-offs   $ -     $ (497 )   $ (477 )   $ (63 )   $ (263 )   $ (1,218 )   $ -     $ -     $ (2,518 )
CRE
                                                                        
By internally assigned grade:
                                                                        
Pass
  
$
360,858
    
$
483,504
    
$
436,790
    
$
627,582
    
$
577,221
    
$
1,362,602
    
$
329,111
    
$
49,483
    
$
4,227,151
  
Special mention
    
5,509
      
7,351
      
22,545
      
50,020
      
15,226
      
62,542
      
7,053
      
-
      
170,246
  
Substandard
    
5,080
      
16,539
      
17,226
      
44,496
      
19,266
      
102,861
      
17,136
      
-
      
222,604
  
Total CRE
  
$
371,447
    
$
507,394
    
$
476,561
    
$
722,098
    
$
611,713
    
$
1,528,005
    
$
353,300
    
$
49,483
    
$
4,620,001
  
Current-period gross charge-offs   $ -     $ -     $ (178 )   $ -     $ -     $ (2,105 )   $ -     $ -     $ (2,283 )
Auto
                                                                        
By payment activity:
                                                                        
Performing
  
$
563,305
    
$
371,367
    
$
199,608
    
$
132,355
    
$
40,036
    
$
6,789
    
$
-
    
$
-
    
$
1,313,460
  
Nonperforming
    
547
      
1,185
      
982
      
738
      
375
      
78
      
-
      
-
      
3,905
  
Total auto
  
$
563,852
    
$
372,552
    
$
200,590
    
$
133,093
    
$
40,411
    
$
6,867
    
$
-
    
$
-
    
$
1,317,365
  
Current-period gross charge-offs   $ (263 )   $ (1,526 )   $ (1,320 )   $ (1,494 )   $ (609 )   $ (262 )   $ -     $ -     $ (5,474 )
Residential solar                                                                        
By payment activity:
                                                                        
Performing
   $ 1,978     $ 2,200     $ 108,529     $ 365,629     $ 150,757     $ 106,546     $ -     $ -     $ 735,639  
Nonperforming
     -       -       58       761       384       128       -       -       1,331  
Total residential solar   $ 1,978     $ 2,200     $ 108,587     $ 366,390     $ 151,141     $ 106,674     $ -     $ -     $ 736,970  
Current-period gross charge-offs   $ -     $ -     $ (1,012 )   $ (5,153 )   $ (1,619 )   $ (844 )   $ -     $ -     $ (8,628 )
Other consumer
                                                                        
By payment activity:
                                                                        
Performing
  
$
16,080
    
$
7,334
    
$
3,257
    
$
4,465
    
$
11,689
    
$
13,636
    
$
25,995
    
$
35
    
$
82,491
  
Nonperforming
    
-
      
29
      
26
      
37
      
135
      
126
      
15
      
34
      
402
  
Total other consumer
  
$
16,080
    
$
7,363
    
$
3,283
    
$
4,502
    
$
11,824
    
$
13,762
    
$
26,010
    
$
69
    
$
82,893
  
Current-period gross charge-offs   $ (815 )   $ (404 )   $ (95 )   $ (941 )   $ (1,940 )   $ (1,195 )   $ -     $ -     $ (5,390 )
Residential
                                                                        
By payment activity:
                                                                        
Performing
  
$
192,323
    
$
237,485
    
$
244,007
    
$
404,751
    
$
473,304
    
$
1,242,708
    
$
346,079
    
$
27,566
    
$
3,168,223
  
Nonperforming
    
-
      
1,629
      
2,419
      
3,126
      
3,238
      
13,278
      
76
      
165
      
23,931
  
Total residential
  
$
192,323
    
$
239,114
    
$
246,426
    
$
407,877
    
$
476,542
    
$
1,255,986
    
$
346,155
    
$
27,731
    
$
3,192,154
  
Current-period gross charge-offs   $ -     $ (16 )   $ (272 )   $ (574 )   $ -     $ (54 )   $ -     $ -     $ (916 )
Total loans
  
$
1,411,496
    
$
1,352,499
    
$
1,192,480
    
$
1,795,625
    
$
1,431,796
    
$
3,083,130
    
$
1,246,374
    
$
84,714
    
$
11,598,114
  
Current-period gross charge-offs   $ (1,078 )   $ (2,443 )   $ (3,354 )   $ (8,225 )   $ (4,431 )   $ (5,678 )   $ -     $ -     $ (25,209 )

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Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The allowance for credit losses on unfunded commitments totaled $5.5 million as of March 31, 2026, compared to $5.8 million as of December 31, 2025. The reserve for unfunded loan commitments was $(0.3) million for the three months ended March 31, 2026, compared to $0.1 million for the three months ended March 31, 2025 and was recorded within other noninterest expense in the unaudited interim consolidated statements of income.

Loan Modifications to Borrowers Experiencing Financial Difficulties



When the Company modifies a loan with financial difficulty, such modifications generally include one or a combination of the following: an extension of the maturity date; a stated rate of interest lower than the current market rate for new debt with similar risk; a change in scheduled payment amount; or principal forgiveness.

The following tables show the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:



   
Three Months Ended March 31, 2026
  
   
Term Extension
  
(Dollars in thousands)
  
Amortized Cost
    
% of Total Class of
Financing Receivables
  
Residential
  
$
661
      
0.021
%
Total
  
$
661
          

   
Three Months Ended March 31, 2025
  
   
Term Extension
  
(Dollars in thousands)
  
Amortized Cost
    
% of Total Class of
Financing Receivables
  
Residential
  
$
789
      
0.030
%
Total
  
$
789
          



The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulties:



 
Three Months Ended March 31, 2026
Loan Type
Term Extension
Residential
Added a weighted-average 6.2 years to the life of loans, which reduced monthly payment amounts for the borrowers.


 
Three Months Ended March 31, 2025
Loan Type
Term Extension
Residential
Added a weighted-average 5.2 years to the life of loans, which reduced monthly payment amounts for the borrowers.

There were no financing receivables that had payment defaults during the three months ended March 31, 2026 that were modified to borrowers experiencing financial difficulty in the twelve months prior to the default. During the three months ended March 31, 2025, there were $59 thousand of residential financing receivables with term extension modifications that had payment defaults during the period, that were modified to borrowers experiencing financial difficulty in the twelve months prior to the default.
The following tables depict the performance of loans that have been modified to borrowers experiencing financial difficulty that were modified in the prior twelve months:


  
Payment Status (Amortized Cost Basis)
  
(In thousands)
  
Current
    
31-60 Days
Past Due
    
61-90 Days
Past Due
    
Greater than 90
Days Past Due
  
As of March 31, 2026
                        
Residential
  
$
1,378
    
$
-
    
$
-
    
$
28
  
Total
  
$
1,378
    
$
-
    
$
-
    
$
28


 
Payment Status (Amortized Cost Basis)
  
(In thousands)
  
Current
    
31-60 Days
Past Due
    
61-90 Days
Past Due
    
Greater than 90
Days Past Due
  
As of March 31, 2025
                        
Residential
  
$
1,891
    
$
59
    
$
-
    
$
-
  
Total
  
$
1,891
    
$
59
    
$
-
    
$
-

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Table of Contents
7.
Short-Term Borrowings

In addition to the liquidity provided by balance sheet cash flows, liquidity must also be supplemented with additional sources such as credit lines from correspondent banks as well as borrowings from the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank. Other funding alternatives may also be appropriate from time to time, including wholesale and retail repurchase agreements and brokered certificate of deposit accounts.

Information related to short-term borrowings is summarized as follows:

(In thousands)
  
March 31, 2026
    
December 31, 2025
  
Securities sold under repurchase agreements
  
$
117,806
    
$
148,069
  
Total short-term borrowings
  
$
117,806
    
$
148,069
  

See Note 4 for additional information regarding securities pledged as collateral for securities sold under the repurchase agreements.

8.
Defined Benefit Post-Retirement Plans

The Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”) covering substantially all of its employees at March 31, 2026. Benefits paid from the Plan are based on age, years of service, compensation and social security benefits and are determined in accordance with defined formulas. The Company’s policy is to fund the Plan in accordance with Employee Retirement Income Security Act of 1974 standards. Assets of the Plan are invested in publicly traded stocks, bonds and mutual funds. In addition to the Plan, the Company provides supplemental employee retirement plans to certain current and former executives. These supplemental employee retirement plans and the Plan are collectively referred to herein as “Pension Benefits.”

In addition, the Company provides certain health care benefits for retired employees. Benefits were accrued over the employees’ active service period. Only employees that were employed by the Company on or before January 1, 2000 are eligible to receive post-retirement health care benefits. These post-retirement benefits are referred to herein as “Other Benefits.”

Accounting standards require an employer to: (1) recognize the overfunded or underfunded status of defined benefit post-retirement plans, which is measured as the difference between plan assets at fair value and the benefit obligation, as an asset or liability in its balance sheet; (2) recognize changes in that funded status in the year in which the changes occur through comprehensive income; and (3) measure the defined benefit plan assets and obligations as of the date of its year-end balance sheet.

The Company made no voluntary contributions to the Pension Benefits and Other Benefits plans during the three months ended March 31, 2026 and 2025.

The components of expense for Pension Benefits and Other Benefits are set forth below:

 
Pension Benefits
    
Other Benefits
  
   
Three Months Ended
March 31,
    
Three Months Ended
March 31,
  
(In thousands)
  
2026
    
2025
    
2026
    
2025
  
Components of net periodic cost (benefit):
                        
Service cost
  
$
672
    
$
671
    
$
1
    
$
1
  
Interest cost
    
1,165
      
1,068
      
58
      
59
  
Expected return on plan assets
    
(2,313
)
    
(2,045
)
    
-
      
-
  
Net amortization
    
33
      
325
      
(1
)
    
(1
)
Total net periodic cost (benefit)
 
$
(443
)
  
$
19
    
$
58
    
$
59
  

The service cost component of the net periodic cost (benefit) is included in salaries and employee benefits and the interest cost, expected return on plan assets and net amortization components are included in other noninterest expense on the unaudited interim consolidated statements of income.

9.
Earnings Per Share

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity (such as the Company’s dilutive restricted stock units).

The following is a reconciliation of basic and diluted EPS for the periods presented in the unaudited interim consolidated statements of income:

   
Three Months Ended
March 31,
  
(In thousands, except per share data)
  
2026
    
2025
  
Basic EPS:
            
Weighted average common shares outstanding
    
52,123
      
47,244
  
Net income available to common stockholders
  
$
51,142
    
$
36,745
  
Basic EPS
  
$
0.98
    
$
0.78
  
Diluted EPS:
                
Weighted average common shares outstanding
    
52,123
      
47,244
  
Dilutive effect of common stock options and restricted stock
    
230
      
233
  
Weighted average common shares and common share equivalents
    
52,353
      
47,477
  
Net income available to common stockholders
  
$
51,142
    
$
36,745
  
Diluted EPS
  
$
0.98
    
$
0.77
  

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Table of Contents
10.
Reclassification Adjustments Out of Other Comprehensive Income (Loss)

The following table summarizes the reclassification adjustments out of AOCI:

Detail About AOCI Components
  
Amount Reclassified from AOCI
  
Affected Line Item in the
Consolidated Statements of
Comprehensive Income (Loss)
   
Three Months Ended
    
(In thousands)
  
March 31, 2026
    
March 31, 2025
    
AFS securities:
                          
Amortization of unrealized gains related to securities transfer
  
$
58
    
$
75
  
Interest income
Tax effect
  
$
(15
)
  
$
(19
)
Income tax (benefit)
Net of tax
  
$
43
    
$
56
    
Pension and other benefits:
                                        
Amortization of net losses
  
$
29
    
$
321
  
Other noninterest expense
Amortization of prior service costs
    
3
      
3
Other noninterest expense
Tax effect
  
$
(8
)
  
$
(81
)
Income tax (benefit)
Net of tax
  
$
24
    
$
243
  
Total reclassifications, net of tax
  
$
67
    
$
299
    

11.
Derivative Instruments and Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate risk, primarily by managing the amount, sources and duration of its assets and liabilities and through the use of derivative instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which is determined by interest rates. Generally, the Company may use derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments. Currently, the Company has interest rate derivatives resulting from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

22
Table of Contents
Derivatives Not Designated as Hedging Instruments

The Company enters into interest rate swaps to facilitate customer transactions and meet their financing needs. These swaps are considered derivatives, but are not designated as hedging relationships. These instruments have interest rate and credit risk associated with them. To mitigate the interest rate risk, the Company enters into offsetting interest rate swaps with counterparties. The counterparty swaps are also considered derivatives and are also not designated as hedging relationships. Interest rate swaps are recorded within other assets or other liabilities on the consolidated balance sheets at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the consolidated statements of income.

The Company is subject to over-the-counter derivative clearing requirements, which require certain derivatives to be cleared through central clearing houses. Accordingly, the Company clears certain derivative transactions through the Chicago Mercantile Exchange Clearing House (“CME”). The CME requires the Company to post initial and variation margin payments to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of the contracts. A daily settlement occurs through the CME for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared through the daily clearing agent. As a result, the total fair values of loan level derivative assets and liabilities recognized on the Company’s financial statements are not equal and offsetting.

As of March 31, 2026 and December 31, 2025, the Company had twenty-four and twenty-two risk participation agreements, respectively, with financial institution counterparties for interest rate swaps related to participated loans. Risk participation agreements provide credit protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which it purchases credit protection from other financial institutions and those in which it provides credit protection to other financial institutions.

The following table summarizes the derivatives outstanding:

(In thousands)
  
Notional
Amount
  
Balance Sheet
Location
  
Fair
Value
    
Notional
Amount
  
Balance Sheet
Location
  
Fair
Value
  
As of March 31, 2026
                            
Derivatives not designated as hedging instruments
                            
Interest rate derivatives
  
$
1,312,251
  
Other assets
  
$
68,172
    
$
1,312,251
  
Other liabilities
  
$
68,160
  
Risk participation agreements
    
96,792
  
Other assets
    
55
      
29,034
  
Other liabilities
    
22
  
Total derivatives not designated as hedging instruments
                          
$
68,227
                            
$
68,182
  
Netting adjustments(1)
              
16,398
                
-
Net derivatives in the balance sheet
                          
$
51,829
                            
$
68,182
  
Derivatives not offset on the balance sheet
                          
$
4,040
                            
$
4,040
  
Cash collateral(2)
              
-
                
-
  
Net derivative amounts
                          
$
47,789
                            
$
64,142
  
As of December 31, 2025
                                    
Derivatives not designated as hedging instruments
                                    
Interest rate derivatives
  
$
1,332,295
  
Other assets
  
$
68,061
    
$
1,332,295
  
Other liabilities
  
$
68,050
  
Risk participation agreements
    
97,319
  
Other assets
    
53
      
15,791
  
Other liabilities
    
16
  
Total derivatives not designated as hedging instruments
                          
$
68,114
                            
$
68,066
  
Netting adjustments(1)
               16,010                 -
Net derivatives in the balance sheet
                           $ 52,104                             $ 68,066  
Derivatives not offset on the balance sheet
                           $ 5,722                             $ 5,722  
Cash collateral(2)
              
-
                
-
  
Net derivative amounts
                          
$
46,382
                            
$
62,344
  

(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 on the settle to market rules for cleared derivatives. The CME legally characterizes the variation margin posted between counterparties as settlements of the outstanding derivative contracts instead of cash collateral.

(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 other collateral consists of securities and is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the other collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above.

23
Table of Contents
The following table indicates the gain or loss recognized in income on derivatives not designated as a hedging relationships:

   
Three Months Ended
March 31,
 
(In thousands)
  
2026
    
2025
  
Derivatives not designated as hedging instruments:
            
Increase in other income
  
$
34
    
$
21

12.
Fair Value Measurements and Fair Value of Financial Instruments

GAAP states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value measurements are not adjusted for transaction costs. A fair value hierarchy exists within GAAP that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

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.

The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, many other sovereign government obligations, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company does not adjust the quoted prices for such instruments.

The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations or quotes from alternative pricing sources with reasonable levels of price transparency include most investment-grade and high-yield corporate bonds, less liquid mortgage products, less liquid agency securities, less liquid listed equities, state, municipal and provincial obligations and certain physical commodities. Such instruments are generally classified within Level 2 of the fair value hierarchy. Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices). Other investment securities are reported at fair value utilizing Level 1 and Level 2 inputs. The prices for Level 2 instruments are obtained through an independent pricing service or dealer market participants with whom the Company has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other factors. Management reviews the methodologies used by its third-party providers in pricing the securities.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or non-transferability and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets and changes in financial ratios or cash flows.

24
Table of Contents
The following tables set forth the Company’s financial assets and liabilities measured on a recurring basis that were accounted for at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

(In thousands)
  
Level 1
    
Level 2
    
Level 3
    
March 31, 2026
  
Assets:
                        
AFS securities:
                        
U.S. treasury
   $
76,879     $
-     $
-     $
76,879  
Federal agency
  

-
    

231,080
    

-
    

231,080
  
State & municipal
    
-
      
85,662
      
-
      
85,662
  
Mortgage-backed
    
-
      
651,838
      
-
      
651,838
  
Collateralized mortgage obligations
    
-
      
852,136
      
-
      
852,136
  
Corporate
    
-
      
20,931
      
-
      
20,931
  
Total AFS securities
  
$
76,879
    
$
1,841,647
    
$
-
    
$
1,918,526
  
Equity securities
    
46,186
      
1,000
      
-
      
47,186
  
Derivatives
    
-
      
51,829
      
-
      
51,829
  
Total
  
$
123,065
    
$
1,894,476
    
$
-
    
$
2,017,541
  
Liabilities:
                                
Derivatives
  
$
-
    
$
68,182
    
$
-
    
$
68,182
  
Total
  
$
-
    
$
68,182
    
$
-
    
$
68,182
  

(In thousands)
  
Level 1
    
Level 2
    
Level 3
    
December 31, 2025
  
Assets:
                        
AFS securities:
                        
U.S. treasury
   $
76,822     $
-     $
 -     $
76,822  
Federal agency
  

-
    

231,276
    

-
    

231,276
  
State & municipal
    
-
      
86,727
      
-
      
86,727
  
Mortgage-backed
    
-
      
591,562
      
-
      
591,562
  
Collateralized mortgage obligations
    
-
      
855,486
      
-
      
855,486
  
Corporate
    
-
      
20,965
      
-
      
20,965
  
Total AFS securities
  
$
76,822
    
$
1,786,016
    
$
-
    
$
1,862,838
  
Equity securities
    
47,760
      
1,000
      
-
      
48,760
  
Derivatives
    
-
      
52,104
      
-
      
52,104
  
Total
  
$
124,582
    
$
1,839,120
    
$
-
    
$
1,963,702
  
Liabilities:
                                
Derivatives
  
$
-
    
$
68,066
    
$
-
    
$
68,066
  
Total
  
$
-
    
$
68,066
    
$
-
    
$
68,066
  

GAAP requires disclosure of assets and liabilities measured and recorded at fair value on a non-recurring basis such as goodwill, loans held for sale, other real estate owned, collateral-dependent loans individually evaluated for expected credit losses and HTM securities. Loans with fair value of $19.0 million as of March 31, 2026 were individually evaluated for expected credit losses where the amortized cost was adjusted to fair value. Loans with fair value of $12.2 million as of December 31, 2025 were individually evaluated for expected credit losses where the amortized cost was adjusted to fair value. As of March 31, 2026 the Company had collateral dependent individually evaluated loans with a carrying value of $26.1 million, which had an estimated allowance for credit loss of $3.6 million. As of December 31, 2025 the Company had no collateral dependent loans. The Company uses the fair value of underlying collateral, less costs to sell, to estimate the allowance for credit losses for individually evaluated collateral dependent loans. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses ranging from 10% to 50%. Based on the valuation techniques used, the fair value measurements for collateral dependent individually evaluated loans are classified as Level 3.

The following table sets forth information with regard to estimated fair values of financial instruments. This table excludes financial instruments for which the carrying amount approximates fair value. Financial instruments for which the fair value approximates carrying value include cash and cash equivalents, AFS securities, equity securities, AIR, non-maturity deposits, short-term borrowings, accrued interest payable and derivatives.

       
March 31, 2026
    
December 31, 2025
  
(In thousands)
  
Fair Value
Hierarchy
    
Carrying
Amount
    
Estimated
Fair Value
    
Carrying
Amount
    
Estimated
Fair Value
  
Financial assets:
                              
HTM securities
    
2
    
$
748,607
    
$
687,330
    
$
762,756
    
$
702,577
  
Net loans
    
3
      
11,408,840
      
11,249,205
      
11,461,222
      
11,337,753
  
Financial liabilities:
                                        
Time deposits
    
2
    
$
1,387,725
    
$
1,376,682
    
$
1,492,445
    
$
1,484,165
  
Long-term debt
    
2
      
43,110
      
43,156
      
43,176
      
43,395
  
Subordinated debt
    
1
      
24,800
      
24,387
      
24,509
      
24,016
  
Junior subordinated debt
    
2
      
111,691
      
97,442
      
111,668
      
98,841
  

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Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, the Company has a substantial wealth operation that contributes net fee income annually. The wealth management operation is not considered a financial instrument and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities include the benefits resulting from the low-cost funding of deposit liabilities as compared to the cost of borrowing funds in the market and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimate of fair value.

HTM Securities - The fair value of the Company’s HTM securities is primarily measured using information from a third-party pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other factors.
 
Net Loans - Net loans include portfolio loans and loans held for sale. Loans were first segregated by type and then further segmented into fixed and variable rate and loan quality categories. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments, and those expected future cash flows also includes credit risk, illiquidity risk and other market factors to calculate the exit price fair value in accordance with ASC 820.

Time Deposits - The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.

Long-Term Debt - The fair value of long-term debt was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments.

Subordinated Debt - The fair value of subordinated debt has been measured using the observable market price as of the period reported.

Junior Subordinated Debt - The fair value of junior subordinated debt has been estimated using a discounted cash flow analysis.

13.
Commitments and Contingencies

The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit, standby letters of credit and certain agricultural real estate loans sold to investors with recourse, with the sold portion having a government guarantee that is assignable back to the Company upon repurchase of the loan in the event of default. The Company’s exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, unused lines of credit, standby letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness. Commitments to extend credit and unused lines of credit totaled $3.41 billion and $3.40 billion at March 31, 2026 and December 31, 2025, respectively.

Since many loan commitments, standby letters of credit and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit.

The Company guarantees the obligations or performance of customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. Standby letters of credit totaled $63.6 million at March 31, 2026 and $58.5 million at December 31, 2025. As of March 31, 2026 and December 31, 2025, the fair value of the Company’s standby letters of credit was not significant.

In the normal course of business there are various outstanding legal proceedings. The Company accrues for material estimated losses from loss contingencies if the information available indicates that it is probable that a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated.

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14.
Segment Reporting

Management assesses its operating segment structure to enhance transparency in how financial performance is evaluated and resources are allocated by the chief operating decision maker (“CODM”). Segments are components of an enterprise that are regularly evaluated by the CODM to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer.

The Company has determined that it operates through two reportable segments:

Banking – Provides commercial banking, retail banking, and wealth management services primarily to customers in its market area, offering a broad array of banking and financial services to retail, commercial, and municipal customers. Included in Banking are the revenue and expenses from the wealth management business and the parent holding company. The parent company’s principal activities include the direct and indirect ownership of banking and non-banking subsidiaries, as well as the issuance of debt and equity. The parent company’s principal sources of revenue are the management fees and dividends it receives from its subsidiaries. Banking also includes corporate shared service costs such as the majority of equity compensation expense, as well as other general and administrative shared services costs including pension, retirement plan and supplemental retirement plan costs. Currently there is no allocation of these costs to other operating segments.

Retirement Plan Administration – Includes retirement plan and health savings account recordkeeping and administration, investment management, third-party administration, and actuarial services.

Our CODM reviews actual net income versus budgeted net income to assess segment performance and to make decisions about allocating capital and personnel to the segments. The CODM regularly receives expense information at a level consistent with that disclosed in the Company’s consolidated statements of income.

Reported segments and their financial information are not necessarily comparable to similar information reported by other financial institutions. Additionally, due to interrelationships among the various segments, the information presented is not indicative of how the segments would perform as independent entities. Changes in management structure, allocation methodologies, or procedures may result in future revisions to previously reported segment financial data. There have been no changes to the Company’s operating segments since those disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. The Company will continue to evaluate its segment disclosures and make necessary adjustments as business operations evolve.

Information about reportable segments and reconciliation of the information to the consolidated financial statements follows:

   
Three Months Ended March 31, 2026
  
(In thousands)
  
Banking
    
Retirement
Plan
Administration
    
All Other(1)
    
Consolidated
  
Net interest income
  
$
134,331
    
$
17
    
$
-
    
$
134,348
  
Provision for loan losses
    
5,577
      
-
      
-
      
5,577
  
Net interest income after provision for loan losses
  
$
128,754
    
$
17
    
$
-
    
$
128,771
  
Noninterest income
                                
Service charges on deposit accounts
  
$
5,268
    
$
-
    
$
-
    
$
5,268
  
Card services income
    
6,028
      
-
      
-
      
6,028
  
Retirement plan administration fees
    
-
      
16,972
      
(406
)
    
16,566
  
Wealth management
    
10,535
      
596
      
3
      
11,134
  
Insurance services
    
-
      
-
      
4,482
      
4,482
  
Bank owned life insurance income
    
2,659
      
-
      
-
      
2,659
  
Net securities gains (losses)
   
442
   
-
      
-
      
442
Other
    
6,462
      
151
      
(3,056
)
    
3,557
  
Total noninterest income
  
$
31,394
    
$
17,719
    
$
1,023
    
$
50,136
  
Noninterest expense
                                
Salaries and employee benefits
  
$
56,859
    
$
8,891
    
$
3,009
    
$
68,759
  
Technology and data services
    
11,115
      
218
      
177
      
11,510
  
Occupancy
    
10,695
      
245
      
70
      
11,010
  
Professional fees and outside services
    
5,268
      
662
      
(376
)
    
5,554
  
Office supplies and postage
    
2,041
      
104
      
22
      
2,167
  
FDIC assessment
    
2,010
      
-
      
-
      
2,010
  
Marketing
    
892
      
23
      
3
      
918
  
Amortization of intangible assets
    
2,845
      
449
      
54
      
3,348
  
Loan collection and other real estate owned, net
    
610
      
-
      
-
      
610
  
Acquisition expenses
    
-
      
-
      
-
      
-
  
Other
    
8,907
      
301
      
(2,862
)
    
6,346
  
Total noninterest expense
  
$
101,242
    
$
10,893
    
$
97
    
$
112,232
  
Income before income tax expense
  
$
58,906
    
$
6,843
    
$
926
    
$
66,675
  
Income tax expense
    
14,019
      
1,514
      
-
      
15,533
  
Net income
  
$
44,887
    
$
5,329
    
$
926
    
$
51,142
  
Goodwill
  
$
414,865
    
$
23,877
    
$
14,536
    
$
453,278
  
Intangible assets, net
    
48,194
      
5,119
      
995
      
54,308
  
Total assets
    
18,182,956
      
60,315
      
(2,038,865
)
    
16,204,406
  

(1)
Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment.

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Three Months Ended March 31, 2025
  
(In thousands)
  
Banking
    
Retirement
Plan
Administration
    
All Other(1)
    
Consolidated
  
Net interest income
  
$
107,205
    
$
18
    
$
-
    
$
107,223
  
Provision for loan losses
    
7,554
      
-
      
-
      
7,554
  
Net interest income after provision for loan losses
  
$
99,651
    
$
18
    
$
-
    
$
99,669
  
Noninterest income
                                
Service charges on deposit accounts
  
$
4,243
    
$
-
    
$
-
    
$
4,243
  
Card services income
    
5,317
      
-
      
-
      
5,317
  
Retirement plan administration fees
    
-
      
16,256
      
(398
)
    
15,858
  
Wealth management
    
10,337
      
598
      
11
      
10,946
  
Insurance services
    
-
      
-
      
4,761
      
4,761
  
Bank owned life insurance income
    
3,397
      
-
      
-
      
3,397
  
Net securities gains (losses)
    
(104
)
    
-
      
-
      
(104
)
Other
    
5,613
      
155
      
(2,734
)
    
3,034
  
Total noninterest income
  
$
28,803
    
$
17,009
    
$
1,640
    
$
47,452
  
Noninterest expense
                                
Salaries and employee benefits
  
$
49,548
    
$
8,454
    
$
2,692
    
$
60,694
  
Technology and data services
    
9,801
      
270
      
167
      
10,238
  
Occupancy
    
8,692
      
268
      
67
      
9,027
  
Professional fees and outside services
    
4,815
      
504
      
(367
)
    
4,952
  
Office supplies and postage
    
1,881
      
47
      
14
      
1,942
  
FDIC assessment
    
1,694
      
-
      
-
      
1,694
  
Marketing
    
1,118
      
19
      
1
      
1,138
  
Amortization of intangible assets
    
1,508
      
544
      
59
      
2,111
  
Loan collection and other real estate owned, net
    
659
      
-
      
-
      
659
  
Acquisition expenses
    
1,221
      
-
      
-
      
1,221
  
Other
    
8,540
      
234
      
(2,550
)
    
6,224
  
Total noninterest expense
  
$
89,477
    
$
10,340
    
$
83
    
$
99,900
  
Income before income tax expense
  
$
38,977
    
$
6,687
    
$
1,557
    
$
47,221
  
Income tax expense
    
9,051
      
1,425
      
-
      
10,476
  
Net income
  
$
29,926
    
$
5,262
    
$
1,557
    
$
36,745
  
Goodwill
  
$
324,250
    
$
23,877
    
$
14,536
    
$
362,663
  
Intangible assets, net
    
26,045
      
6,989
      
1,215
      
34,249
  
Total assets
    
15,591,557
      
54,925
      
(1,782,231
)
    
13,864,251
  

(1)
Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment.


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NBT BANCORP INC. AND SUBSIDIARIES
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations and financial condition, including capital resources and asset/liability management. Reference should be made to the Company’s consolidated financial statements and footnotes thereto included in this Form 10‑Q as well as to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 for an understanding of the following discussion and analysis. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results of the full year ending December 31, 2026 or any future period.

Forward-Looking Statements

Certain statements in this filing and future filings by the Company with the SEC, in the Company’s press releases or other public or stockholder communications or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those contemplated by any forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) local, regional, national and international economic conditions, including actual or potential stress in the banking industry, and the impact they may have on the Company and its customers, and the Company’s assessment of that impact; (2) changes in the level of nonperforming assets and charge-offs; (3) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (4) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board (“FRB”) and international trade disputes (including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation); (5) inflation, interest rate, securities market and monetary fluctuations; (6) political instability; (7) acts of war, including international military conflicts, or terrorism; (8) the timely development and acceptance of new products and services and the perceived overall value of these products and services by users; (9) changes in consumer spending, borrowing and saving habits; (10) changes in the financial performance and/or condition of the Company’s borrowers; (11) technological changes; (12) acquisition and integration of acquired businesses; (13) the ability to increase market share and control expenses; (14) changes in the competitive environment among financial holding companies; (15) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiaries must comply, including those under the Dodd-Frank Act, and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018; (16) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (17) changes in the Company’s organization, compensation and benefit plans; (18) the costs and effects of legal and regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (19) greater than expected costs or difficulties related to the integration of new products and lines of business; and (20) the Company’s success at managing the risks involved in the foregoing items.

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The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.

Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Non-GAAP Measures

This Quarterly Report on Form 10-Q contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Form 10-Q, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation.

Critical Accounting Estimates

SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in accordance with GAAP. The more significant of these policies are summarized in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K. Management has reviewed the application of these estimates with the Audit Committee of NBT’s Board of Directors. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.

Allowance for Credit Losses and Unfunded Commitments

The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of CECL on financial instruments requires an estimate of the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws.

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Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL methodology to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.

One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast period. As of March 31, 2026, the weightings were 60%, 5%, and 35% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate decreases from 4.6% in the second quarter of 2026 to 4.56% by the end of the forecast period, with a peak northeast unemployment rate of 4.6% in the third quarter of 2026. National GDP annualized growth (on a quarterly basis) is expected to start the second quarter of 2026 at approximately 2.75% and decrease to 1.72% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the June and September meetings and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.6% in the first quarter of 2026 to 3.7% in the second quarter of 2027 and eventually settles at 3.8% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.6% in the first quarter of 2026 to a peak of 7.8% in the second quarter of 2027. The alternative downside stagflation scenario was removed in the first quarter of 2026 following a recalibration of the scenario’s narrative and model by the reputable third-party, which no longer provided a relevant stagflation scenario. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of March 31, 2026. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.

To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of March 31, 2026, the Company changed the scenario weightings, with a 10% increase to the downside scenario and a 10% decrease to the baseline scenario causing a 3.6% increase in the overall estimated allowance for credit losses. If instead the upside scenario was increased 10% and the baseline scenario was decreased 10%, the overall estimated allowance for credit losses decreased 0.8%. To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of March 31, 2026, the Company increased the downside scenario to 100% which resulted in a 24.1% increase in the overall estimated allowance for credit losses.

The Company’s policies on the CECL methodology for allowance for credit losses are disclosed in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K. All accounting policies are important and as such, the Company encourages the reader to review each of the policies included in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K to obtain a better understanding of how the Company’s financial performance is reported. The Company’s critical accounting policies are described in detail in Part II Item 7. in the 2025 Annual Report on Form 10-K and there have been no material changes in such policies since the date of that report. Refer to Note 3 to the unaudited interim consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted accounting standards.

31
Table of Contents
Executive Summary

Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to, net income and EPS, return on average assets and equity, NIM, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products and services, technology advancements, market share and peer comparisons.

Net income for the three months ended March 31, 2026 was $51.1 million, down $4.4 million from the fourth quarter of 2025 and up $14.4 million from the first quarter of 2025. Diluted earnings per share was $0.98 for the three months ended March 31, 2026, down $0.08 from the fourth quarter of 2025 and up $0.21 from the first quarter of 2025.

Operating net income(1), a non-GAAP measure, was $50.8 million, or $0.97 per diluted common share, for the three months ended March 31, 2026, compared to $1.05 per diluted common share for the fourth quarter of 2025 and $0.80 per diluted common share for the first quarter of 2025.

The following information should be considered in connection with the Company’s results for the three months ended March 31, 2026:


 ●
Net interest income for the three months ended March 31, 2026 was $134.3 million, down $1.1 million, or 0.8%, from the fourth quarter of 2025 and up $27.1 million, or 25.3%, from the first quarter of 2025.

●
FTE NIM was 3.72% for the three months ended March 31, 2026, an increase of 7 bps from the previous quarter and an increase of 28 bps from the first quarter of 2025.

●
The Company recorded a provision for loan losses of $5.6 million for the three months ended March 31, 2026, compared to $3.8 million in the fourth quarter of 2025 and $7.6 million in the first quarter of 2025.

●
Excluding securities gains (losses), noninterest income represented 27% of total revenues and was $49.7 million for the three months ended March 31, 2026, consistent with the fourth quarter of 2025 and up $2.1 million, or 4.5%, from the first quarter of 2025.

●
Noninterest expense, excluding acquisition expenses, was up $0.5 million, or 0.5%, from the fourth quarter of 2025 and was up $13.6 million, or 13.7%, from the first quarter of 2025.

●
Period end total loans were $11.55 billion, down $50.9 million, or 0.4%, from December 31, 2025.

●
Credit quality metrics including net charge-offs to average loans were 0.17%, annualized, and allowance for loan losses to total loans was 1.20%.

●
Period end total deposits were $13.74 billion, up $243.8 million, or 1.8%, from December 31, 2025. The loan to deposit ratio was 84.0% as of March 31, 2026 and 85.9% as of December 31, 2025.

●
The acquisition of Evans through the merger of Evans with and into the Company was completed on May 2, 2025. The Company incurred acquisition expenses of $1.2 million related to the merger with Evans in the first quarter of 2025.

(1)
Non-GAAP measure - Refer to non-GAAP reconciliation below.

Results of Operations

The following table sets forth certain financial highlights:

   
Three Months Ended
  
   
March 31,
2026
    
December 31,
2025
    
March 31,
2025
  
Performance:
                  
Diluted earnings per share
  
$
0.98
    
$
1.06
    
$
0.77
  
Return on average assets(2)
    
1.30
%
    
1.37
%
    
1.08
%
Return on average equity(2)
    
10.89
%
    
11.81
%
    
9.68
%
Return on average tangible common equity(1)(2)
    
15.59
%
    
17.05
%
    
13.63
%
Net interest margin (FTE)(1)(2)
    
3.72
%
    
3.65
%
    
3.44
%
Capital:
                        
Equity to assets
    
11.81
%
    
11.85
%
    
11.29
%
Tangible equity ratio(1)
    
8.96
%
    
8.95
%
    
8.68
%
Book value per share
  
$
36.81
    
$
36.32
    
$
33.13
  
Tangible book value per share(1)
  
$
27.05
    
$
26.54
    
$
24.74
  
Leverage ratio
    
9.70
%
    
9.48
%
    
10.39
%
Common equity tier 1 capital ratio
    
12.34
%
    
12.07
%
    
12.12
%
Tier 1 capital ratio
    
12.34
%
    
12.07
%
    
13.02
%
Total risk-based capital ratio
    
14.52
%
    
14.24
%
    
15.24
%

(1)
Non-GAAP measure - Refer to non-GAAP reconciliation below.
(2)
Annualized.

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The following table provides non-GAAP reconciliations:

   
Three Months Ended
  
(In thousands, except per share data)
  
March 31,
2026
    
December 31,
2025
    
March 31,
2025
  
Return on average tangible common equity:
                  
Net income
  
$
51,142
    
$
55,509
    
$
36,745
  
Amortization of intangible assets (net of tax)
  
  
2,511
      
2,522
      
1,583
  
Net income, excluding intangible amortization
  
$
53,653
    
$
58,031
    
$
38,328
  
Average stockholders’ equity
  
$
1,905,022
    
$
1,864,035
    
$
1,538,798
  
Less: average goodwill and other intangibles
    
509,643
      
513,728
      
398,233
  
Average tangible common equity
  
$
1,395,379
    
$
1,350,307
    
$
1,140,565
  
Return on average tangible common equity(2)
    
15.59
%
    
17.05
%
    
13.63
%
Tangible equity ratio:
                        
Stockholders’ equity
  
$
1,914,397
    
$
1,896,216
    
$
1,565,775
  
Intangibles
    
507,586
      
510,934
      
396,912
  
Assets
  
$
16,204,406
    
$
15,995,121
    
$
13,864,251
  
Tangible equity ratio
    
8.96
%
    
8.95
%
    
8.68
%
Tangible book value per share:
                        
Stockholders’ equity
  
$
1,914,397
    
$
1,896,216
    
$
1,565,775
  
Intangibles
    
507,586
      
510,934
      
396,912
  
Tangible equity
  
$
1,406,811
    
$
1,385,282
    
$
1,168,863
  
Diluted common shares outstanding
    
52,010
      
52,203
      
47,255
  
Tangible book value per share
  
$
27.05
    
$
26.54
    
$
24.74
  
Operating net income:
                        
Net income
  
$
51,142
    
$
55,509
    
$
36,745
  
Acquisition expenses
    
-
      
-
      
1,221
  
Securities (gains) losses
    
(442
)
    
(142
)
    
104
  
Adjustments to net income
  
$
(442
)
  
$
(142
)
  
$
1,325
  
Adjustments to net income (net of tax)
  
$
(338
)
  
$
(113
)
  
$
1,020
  
Operating net income
  
$
50,804
    
$
55,396
    
$
37,765
  
Operating diluted earnings per share
  
$
0.97
    
$
1.05
    
$
0.80
  
FTE adjustment
                        
Net interest income
  
$
134,348
    
$
135,440
    
$
107,223
  
FTE adjustment
    
578
      
581
      
636
  
Net interest income (FTE)
  
$
134,926
    
$
136,021
    
$
107,859
  
Average earnings assets
  
$
14,694,823
    
$
14,768,404
    
$
12,701,136
  
Net interest margin (FTE)(2)
    
3.72
%
    
3.65
%
    
3.44
%

(2)
Annualized.

Net Interest Income

Net interest income is the difference between the interest and dividend income earned on interest-earning assets, primarily loans and securities and the interest expense paid on interest-bearing liabilities, primarily deposits and borrowings. Net interest income is affected by the interest rate spread, the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities, as well as the volumes of such assets and liabilities. Net interest income is one of the key determining factors in a financial institution’s performance as it is the principal source of earnings.

Net interest income was $134.3 million for the first quarter of 2026, down $1.1 million, or 0.8%, from the previous quarter. FTE NIM was 3.72% for the three months ended March 31, 2026, an increase of 7 bps from the previous quarter. Interest income decreased $5.9 million, or 3.1%, as the yield on average interest-earning assets decreased 2 bps from the prior quarter to 5.06%, while average interest-earning assets of $14.69 billion decreased $73.6 million from the prior quarter. The decrease in interest income was primarily due to two fewer days in the first quarter of 2026 compared to the fourth quarter of 2025 and lower yields on loans and short-term interest-bearing accounts due to the fourth quarter Federal Reserve interest rate cuts, partially offset by loans originating at higher rates than portfolio yields. Interest expense decreased $4.8 million, or 9.1%, as the cost of interest-bearing liabilities decreased 14 bps to 1.95% for the three months ended March 31, 2026 as compared to the prior quarter, primarily due to a 14 bps decrease in interest-bearing deposit costs. Included in net interest income was $6.7 million of acquisition-related net accretion for the three months ended March 31, 2026, compared to $7.4 million of acquisition-related net accretion for the three months ended December 31, 2025.

Net interest income was $134.3 million for the first quarter of 2026, up $27.1 million, or 25.3%, from the first quarter of 2025. FTE NIM was 3.72% for the three months ended March 31, 2026, an increase of 28 bps from the first quarter of 2025. Interest income increased $28.2 million, or 18.2%, as the yield on average interest-earning assets increased 11 bps from the same period in 2025 to 5.06%, while average interest-earning assets increased $1.99 billion, or 15.7%, from the first quarter of 2025, primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. Interest expense increased $1.1 million, or 2.4%, for the three months ended March 31, 2026 primarily due to the addition of $1.62 billion in interest-bearing liabilities from the Evans acquisition, partially offset by a decrease in the cost of interest-bearing liabilities. Included in net interest income was $6.7 million of acquisition-related net accretion for the three months ended March 31, 2026 and $2.2 million of acquisition-related net accretion for the three months ended March 31, 2025.

33
Table of Contents
Average Balances and Net Interest Income

The following table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis.

Three Months Ended
  
March 31, 2026
    
December 31, 2025
    
March 31, 2025
  
(Dollars in thousands)
  
Average
Balance
    
Interest
    
Yield/
Rates
    
Average
Balance
    
Interest
    
Yield/
Rates
    
Average
Balance
    
Interest
    
Yield/
Rates
  
Assets:
                                                      
Short-term interest-bearing accounts
  
$
356,403
    
$
3,127
      
3.56
%
  
$
450,719
    
$
4,462
      
3.93
%
  
$
63,198
    
$
703
      
4.51
%
Securities taxable(1)
    
2,547,841
      
16,472
      
2.62
%
    
2,513,465
      
16,129
      
2.55
%
    
2,402,772
      
13,631
      
2.30
%
Securities tax-exempt(1) (3)
    
192,429
      
1,721
      
3.63
%
    
194,638
      
1,709
      
3.48
%
    
220,210
      
1,956
      
3.60
%
FRB and FHLB stock
    
44,589
      
585
      
5.32
%
    
44,632
      
557
      
4.95
%
    
33,469
      
473
      
5.73
%
Loans(2) (3)
    
11,553,561
      
161,319
      
5.66
%
    
11,564,950
      
166,268
      
5.70
%
    
9,981,487
      
138,277
      
5.62
%
Total interest-earning assets
  
$
14,694,823
    
$
183,224
      
5.06
%
  
$
14,768,404
    
$
189,125
      
5.08
%
  
$
12,701,136
    
$
155,040
      
4.95
%
Other assets
    
1,315,235
                      
1,317,791
                      
1,088,069
                  
Total assets
  
$
16,010,058
                    
$
16,086,195
                    
$
13,789,205
                  
Liabilities and stockholders’ equity:
                                                                        
Money market deposits
  
$
4,188,180
    
$
27,225
      
2.64
%
  
$
4,222,137
    
$
29,581
      
2.78
%
  
$
3,496,552
    
$
26,198
      
3.04
%
Interest-bearing checking deposits
    
2,117,278
      
5,452
      
1.04
%
    
2,094,105
      
6,012
      
1.14
%
    
1,682,265
      
3,494
      
0.84
%
Savings deposits
    
1,953,096
      
2,005
      
0.42
%
    
1,919,032
      
2,031
      
0.42
%
    
1,571,673
      
187
      
0.05
%
Time deposits
    
1,455,142
      
10,153
      
2.83
%
    
1,533,062
      
11,802
      
3.05
%
    
1,450,846
      
12,709
      
3.55
%
Total interest-bearing deposits
  
$
9,713,696
    
$
44,835
      
1.87
%
  
$
9,768,336
    
$
49,426
      
2.01
%
  
$
8,201,336
    
$
42,588
      
2.11
%
Federal funds purchased
    
-
      
-
      
-
      
-
      
-
      
-
      
2,278
      
25
      
4.45
%
Repurchase agreements
    
126,024
      
822
      
2.65
%
    
137,832
      
915
      
2.63
%
    
107,496
      
761
      
2.87
%
Short-term borrowings
    
-
      
-
      
-
      
-
      
-
      
-
      
7,033
      
80
      
4.61
%
Long-term debt
    
43,139
      
441
      
4.15
%
    
44,216
      
451
      
4.05
%
    
27,674
      
266
      
3.90
%
Subordinated debt, net
    
24,655
      
510
      
8.39
%
    
24,338
      
505
      
8.23
%
    
121,331
      
1,822
      
6.09
%
Junior subordinated debt
    
111,679
      
1,690
      
6.14
%
    
111,654
      
1,807
      
6.42
%
    
101,196
      
1,639
      
6.57
%
Total interest-bearing liabilities
  
$
10,019,193
    
$
48,298
      
1.95
%
  
$
10,086,376
    
$
53,104
      
2.09
%
  
$
8,568,344
    
$
47,181
      
2.23
%
Demand deposits
    
3,811,907
                      
3,848,626
                      
3,385,080
                  
Other liabilities
    
273,936
                      
287,158
                      
296,983
                  
Stockholders’ equity
    
1,905,022
                      
1,864,035
                      
1,538,798
                  
Total liabilities and stockholders’ equity
  
$
16,010,058
                    
$
16,086,195
                    
$
13,789,205
                  
Net interest income (FTE)
          
$
134,926
                    
$
136,021
                    
$
107,859
          
Interest rate spread
                    
3.11
%
                    
2.99
%
                    
2.72
%
Net interest margin (FTE)
                    
3.72
%
                    
3.65
%
                    
3.44
%
Taxable equivalent adjustment
          
$
578
                    
$
581
                    
$
636
          
Net interest income
          
$
134,348
                    
$
135,440
                    
$
107,223
          

(1)
Securities are shown at average amortized cost.
(2)
For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding.
(3)
Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%.

34
Table of Contents
The following table presents changes in interest income and interest expense attributable to changes in volume (change in average balance multiplied by prior year rate), changes in rate (change in rate multiplied by prior year volume) and the net change in net interest income. The net change attributable to the combined impact of volume and rate has been allocated to each in proportion to the absolute dollar amounts of change.

Three Months Ended March 31,
  
Increase (Decrease)
2026 over 2025
  
(In thousands)
  
Volume
    
Rate
    
Total
  
Short-term interest-bearing accounts
  
$
2,603
    
$
(179
)
  
$
2,424
  
Securities taxable
    
858
      
1,983
      
2,841
  
Securities tax-exempt
    
(248
)
    
13
      
(235
)
FRB and FHLB stock
    
148
      
(36
)
    
112
  
Loans
    
21,942
      
1,100
      
23,042
  
Total FTE interest income
  
$
25,303
    
$
2,881
    
$
28,184
  
Money market deposits
  
$
4,771
    
$
(3,744
)
  
$
1,027
  
Interest-bearing checking deposits
    
1,016
      
942
      
1,958
  
Savings deposits
    
56
      
1,762
      
1,818
  
Time deposits
    
38
      
(2,594
)
    
(2,556
)
Federal funds purchased
    
(12
)
    
(13
)
    
(25
)
Repurchase agreements
    
124
      
(63
)
    
61
  
Short-term borrowings
    
(40
)
    
(40
)
    
(80
)
Long-term debt
    
157
      
18
      
175
  
Subordinated debt, net
    
(1,824
)
    
512
      
(1,312
)
Junior subordinated debt
    
163
      
(112
)
    
51
  
Total FTE interest expense
  
$
4,449
    
$
(3,332
)
  
$
1,117
  
Change in FTE net interest income
  
$
20,854
    
$
6,213
    
$
27,067
  

Noninterest Income

Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of noninterest income for the periods indicated:

   
Three Months Ended
  
(In thousands)
  
March 31,
2026
    
December 31,
2025
    
March 31,
2025
  
Service charges on deposit accounts
  
$
5,268
    
$
5,146
    
$
4,243
  
Card services income
    
6,028
      
6,205
      
5,317
  
Retirement plan administration fees
    
16,566
      
14,104
      
15,858
  
Wealth management
    
11,134
      
12,028
      
10,946
  
Insurance services
    
4,482
      
3,917
      
4,761
  
Bank owned life insurance income
    
2,659
      
3,576
      
3,397
  
Net securities gains (losses)
    
442
      
142
      
(104
)
Other
    
3,557
      
4,586
      
3,034
  
Total noninterest income
  
$
50,136
    
$
49,704
    
$
47,452
  

Noninterest income for the three months ended March 31, 2026 was $50.1 million, up $0.4 million, or 0.9%, from the prior quarter and up $2.7 million, or 5.7%, from the first quarter of 2025. Excluding net securities gains (losses), noninterest income for the three months ended March 31, 2026 was $49.7 million, up $0.1 million, or 0.3%, from the prior quarter and up $2.1 million, or 4.5%, from the first quarter of 2025.

The increase from the prior quarter was primarily driven by an increase in retirement plan administration fees and insurance services partially offset by a decrease in wealth management fees, bank owned life insurance income and other noninterest income. Retirement plan administration fees increased from the prior quarter driven by higher activity-based fees, an increase in market values of assets under administration and the additional revenue from new customer relationships. Insurance revenues increased from the prior quarter due to organic growth and first quarter seasonality. Wealth management fees decreased from the prior quarter driven primarily by higher seasonal and activity-based fees recognized in the prior quarter. Bank owned life insurance income decreased from the prior quarter due to lower gains recognized. Other noninterest income decreased from the prior quarter due to a gain on an equity investment recognized in the fourth quarter of 2025.

The increase from the first quarter of 2025 was driven by an increase in service charges on deposit accounts and card services income due to the Evans acquisition. In addition, noninterest income increased from the first quarter of 2025 due to an increase in retirement plan administration fees which were partially offset by a decrease in bank owned life insurance income. The increase in retirement plan administration fees from the first quarter of 2025 was due to higher activity-based fees, increase in market values of assets under administration and the additional revenue from new customer relationships. Bank owned life insurance income decreased from the first quarter of 2025 due to lower gains recognized.

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Noninterest Expense

Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the periods indicated:

   
Three Months Ended
  
(In thousands)
  
March 31,
2026
    
December 31,
2025
    
March 31,
2025
  
Salaries and employee benefits
  
$
68,759
    
$
65,993
    
$
60,694
  
Technology and data services
    
11,510
      
11,803
      
10,238
  
Occupancy
    
11,010
      
9,267
      
9,027
  
Professional fees and outside services
    
5,554
      
5,826
      
4,952
  
Office supplies and postage
    
2,167
      
2,209
      
1,942
  
FDIC assessment
    
2,010
      
2,113
      
1,694
  
Marketing
    
918
      
1,068
      
1,138
  
Amortization of intangible assets
    
3,348
      
3,362
      
2,111
  
Loan collection and other real estate owned, net
    
610
      
781
      
659
  
Acquisition expenses
    
-
      
-
      
1,221
  
Other
    
6,346
      
9,266
      
6,224
  
Total noninterest expense
  
$
112,232
    
$
111,688
    
$
99,900
  

Noninterest expense for the three months ended March 31, 2026 was $112.2 million, up $0.5 million, or 0.5%, from the prior quarter and up $12.3 million, or 12.3%, from the first quarter of 2025. Excluding acquisition expenses, noninterest expense for the three months ended March 31, 2026 was $112.2 million, up $13.6 million, or 13.7%, from the first quarter of 2025.

The increase from the prior quarter was primarily due to an increase in salaries and employee benefits and occupancy expenses, partially offset by a decrease in other noninterest expense. Salaries and employee benefits increased from the prior quarter driven by seasonally higher payroll taxes and stock-based compensation expenses, partially offset by lower medical expenses. Occupancy costs increased from the prior quarter due to seasonal maintenance and utilities costs due to harsh winter conditions across the footprint. Other expenses decreased from the prior quarter due to seasonally lower levels of travel, training and charitable contributions and loan-servicing related expenses.

The increase from the first quarter of 2025 was driven by the Evans acquisition. Salaries and benefits increased from the first quarter of 2025 driven by the impact of the Evans acquisition, annual merit pay increases, higher medical expenses and stock-based compensation expenses. Technology and data services increased from the first quarter of 2025 primarily due to the Evans acquisition, timing of planned activities and ongoing investment in enterprise technology initiatives. In addition, the increase in occupancy expense was impacted by additional expenses from the Evans acquisition, higher seasonal maintenance and utilities, and higher facilities costs related to new branch banking locations. Professional fees and outside services increased from the first quarter of 2025 primarily due to the Evans acquisition and the timing of various initiatives. Amortization of intangible assets increased due to the Company recording a core deposit intangible of $33.2 million related to the Evans acquisition.

Income Taxes

Income tax expense for the three months ended March 31, 2026 was $15.5 million, up $1.4 million from the prior quarter and up $5.1 million from the first quarter of 2025. The effective tax rate was 23.3% for the first quarter of 2026, compared to 20.3% for the prior quarter and 22.2% for the first quarter of 2025. The increase in the effective tax rate from the prior quarter was primarily due to the assessment of the deductibility of merger-related expenses incurred in 2025 and the associated impact on the full year effective tax rate in the fourth quarter of 2025. The increase in the effective tax rate from the first quarter of 2025 was primarily due to the increase in fully taxable pre-tax income.

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ANALYSIS OF FINANCIAL CONDITION

Securities

Total securities increased $40.0 million, or 1.5%, from December 31, 2025 to March 31, 2026. The securities portfolio represented 16.8% of total assets as of March 31, 2026 as compared to 16.7% of total assets as of December 31, 2025.

The following table details the composition of securities AFS, securities HTM and equity securities for the periods indicated:

   
March 31, 2026
    
December 31, 2025
  
Mortgage-backed securities:
            
With maturities 15 years or less
    
15
%
    
15
%
With maturities greater than 15 years
    
9
%
    
8
%
Collateralized mortgage obligations
    
41
%
    
42
%
Municipal securities
    
13
%
    
13
%
U.S. agency notes
    
19
%
    
19
%
Corporate
    
1
%
    
1
%
Equity securities
    
2
%
    
2
%
Total
    
100
%
    
100
%

The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae (“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in our investment portfolio.

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Loans

A summary of the loan portfolio by major categories(1), net of deferred fees and origination costs, for the periods indicated is as follows:

(In thousands)
  
March 31, 2026
    
December 31, 2025
  
Commercial & industrial
  
$
1,669,624
    
$
1,671,974
  
Commercial real estate
    
4,783,384
      
4,798,957
  
Residential mortgage
    
2,539,249
      
2,537,593
  
Home equity
    
447,462
      
448,113
  
Indirect auto
    
1,333,017
      
1,340,524
  
Residential solar
    
715,745
      
736,970
  
Other consumer
    
58,774
      
63,983
  
Total loans
  
$
11,547,255
    
$
11,598,114
  

(1) Loans are summarized by business line which does not align to how the Company assesses credit risk in the allowance for credit losses under CECL.

Total loans were $11.55 billion and $11.60 billion at March 31, 2026 and December 31, 2025, respectively. Period end loans decreased by $50.9 million from December 31, 2025 to March 31, 2026, which included a $25.9 million decrease in the other consumer and residential solar portfolios, which are in a planned run-off status. Total loans represent approximately 71.3% of assets as of March 31, 2026, as compared to 72.5% as of December 31, 2025.

Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities. The Company offers a variety of loan products tailored to meet the needs of commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and seasonal crop expenses. These loans are typically collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are inherently subject to industry price volatility. The Company extends CRE loans to support real estate transactions, including acquisitions, refinancings, expansions and property improvements to both commercial and agricultural properties. These loans are secured by liens on real estate assets, covering a spectrum of properties including apartments, commercial structures, healthcare facilities and others, whether occupied by owners or non-owners. Risks associated with the CRE portfolio pertain to the borrowers’ ability to meet interest and principal payments over the life of the loan, as well as their ability to secure financing upon the loan’s maturity. The Company has a risk management framework that includes rigorous underwriting standards, targeted portfolio stress testing, interest rate sensitivities on commercial borrowers and comprehensive credit risk monitoring mechanisms. The Company remains vigilant in monitoring market trends, economic indicators and regulatory developments to promptly adapt our risk management strategies as needed.

Within the CRE portfolio, approximately 78% are comprised of Non-Owner Occupied CRE, with the remaining 22% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the Company’s markets such as residential rental properties (44%) and office spaces (13%), along with retail, manufacturing, mixed use, hotels and others. As of March 31, 2026 and December 31, 2025, the total CRE construction and development loans amounted to $430.9 million and $405.3 million, respectively.

Allowance for Credit Losses, Provision for Loan Losses and Nonperforming Assets

Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.

The CECL methodology requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses. These are necessary to maintain the allowance at a level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio, adjusted for expected prepayments and curtailments. While management uses available information to recognize losses on loans, additions or reductions to the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of any or all of the determining factors discussed above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.

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Table of Contents
Management estimates the allowance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the Company. Significant management judgment is required at each point in the measurement process.

The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, discounted PD and LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio as of the balance sheet date.

Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Consistent with CECL guidance, management has pooled loans with similar risk characteristics and identified segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.

Additional information about our Allowance for Credit Losses is included in Note 6 to the unaudited interim consolidated financial statements in this Quarterly Report on Form 10-Q as well as in the “Critical Accounting Estimates” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.

The allowance for credit losses totaled $138.6 million at March 31, 2026, compared to $138.0 million at December 31, 2025 and $117.0 million at March 31, 2025. The allowance for credit losses as a percentage of loans was 1.20% at March 31, 2026, compared to 1.19% at December 31, 2025 and 1.17% at March 31, 2025. The allowance for credit losses as of March 31, 2026 increased compared to the allowance estimates as of December 31, 2025 primarily due to the change in forecast scenario weightings and the establishment of specific reserves for newly identified individually evaluated loans. These increases to the allowance for credit losses were partially offset by improvements in the economic forecast, model adjustments, and changes in loan composition and balances, including reductions driven by other consumer and residential solar portfolios that are in a planned run-off status. First quarter 2026 model adjustments lowered the allowance, as updates from the annual model review and recalibration process incorporated recent delinquency and loss experience which reflected improved default estimates across most portfolio segments. The increase in the allowance for credit losses from March 31, 2025 to March 31, 2026 was primarily due to the recording of $20.7 million of allowance for acquired Evans loans as of the acquisition date, which included both the $13.0 million of non-PCD allowance recognized through the provision for loan losses and the $7.7 million of PCD allowance reclassified from loans. This increase was partially offset by the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off status.

The allowance for credit losses was 226.27% of nonperforming loans at March 31, 2026, compared to 266.81% at December 31, 2025 and to 245.33% at March 31, 2025. The decrease in the coverage of the allowance to nonperforming and nonaccrual loans from December 31, 2025 to March 31, 2026 was due to the increase in nonaccrual loans. The decrease in the coverage of the allowance to nonperforming loans from March 31, 2025 to March 31, 2026 was due to an increase in nonaccrual loans, partially offset by the increase in the allowance relating to the acquired Evans loans.

The provision for loan losses was $5.6 million for the three months ended March 31, 2026, compared to $3.8 million in the prior quarter and $7.6 million for the same period in the prior year. Provision expense increased from the prior quarter primarily due to an increase in net charge-offs during the quarter and a higher level of allowance for loan losses. The decrease in provision expense from March 31, 2025, was driven largely due to lower net charge-offs. Net charge-offs totaled $5.0 million during the three months ended March 31, 2026, compared to net charge-offs of $4.8 million during the fourth quarter of 2025 and $6.6 million in the first quarter of 2025. Net charge-offs to average loans were 17 bps for the three months ended March 31, 2026, compared to 16 bps for the fourth quarter of 2025 and 27 bps for the three months ended March 31, 2025.

As of March 31, 2026, the unfunded commitment reserve totaled $5.5 million, compared to $5.8 million as of December 31, 2025 and $4.5 million as of March 31, 2025. The increase from the same period in the prior year was caused by an increase in pipeline exposure and $0.5 million of acquisition-related provision for unfunded commitments established for unfunded commitments acquired in the Evans acquisition.

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Table of Contents
Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loan modifications, OREO and nonperforming securities. Loans are generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when circumstances indicate that the borrower may be unable to meet the contractual principal or interest payments. The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.

   
March 31, 2026
    
December 31, 2025
  
(Dollars in thousands)
  
Amount
    
%
    
Amount
    
%
  
Nonaccrual loans:
                        
Commercial
  
$
34,214
      
59
%
  
$
19,934
      
45
%
Residential
    
20,216
      
35
%
    
21,264
      
47
%
Consumer
    
3,036
      
5
%
    
3,093
      
7
%
Troubled loan modifications
    
437
      
1
%
    
301
      
1
%
Total nonaccrual loans
  
$
57,903
      
100
%
  
$
44,592
      
100
%
Loans over 90 days past due and still accruing:
                                
Commercial
  
$
25
      
1
%
  
$
2,220
      
31
%
Residential
    
1,173
      
35
%
    
2,366
      
33
%
Consumer
    
2,154
      
64
%
    
2,545
      
36
%
Total loans over 90 days past due and still accruing
  
$
3,352
      
100
%
  
$
7,131
      
100
%
Total nonperforming loans
  
$
61,255
            
$
51,723
          
OREO
    
22
              
402
          
Total nonperforming assets
  
$
61,277
            
$
52,125
          
Total nonaccrual loans to total loans
    
0.50
%
            
0.38
%
        
Total nonperforming loans to total loans
    
0.53
%
            
0.45
%
        
Total nonperforming assets to total assets
    
0.38
%
            
0.33
%
        
Total allowance for loan losses to total nonperforming loans
    
226.27
%
            
266.81
%
        
Total allowance for loan losses to nonaccrual loans
    
239.37
%
            
309.47
%
        

Total nonperforming assets were $61.3 million at March 31, 2026, compared to $52.1 million at December 31, 2025 and $48.0 million at March 31, 2025. Nonperforming loans at March 31, 2026 were $61.3 million or 0.53% of total loans, compared with $51.7 million or 0.45% of total loans at December 31, 2025 and $47.7 million or 0.48% of total loans at March 31, 2025. The increase in nonperforming assets and nonperforming loans from the prior period was attributable to an increase in nonaccrual loans including three newly identified commercial relationships identified for individual credit loss evaluation, partially offset by a decrease in accruing loans past due over 90 days. The increase from March 31, 2025 is primarily attributable to the addition of nonperforming loans from the Evans acquisition. Total nonaccrual loans were $57.9 million or 0.50% of total loans at March 31, 2026, compared to $44.6 million or 0.38% of total loans at December 31, 2025 and $44.8 million or 0.45% of total loans at March 31, 2025. Past due loans as a percentage of total loans was 0.40% at March 31, 2026, up from 0.38% at December 31, 2025 and up from 0.32% at March 31, 2025.

In addition to nonperforming loans discussed above, the Company has also identified approximately $278.5 million in potential problem loans at March 31, 2026 as compared to $271.8 million at December 31, 2025. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem loans are classified by the Company’s loan rating system as “substandard.” Potential problem loans have increased to more normalized levels and the increase primarily relates to a few CRE relationships reflecting changing conditions in certain CRE markets including construction delays, rising costs and delays in leasing up spaces. The increase in potential problem loans from December 31, 2025 is primarily due to the net migration of $5.3 million in commercial loan balances to substandard, primarily attributable to acquired commercial loans from Evans. Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on nonaccrual, become troubled loan modifications or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular industry and originates loans primarily within its footprint.

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Table of Contents
Deposits

Total deposits were $13.74 billion at March 31, 2026, up $243.8 million, or 1.8%, from December 31, 2025. As of March 31, 2026 there were $25.0 million of brokered time deposits, down from $98.9 million as of December 31, 2025. Demand, interest-bearing checking and money market accounts increased, partially offset by a decrease in time deposits. The Company continues to experience growth within all business lines, consumer, municipal and commercial, including the inflow of seasonal municipal deposits during the first quarter of 2026. The Company’s composition of total deposits is diverse and granular with over 611,000 accounts with an average per account balance of $22,467 as of March 31, 2026. As of March 31, 2026 and December 31, 2025 the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting were $6.04 billion and $5.86 billion, respectively. Total average deposits increased $1.94 billion, or 16.7%, from the same period last year due to the $1.86 billion in deposits acquired from Evans in the second quarter of 2025.

Borrowed Funds

The Company’s borrowed funds consist of short-term borrowings and long-term debt. Short-term borrowings totaled $117.8 million at March 31, 2026 compared to $148.1 million at December 31, 2025. Long-term debt was $43.1 million at March 31, 2026 compared to $43.2 million at December 31, 2025.

For more information about the Company’s borrowing capacity and liquidity position, see “Liquidity Risk” below.

Subordinated Debt

On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025. The subordinated notes issuance costs of $2.2 million were amortized on a straight-line basis into interest expense over five years. The Company repurchased $2.0 million of the subordinated notes in 2022 at a discount of $0.1 million. On July 1, 2025, the Company redeemed these subordinated notes in full using existing liquidity sources.

The subordinated notes assumed in connection with the Salisbury acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026. As of the acquisition date, the fair value discount was $3.0 million, which will be amortized into interest expense over the expected call or maturity date.

As of March 31, 2026 and December 31, 2025 the subordinated debt net of fair value discount was $24.8 million and $24.5 million, respectively.

Junior Subordinated Debt

In connection with the Evans acquisition, the Company acquired Evans Capital Trust I, a statutory business trust wholly-owned by the Company, which issued $11.0 million in aggregate principal amount of floating rate preferred capital securities due November 23, 2034 to various investors and $0.3 million of common securities. As of the acquisition date, the fair value discount was $0.9 million which is being amortized into interest expense over the life of the debt instrument.

Collectively, the Company sponsors six business trusts, CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I, Alliance Financial Capital Trust II and Evans Capital Trust I (collectively, the “Trusts”).

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Table of Contents
Despite the fact that the Trusts are not included in the Company’s consolidated financial statements, $108 million of the $112 million in trust preferred securities issued by these subsidiary trusts was included in the Tier 1 capital of the Company for regulatory capital purposes as allowed by the FRB (NBT Bank owns $1.0 million of CNBF Trust I securities) through March 31, 2025. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires bank holding companies with assets greater than $500 million to be subject to the same capital requirements as insured depository institutions, meaning, for instance, that such bank holding companies will not be able to count trust preferred securities issued after May 19, 2010 as Tier 1 capital. The aforementioned Trusts are grandfathered with respect to this enactment based on their date of issuance. As of June 30, 2025 in connection with the completion of the Evans acquisition and the Company’s assets exceeding $15 billion, the Trusts are now included in Tier 2 capital of the Company for regulatory capital purposes.

Capital Resources

Stockholders’ equity of $1.91 billion represented 11.81% of total assets at March 31, 2026 compared with $1.90 billion, or 11.85% of total assets, as of December 31, 2025. Stockholders’ equity increased $18.2 million from December 31, 2025 driven by net income of $51.1 million for the three months ended March 31, 2026, partially offset by dividends declared of $19.2 million, the repurchase of common stock of $11.0 million and a $4.7 million increase in accumulated other comprehensive loss due primarily to the change in the fair value of securities available for sale.

The Company purchased 250,000 shares of its common stock during the three months ended March 31, 2026, for a total of $11.0 million at an average price of $44.06 per share under its previously announced stock repurchase program. Under its stock repurchase program, the Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. As of March 31, 2026, there were 1,500,000 shares available for repurchase under this program authorized on October 27, 2025, which is set to expire on December 31, 2027.

As the capital ratios in the following table indicate, the Company remained “well capitalized” at March 31, 2026 under applicable bank regulatory requirements. Capital measurements are well in excess of regulatory minimum guidelines and meet the requirements to be considered well capitalized for all periods presented. To be considered well capitalized, tier 1 leverage, common equity tier 1 capital, tier 1 capital and total risk-based capital ratios must be 5%, 6.5%, 8% and 10%, respectively.

Capital Measurements
  
March 31, 2026
    
December 31, 2025
  
Tier 1 leverage ratio
    
9.70
%
    
9.48
%
Common equity tier 1 capital ratio
    
12.34
%
    
12.07
%
Tier 1 capital ratio
    
12.34
%
    
12.07
%
Total risk-based capital ratio
    
14.52
%
    
14.24
%
Cash dividends as a percentage of net income
    
37.62
%
    
42.90
%
Per common share:
    





Book value
  
$
36.81
    
$
36.32
  
Tangible book value(1)
  
$
27.05
    
$
26.54
  
Tangible equity ratio(2)
    
8.96
%
    
8.95
%

(1)
Stockholders’ equity less goodwill and intangible assets divided by common shares outstanding.
(2)
Non-GAAP measure - Stockholders’ equity less goodwill and intangible assets divided by total assets less goodwill and intangible assets.

Liquidity and Interest Rate Sensitivity Management

Market Risk

Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company’s business activities or are immaterial to the results of operations.

Interest rate risk is defined as an exposure to a movement in interest rates that could have an adverse effect on the Company’s net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than earning assets. When interest-bearing liabilities mature or reprice more quickly than earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.

To manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Management’s Asset Liability Committee (“ALCO”) meets monthly to review the Company’s interest rate risk position and profitability and to recommend strategies for consideration by the Board of Directors (the “Board”). Management also reviews loan and deposit pricing and the Company’s securities portfolio, formulates investment and funding strategies and oversees the timing and implementation of transactions to assure attainment of the Board’s objectives in the most effective manner. Notwithstanding the Company’s interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income.

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In managing the Company’s asset/liability position, the Board and management aim to manage the Company’s interest rate risk while minimizing NIM compression. At times, depending on the level of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, the Board and management may determine to increase the Company’s interest rate risk position somewhat in order to increase its NIM. The Company’s results of operations and net portfolio values remain vulnerable to changes in interest rates and fluctuations in the difference between long and short-term interest rates.

The primary tool utilized by the ALCO to manage interest rate risk is earnings at risk modeling (interest rate sensitivity analysis). Information, such as principal balance, interest rate, maturity date, cash flows, next repricing date (if needed) and current rates are uploaded into the model to create an ending balance sheet. In addition, the ALCO makes certain assumptions regarding prepayment speeds for loans and mortgage related investment securities along with any optionality within the deposits and borrowings. The model is first run under an assumption of a flat rate scenario (e.g., no change in current interest rates) with a static balance sheet. Six additional models are run in which gradual increases of 300 bps, 200 bps and 100 bps, and gradual decreases of 100 bps, 200 bps and 300 bps takes place over a 12-month period with a static balance sheet. Under these scenarios, assets subject to prepayments are adjusted to account for faster or slower prepayment assumptions. Any investment securities or borrowings that have callable options embedded in them are handled accordingly based on the interest rate scenario. The resulting changes in net interest income are then measured against the flat rate scenario. The Company also runs other interest rate scenarios to highlight potential interest rate risk.

The Company’s Interest Rate Sensitivity has remained in a near neutral position. In the declining rate scenarios, net interest income is projected to modestly decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period. The decrease in net interest income is a result of earning assets repricing and rolling over at lower yields at a faster pace than interest-bearing liabilities decline and/or reach their floors. Conversely in the rising rate scenarios, net interest income increases modestly, impacted by slowing prepayment speeds and increased deposit reactivity; the magnitude of potential impact on earnings may be affected by the ability to lag deposit repricing on interest-bearing checking, savings, MMDA and time accounts. Net interest income for the next twelve months in the +300/+200/+100/-100/-200/-300 bps scenarios, as described above, is within the internal policy risk limits of not more than a 5.0% reduction in net interest income in the +100/-100 bps scenarios, of not more than a 7.5% reduction in net interest income in the +200/-200 bps scenarios and of not more than a 12.0% reduction in net interest income in the +300/-300 bps scenarios. The following table summarizes the percentage change in net interest income in the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the March 31, 2026 balance sheet position:

Interest Rate Sensitivity Analysis
    
Change in interest rates
Percent change in
  
(in bps)
net interest income
  
+300
  
1.47
%
+200
  
1.36
%
+100
  
0.96
%
-100
  
(0.91
)%
-200
  
(1.26
)%
-300
  
(1.50
)%

The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily driven by inflationary pressures and FOMC monetary policy. In 2025, the FOMC shifted to an easing cycle, cutting the federal funds rate three times (September, October and December) by 25 bps each, bringing the target range down from 4.25-4.50% towards a more neutral stance of 3.50-3.75% as inflation pressures eased but growth softened. Actions included rate cuts, open market operations to manage liquidity, and adjustments to reinvestment policies for Treasury and mortgage-backed securities. The Fed remains committed to its 2% inflation target and maximum employment goals. The recent federal funds rate reductions and initial expectations for continued reductions in 2026 provided the catalyst for the Company to begin reducing deposit rates in late 2025 and early 2026. However, the onset of the Iran War in 2026 has contributed to higher interest rates and an expectation for an elevated yield curve in the near term. The Company continues to focus on managing deposit expense in an environment of still elevated short-term interest rates (compared to recent years) while maintaining lending spreads in an effort to allow new and repricing asset yields to remain above existing portfolio asset yields where possible.

Liquidity Risk

Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternate funding sources. The objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as loans grow, deposits and securities mature and payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of changing economic conditions. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.

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The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At March 31, 2026, the Company’s Basic Surplus measurement was 19.2% of total assets, or $3.10 billion, as compared to the December 31, 2025 Basic Surplus of 18.7%, or $2.98 billion, and was above the Company’s minimum of 5% (calculated at $810.2 million and $799.8 million of period end total assets as of March 31, 2026 and December 31, 2025, respectively) set forth in its liquidity policies.

At March 31, 2026 and December 31, 2025, FHLB advances outstanding totaled $43.0 million. At March 31, 2026 and December 31, 2025, the Bank had $435.0 million and $353.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $2.02 billion at March 31, 2026 and $2.10 billion at December 31, 2025. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $1.08 billion and $1.11 billion at March 31, 2026 and December 31, 2025, respectively, or used to collateralize other borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.64 billion at March 31, 2026 and $2.53 billion at December 31, 2025. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At March 31, 2026 and December 31, 2025, the Bank had the capacity to borrow $1.19 billion and $1.18 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy, remaining available borrowing capacity totaled $3.99 billion at March 31, 2026 and $3.94 billion at December 31, 2025.

This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2026. While short-term interest rates have declined, they remain elevated relative to recent history, which could result in deposit declines as depositors continue to have alternative opportunities for yield on their excess funds. In the current economic environment, draws against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum policy level of 5%.

At March 31, 2026, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance sheet liquidity is reduced, future growth of earning assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.

The Company’s primary source of funds is dividends from its subsidiaries. Various laws and regulations restrict the ability of banks to pay dividends to their stockholders. Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries.

Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. The approval of the OCC is required to pay dividends when a bank fails to meet certain minimum regulatory capital standards or when such dividends are in excess of a subsidiary bank’s earnings retained in the current year plus retained net profits for the preceding two years as specified in applicable OCC regulations. At March 31, 2026 and December 31, 2025, approximately $100.5 million and $115.9 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends also is subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.

44
Table of Contents
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information called for by Item 3 is contained in the Liquidity and Interest Rate Sensitivity Management section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4.
CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were effective.

PART II OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

There are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

ITEM 1A.
RISK FACTORS

There are no material changes to the risk factors as previously discussed in Part I, Item 1A. of our 2025 Annual Report on Form 10-K.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents stock purchases made during the quarter ended March 31, 2026:

Period
  
Total Number of
Shares
Purchased
    
Average Price
Paid Per Share
    
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
    
Maximum Number of Shares
That May Yet be Purchased
Under the Plans or
Programs(1)
  
January 1-31, 2026
    
-
    
$
-
      
-
      
1,750,000
  
February 1-28, 2026
    
250,000
      
44.06
      
250,000
      
1,500,000
  
March 1-31, 2026
    
-
      
-
      
-
      
1,500,000
  
Total
    
250,000
    
$
44.06
      
250,000
      
1,500,000
  

(1)
On October 27, 2025, the Company’s Board of Directors authorized and approved an amendment to the Company’s stock repurchase program. Pursuant to the amended stock repurchase program, the Company may repurchase up to 2,000,000 shares of the Company’s common stock with all repurchases under the stock repurchase program to be made by December 31, 2027. The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. The Company purchased 250,000 shares of its common stock during the first quarter of 2026 at an average price of $44.06 per share under its previously announced stock repurchase program. As of March 31, 2026, there were 1,500,000 shares available for repurchase under this plan authorized on October 27, 2025, which is set to expire on December 31, 2027.

45
Table of Contents
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.
MINE SAFETY DISCLOSURES

None

ITEM 5.
OTHER INFORMATION

During the three months ended March 31, 2026, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by any director or officer of the Company.

ITEM 6.
EXHIBITS

3.1
Restated Certificate of Incorporation of NBT Bancorp Inc. as amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015 and incorporated herein by reference).
3.2
Amended and Restated Bylaws of NBT Bancorp Inc. effective May 22, 2018 (filed as Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).
3.3
Certificate of Designation of the Series A Junior Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
Certification of the Chief Executive Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.
Certification of the Chief Financial Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

46
Table of Contents
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, this 8th day of May 2026.

 
NBT BANCORP INC.
  
     
By:
/s/ Annette L. Burns
  
 
Annette L. Burns
  
 
Chief Financial Officer
  


47
EX-31.1 2 ef20070440_ex31-1.htm EXHIBIT 31.1
EXHIBIT 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Scott A. Kingsley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of NBT Bancorp Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2026

By:
/s/ Scott A. Kingsley
  
 
Scott A. Kingsley
  
 
Chief Executive Officer
  
 
EX-31.2 3 ef20070440_ex31-2.htm EXHIBIT 31.2
EXHIBIT 31.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Annette L. Burns, certify that:

1. I have reviewed this quarterly report on Form 10-Q of NBT Bancorp Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2026
 
By:
/s/ Annette L. Burns
  
 
Annette L. Burns
  
 
Chief Financial Officer
  


EX-32.1 4 ef20070440_ex32-1.htm EXHIBIT 32.1
EXHIBIT 32.1

Written Statement of the Chief Executive Officer Pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002

The undersigned, the Chief Executive Officer of NBT Bancorp Inc. (the “Company”), hereby certifies that to his knowledge on the date hereof:

(a) the Form 10-Q of the Company for the Quarterly Period Ended March 31, 2026, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
/s/ Scott A. Kingsley
  
 
Scott A. Kingsley
  
 
Chief Executive Officer
  
 
May 8, 2026
  

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to NBT Bancorp Inc. and will be retained by NBT Bancorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2 5 ef20070440_ex32-2.htm EXHIBIT 32.2
EXHIBIT 32.2
 
Written Statement of the Chief Financial Officer Pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002

The undersigned, the Chief Financial Officer of NBT Bancorp Inc. (the “Company”), hereby certifies that to her knowledge on the date hereof:

(a) the Form 10-Q of the Company for the Quarterly Period Ended March 31, 2026, filed on the date hereof with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
/s/ Annette L. Burns
  
 
Annette L. Burns
  
 
Chief Financial Officer
  
 
May 8, 2026
  
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to NBT Bancorp Inc. and will be retained by NBT Bancorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.