8-K
BAR HARBOR BANKSHARES (BHB)
8-K
2025-05-14
For: 2025-05-14
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April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2025
BAR HARBOR BANKSHARES
(Exact Name of Registrant as Specified in its Charter)
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|---|---|---|
| Maine | 001-13349 | 01-0393663 |
| (State or Other Jurisdiction)<br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br>Identification No.) |
| | | |
| PO Box 400 | | 04609-0400 |
| 82 Main Street | | (Zip Code) |
| Bar Harbor, Maine | | |
| (Address of Principal Executive Offices) | | |
Registrant’s telephone number, including area code: (207) 288-3314
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
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|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $2.00 per share | BHB | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
I tem 2.02 Results of Operations and Financial Condition
On May 14, 2025, Bar Harbor Bankshares (the “Company”) made available its investor presentation that the Company intends to utilize in connection with its annual meeting of shareholders to be held on May 15, 2025, at 10:00 a.m. (Eastern Daylight Time). A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference herein. The investor presentation is also available on the Company’s website located at www.barharbor.bank/about-us/shareholder-relations/investor-presentations.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
The information set forth in Item 2.02 of this Report is incorporated herein by reference.
Note Regarding Forward-Looking Statements
This Report contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “anticipate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of such words or other similar expressions can be used to identify forward-looking statements. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. These and other risks and uncertainties are described in additional detail in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Form 10-Q for the Three Months Ended March 31, 2025 and its other filings made with the Securities and Exchange Commission from time to time. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to rely on these forward-looking statements. Any forward-looking statement made in this Report speaks only as of the date on which it is made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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|---|---|---|
| Exhibit No. | **** | Description |
| | | |
| 99.1 | | Investor Presentation dated May 2025 |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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, hereunto duly authorized.
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|---|---|---|
| | Bar Harbor Bankshares | |
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| May 14, 2025 | By: | /s/ Curtis C. Simard |
| | | Curtis C. Simard |
| | | President and CEO |
Exhibit 99.1
| 2025 |
|---|
| Legal Disclaimer<br>Cautionary Statement Regarding Forward-Looking Statements<br>This presentation, including any oral statements made regarding the contents of this presentation, contains certain statements that are not historical facts that may<br>constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of<br>1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this presentation<br>the words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and<br>“potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on<br>historical information may also be considered forward-looking, including statements about Bar Harbor Bankshares’ (the “Company”) future financial and operating<br>results and the Company’s plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the<br>actual results, performance, or achievements of the Company to differ materially from any results, performance, or achievements expressed or implied by such<br>forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual<br>results to differ materially from the statements, including, but not limited to: (1) deterioration in the financial performance and/or condition of borrowers of Bar Harbor<br>Bank & Trust (the “Bank” or “BHBT”), including as a result of the negative impact of inflationary pressures on our customers and their businesses resulting in significant<br>increases in credit losses and provisions for those losses; (2) the possibility that our asset quality could decline or that we experience greater loan losses than<br>anticipated; (3) increased levels of other real estate owned, primarily as a result of foreclosures; (4) the impact of liquidity needs on our results of operations and<br>financial condition; (5) competition from financial institutions and other financial service providers; (6) the effect of interest rate increases on the cost of deposits; (7)<br>unanticipated weakness in loan demand or loan pricing; (8) adverse conditions in the national or local economies including in our markets throughout Northern New<br>England; (9) changes in consumer spending, borrowing and saving habits; (10) the emergence and effects related to a future pandemic, epidemic or outbreak of an<br>infectious disease, including actions taken by governmental officials to curb the spread of such an infectious disease, and the resulting impact on general economic and<br>financial market conditions and on the Company’s and our customers' business, results of operations, asset quality and financial condition; (11) the effects of civil<br>unrest, international hostilities or other geopolitical events, including the war in Ukraine and recent hostilities in the Middle East; (12) lack of strategic growth<br>opportunities or our failure to execute on available opportunities, including those related to our pending acquisition of Guaranty Bancorp, Inc., the parent company of<br>Woodsville Guaranty Savings Bank (13) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits; (14) our ability to effectively manage<br>problem credits; (15) our ability to successfully implement efficiency initiatives on time and with the results projected; (16) our ability to successfully develop and<br>market new products and implement technology effectively; (17) the impact of negative developments in the financial industry and United States and global capital and<br>credit markets; (18) our ability to retain executive officers and key employees and their customer and community relationships; (19) our ability to adapt to technological<br>changes; (20) risks associated with litigation, including reputational and financial risks and the applicability of insurance coverage; (21) the vulnerability of the Bank’s<br>computer and information technology systems and networks, and the systems and networks of third parties with whom the Company or the Bank contract, to<br>unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches and interruptions; (22)<br>changes in the reliability of our vendors, internal control systems or information systems; (23) ongoing competition in the labor markets and increased employee<br>turnover; (24) the potential impact of climate change; (25) our ability to comply with various governmental and regulatory requirements applicable to financial<br>institutions; (26) changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or<br>legislative developments; (27) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Board of<br>Governors of the Federal Reserve System; (28) adverse impacts (including costs, fines, reputational harm, or other negative effects) from current or future litigation,<br>regulatory examinations, or other legal and/or regulatory actions; (29) reductions in the market value or outflows of wealth management assets under management;<br>(30) the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; and (30) general competitive, economic, political,<br>and market conditions, including economic conditions in the local markets where we operate.<br>Other factors not identified above, including those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and<br>Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our Quarterly Report on Form 10-Q filed May 8, 2025, and<br>Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov, may also cause<br>actual results to differ materially from those described in our forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond our<br>control. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements, and you should consider these factors in<br>connection with considering any forward-looking statements that may be made by us. We undertake no obligation to release publicly any revisions to any forward- looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law. 2 |
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| Legal Disclaimer<br>Non-GAAP Financial Measures<br>This presentation contains certain non-GAAP financial measures in addition to results presented in accordance with<br>accounting principles generally accepted in the United States of America (“GAAP”). These non-GAAP measures are<br>intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and<br>financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used<br>in conjunction with the Company's GAAP financial information. Because non-GAAP financial measures presented in this<br>document are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these<br>non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by<br>other companies. A reconciliation of non-GAAP financial measures to GAAP measures is provided below. In all cases, it<br>should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of<br>shareholders. An item which management excludes when computing non-GAAP core earnings can be of substantial<br>importance to the Company's results for any particular quarter or year. Each non-GAAP measure used by the Company in<br>this report as supplemental financial data should be considered in conjunction with the Company's GAAP financial<br>information.<br>The Company utilizes the non-GAAP measure of core earnings in evaluating operating trends, including components for<br>core revenue and expense. These measures exclude amounts which the Company views as unrelated to its normalized<br>operations, including gains/losses on securities, premises, equipment and other real estate owned, acquisition costs,<br>restructuring costs, legal settlements, and systems conversion costs. Non-GAAP adjustments are presented net of an<br>adjustment for income tax expense.<br>The Company also calculates core earnings per share based on its measure of core earnings. The Company views these<br>amounts as important to understanding its operating trends, particularly due to the impact of accounting standards<br>related to acquisition activity. Analysts also rely on these measures in estimating and evaluating the Company's<br>performance. Management also believes that the computation of non-GAAP core earnings and core earnings per share<br>may facilitate the comparison of the Company to other companies in the financial services industry. The Company also<br>adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the<br>investment community.<br>Please refer to the Appendix for more information about the non-GAAP financial measures, and reconciliations of the<br>non-GAAP financial measures to their most directly comparable GAAP financial measures.<br>3 |
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| A Bank that Thinks Differently<br>• Employee and customer experience is the foundation of our performance, which leads<br>to financial benefits to our shareholders<br>• Commitment to risk management<br>• Service and sales driven culture with a focus on core business growth<br>• Fee income is fundamental to our profitability through trust and treasury management<br>services, customer derivatives, and secondary market mortgage sales<br>• Expansion of our brand and business to deepen market presence<br>• Geography, 135 year heritage, and performance are key while remaining true to a<br>culture that has long-term commitment to our communities<br>We take deposits from neighbors and lend to neighbors<br>4<br>Bar Harbor Bank & Trust is the only community bank headquartered in Northern New England<br>with branches in Maine, New Hampshire and Vermont. The Bank is focused on exceptional<br>Commercial, Retail and Wealth Management banking services in over 50 locations. Our<br>business model balances earnings with growth by focusing on the following tenets: |
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| Overview of Bar Harbor Bank & Trust<br>• We strive to be one of the most profitable banks in New England;<br>and to provide exceptional service to people, businesses and<br>communities we serve<br>• Business overview as of March 31, 2025<br>• Over 50 locations spanning Northern New England1<br>• $3.2 billion in AUM Bar Harbor Wealth Management division<br>combined with our brokerage services<br>• Commercial LPO office in Portland, Maine<br>• Diverse fee income sources have been developed<br>• Seasoned management team with strong market knowledge and<br>industry experience<br>• Track record of generating growth and expanding dividends<br>• Employee and customer experience is the foundation of superior<br>performance, which we believe leads to financial benefit to<br>shareholders<br>• Strong commitment to risk management<br>• Continued commitment to expanding customer services and<br>products, while growing and diversifying our non-interest income<br>sources<br>• Investment in process, products, technology, training, leadership<br>and infrastructure<br>• Expansion of the Bank’s brand and business to deepen market<br>presence and leverage scale<br>5<br>Source: Company filings, includes banking, lending and wealth management service locations across ME, VT and NH 1Locations include banking, lending and wealth management services 2For a reconciliation of non-GAAP financial measures to the comparable GAAP measures, see the Appendix<br>Bank Overview Key Statistics as of March 31, 2025<br>Assets $4,063<br>Net Loans $3,096<br>Deposits $3,297<br>Shareholder Equity $467<br>NPAs / Total Assets 0.32%<br>Core Return on Average Assets2 1.04%<br>Core Return on Average Equity2 9.09%<br>Net Interest Margin2 3.17%<br>Closing Stock Price $29.50<br>Market cap $452<br>Price / LTM Core EPS 10.31x<br>Dividend Yield 4.07%<br>($ in millions except Stock Price) |
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| Senior Executive Team<br>Curtis C. Simard<br>President & Chief Executive Officer<br>• Joined as President & CEO of Bar<br>Harbor Bank & Trust in June of<br>2013<br>• Served as Managing Director of<br>Corporate Banking for TD Bank<br>• Over 30+ years of industry<br>experience<br>SVP, Chief Human Resources Officer<br>Alison DiPaola<br>• Joined in June 2013<br>• Extensive human resources<br>experience including being<br>SHRM-SCP certified<br>• Over 10+ years of industry<br>experience<br>Jason Edgar<br>President, Bar Harbor Wealth<br>Management<br>• Joined in June of 2019<br>• Served as SVP, Director of Wealth<br>Management at Berkshire Hills<br>Bancorp and has over 20+ years<br>industry experience<br>Marion Colombo<br>EVP, Director of Retail Delivery<br>• Joined in February of 2018<br>• Over 30+ years of experience,<br>including Market President of Retail<br>for TD Bank in Boston<br>John Mercier<br>EVP, Chief Lending Officer<br>• Joined in April of 2017<br>• Over 30+ years of experience in<br>lending throughout the Northeast<br>John Williams<br>SVP, Chief Risk Officer<br>• Joined in December of 2014<br>• 10+ years in various risk<br>management roles within banking<br>Joseph Scully<br>SVP, Chief Information Officer &<br>Director of Operations<br>• Joined in January of 2015<br>• Over 30+ years of experience in<br>operations, technology & security<br>experience, including the<br>Department of Defense and<br>Financial Institutions<br>6<br>EVP, Chief Financial Officer & Treasurer<br>Josephine Iannelli<br>• Joined in October of 2016<br>• Served as EVP CFO and Treasurer of<br>Berkshire Hills Bancorp as well as<br>other various management positions<br>at PNC<br>• Over 25+ years of industry experience |
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| Our Markets<br>The Bank serves a wide range of markets in Maine, New Hampshire and Vermont. Within our markets,<br>tourism, agriculture, and the working waterfront remain strong and continue to drive economic activity. These<br>core markets have also maintained their strength through diversification into various services industries.<br>Maine<br>• 22 full-service branches in Downeast, Midcoast and Central<br>Maine.<br>• Primary market areas: Hancock, Knox, Washington, Kennebec<br>and Sagadahoc counties.<br>New Hampshire<br>• 21 full-service branches and two stand-alone drive-up windows<br>in New Hampshire.<br>• Primary market areas: Nashua, Manchester, Concord, and<br>Upper Valley, including Lebanon, Hanover, New London and<br>Newport.<br>Vermont<br>• 10 full service-branches and one stand-alone drive-up window<br>in Vermont.<br>• Primary market areas: Central Vermont within the counties of<br>Rutland, Windsor and Orange.<br>7 Note: Information as of March 31, 2025 |
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| Our strategy is working and the<br>industry is taking notice<br>8 |
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| Fostering Sustainable Communities<br>9<br>As a community bank, we recognize that we are successful when our customers and communities prosper. We make<br>significant investments in technology, our people, and branches.<br>Note: Information as of December 31, 2024 |
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| Signed Definitive Merger Agreement in Q1<br>10<br>Note: Financials reflect bank level call report data for the quarter ended December 31, 2024<br>Source: S&P Capital IQ Pro<br>Enhancing our New Hampshire Franchise |
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| Merger with Guaranty Bancorp, Inc.<br>11<br>Financially Attractive Acquisition<br>$4.8B<br>Total Assets<br>$3.9B<br>Total Deposits<br>$3.6B<br>Net Loans<br>$512M<br>Market Cap<br>Pro Forma Combined Company<br>Continued Expansion into Well-Known Markets<br>~30%<br>2026 EPS Accretion<br>~10%<br>TBV Dilution at Closing<br>+ 20bps<br>ROAA Accretion<br>10.3%<br>CET1 Pro Forma at Closing<br>~2.3 Yrs<br>TBV Earnback Period<br>1.39%<br>Guaranty Cost of Deposits<br>Maine<br>Vermont<br>New<br>Hampshire<br>Note Pro Forma Combined Company balance sheet metrics reflect sum of reported December 31, 2024 data, excluding transaction adjustments. Estimated financial impact is presented for illustrative<br>purposes only and includes purchase accounting marks and transaction related expenses. Estimated 2026 EPS Accretion excludes the impact of one-time transaction-related expenses; Market data as of<br>March 7, 2025; Assumes transaction closes in the second half of 2025.<br>Source: S&P Capital IQ Pro; Company documents |
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| Transaction Highlights<br>12<br>(1) Reflects fully phased-in after tax cost savings on Guaranty FY2024 noninterest expense base<br>Note: Market data as of March 7, 2025 |
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| BHB: Investment Summary<br>• We set out to build a balanced Bank that is not reliant on any one business, with a<br>strong risk-focused culture, and a judicious approach to managing capital through all<br>market conditions. We do this by:<br>• Growing market share as our customer service differentiates us from our<br>competition<br>• Focusing on core earnings as we balance growth with profitability<br>• Growing core transactional deposits over the long-term<br>• Adhering to a disciplined credit culture with historic low charge-off rates<br>• Diligently managing our interest rate sensitivity<br>• Expanding non-interest income as a percentage of total revenue<br>• Managing non-interest expenses while investing in infrastructure, digital platforms,<br>call center, information technology and operations<br>• We have a talented team and firm culture in place to implement our strategies in all<br>economic environments<br>13 |
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| 2024 Full Year Overview<br>• Poised for Continued, Profitable Growth<br>• 1.09% return on assets<br>• 5% annualized total loan growth, 9% annualized commercial loan growth<br>• 4% annualized non-maturity deposit growth<br>• 3.15% net interest margin<br>• 62% efficiency ratio1<br>• 0.31% non-performing assets ratio to total assets<br>“Our business is based on longstanding, basic banking principles; take in<br>deposits in the form of real currency and then lend that money back to<br>our communities to make a meaningful difference. We remain<br>committed to this while holding steadfast and resolute in navigating<br>industry challenges, differentiating ourselves in the community bank<br>space.” – Curtis C. Simard<br>14<br>1 For a reconciliation of non-GAAP measures to comparable GAAP measures, see the Appendix |
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| Q1 2025 Overview<br>• 1.02% return on assets<br>• 8.88% return on equity<br>• 3.17% net interest margin<br>• 62% efficiency ratio1<br>• 0.32% non-performing assets ratio to total assets<br>• Book value per share of $30.51<br>Vision Statement<br>Bar Harbor Bankshares (BHB) is an independent community banking<br>organization committed to working alongside its customers and employees to<br>deliver top-quartile performance for shareholders.<br>15<br>1 For a reconciliation of non-GAAP measures to comparable GAAP measures, see the Appendix |
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| Diversification of Non-Interest Income<br>• We have diverse sources of non-interest income that continue to be a significant<br>contribution in any rate environment<br>• Mortgage production is opportunistically managed between balance sheet and secondary<br>market sales<br>• Bar Harbor Wealth Management, along with brokerage, continues to add new customers<br>while navigating a tumultuous market breaching $3.2 billion in AUM<br>16<br>Trust &<br>Wealth, 40%<br>Customer<br>Service Fees,<br>41%<br>Mortgage<br>Banking, 3%<br>Customer<br>Derivative Fees,<br>1%<br>Other, 15%<br>Non-Interest Income, 1Q 2023<br>Trust &<br>Wealth, 44%<br>Customer<br>Service Fees,<br>44%<br>Mortgage<br>Banking, 3%<br>Other, 9%<br>Non-Interest Income, 1Q 2024<br>Trust &<br>Wealth, 44%<br>Customer<br>Service Fees,<br>40%<br>Mortgage<br>Banking, 5%<br>Customer<br>Derivative Fees<br>2%<br>Other, 9%<br>Non-Interest Income, Q1 2025 |
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| Loans – Focus on Profitability<br>• Continue to prudently evaluate our loan portfolio mix & strategy<br>• As of Q1 2025, Commercial Loans have increased from 53% to 71% of the Loan<br>Portfolio since Q1 2020<br>17 |
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| Credit-Oriented Culture<br>Asset Quality Remained Strong at Q1 2025<br>• Non-accruing loans ended the quarter at 0.26% of total loans, which was up slightly<br>from 0.22% for Q4 2024<br>• Net loan charge-offs were low at $73 thousand in Q1 2025. Full year 2024 net loan<br>charge offs totaled $353 thousand.<br>18<br>• Loans 30 days past due at 3/31/2025<br>were 0.53% of total loans, compared<br>to 0.65% at 12/31/2024<br>• Q1 2025 Allowance for Credit Losses<br>for Loans was down slightly from Q4<br>and remains well funded at 0.92% of<br>total loans. Q1 ACL for Loans was<br>348% of non-accruing loans.<br>• Pass-rated loans ratio of 96%, with<br>positive external feedback from<br>independent Loan Review<br>Delinquent & Non-performing Loans / Total Loans<br>1 The increase for Q4 2024 and Q1 2025 was primarily a function of timing given the 31st day lands on a business day and a group of customers typically make payments<br>about 30 days in arrears which become reportable as overdue. Accordingly, we do not believe the increase was an indication of deteriorated credit quality. |
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| Commercial Real Estate – Office Exposure<br>Office portfolio remains sound amid industry challenges<br>Total outstanding office loans of $246 million, or ~ 7.9% of total loans, at Q1 2025<br>• 85% of total Office Exposure is pass-rated, with 8% rated Substandard or worse<br>• Weighted average risk rating of 4.13 for Office, compared to 4.07 for total portfolio<br>19<br>• 95% of total office exposure within<br>New England market area, with a<br>focus on suburban markets<br>• Largest office exposure is a $29MM<br>RR3 credit, with a 61% LTV.<br>• Exposure is spread across 57<br>relationships and 93 loans<br>• Total commitments of $254 million<br>include undrawn LOCs and SWAP<br>exposure<br>Commercial Real Estate – Office ($000s) |
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| Asset Quality<br>20<br> -<br> 20<br> 40<br> 60<br> 80<br> 100<br> 120<br> 140<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>Thousands<br>Net Charge Offs $<br>0.00%<br>0.05%<br>0.10%<br>0.15%<br>0.20%<br>0.25%<br>0.30%<br>0.35%<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>NPAs as a % of Total Assets<br>0.00%<br>0.05%<br>0.10%<br>0.15%<br>0.20%<br>0.25%<br>0.30%<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>Non-Performing Loans as a % of Total Loans<br>0.85%<br>0.86%<br>0.87%<br>0.88%<br>0.89%<br>0.90%<br>0.91%<br>0.92%<br>0.93%<br>0.94%<br>0.95%<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>Allowance for Credit Losses as a % of Total Loans<br>(period end) |
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| Deposits – Maintain Portfolio Composition<br>21<br>• Stable and consistent deposit trends |
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| Continued Commitment to Strong Capital<br>22<br>Note: The blue horizontal lines indicate minimum required levels for “well-capitalized” banks<br>6.00%<br>7.00%<br>8.00%<br>9.00%<br>10.00%<br>11.00%<br>12.00%<br>13.00%<br>14.00%<br>15.00%<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>Total Capital to Risk-Weighted Assets<br>6.00%<br>7.00%<br>8.00%<br>9.00%<br>10.00%<br>11.00%<br>12.00%<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>CET 1 Capital to Risk-Weighted Assets<br>6.00%<br>7.00%<br>8.00%<br>9.00%<br>10.00%<br>11.00%<br>12.00%<br>13.00%<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>Tier 1 Capital to Risk-Weighted Assets<br>$0.26<br>$0.27<br>$0.28<br>$0.29<br>$0.30<br>$0.31<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025<br>Cash Dividend Paid Per Share |
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| Interest Rate Sensitivity Position<br>23<br>• The Bank’s net interest income (“NII”) sensitivity is slightly asset sensitive as the bank continues<br>to optimize its mix of higher yielding rate sensitive variable rate assets and lower yielding but<br>less rate sensitive fixed rate assets.<br>• Economic value of equity (“EVE”) is slightly liability sensitive, with Asset/Swap duration (2.2) and<br>Liability duration (2.2) closely matched to minimize risk<br>• Continue to enhance and expand our use of models within the organization, strengthening<br>various asset/liability assumptions and testing methods |
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| Investor Relations Contact Information<br>24<br>Facebook<br>@BHBTsocial<br>LinkedIn<br>Bar Harbor Bank & Trust<br>Instagram<br>@BHBTSocial<br>Connect with us<br>on Social Media<br>Visit our Website<br>barharbor.bank/shareholder-relations<br>Contact by Phone<br>207-288-2637<br>Write to us at<br>Bar Harbor Bankshares<br>Attn: Investor Relations<br>PO Box 400<br>Bar Harbor, ME 04609-0400<br>Contact by Email<br>investorrelations@barharbor.bank |
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| Historical Financial Performance<br>26<br>Audited Unaudited<br>2020Y 2021Y 2022Y 2023Y 2024Y 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1<br>Total Assets $3,724 $3,709 $3,910 $3,971 $4,083 $3,959 $4,034 $4,030 $4,083 $4,063<br>Total Loans 2,563 2,532 2,903 2,999 3,147 3,012 3,064 3,082 3,147 3,124<br>Total Deposits 2,906 3,049 3,043 3,141 3,268 3,127 3,140 3,261 3,268 3,297<br>Total Equity $407 $424 $393 $432 $458 $436 $439 $460 $458 $467<br>Tang. Common Equity / Tang. Assets 7.78% 8.32% 7.09% 8.00% 8.46% 8.13% 8.06% 8.61% 8.46% 8.73%<br>Tier 1 Leverage Ratio 8.12% 8.66% 9.21% 9.70% 10.30% 9.92% 10.01% 10.09% 10.30% 10.30%<br>Total Risk-Based Capital Ratio 13.56% 14.31% 13.50% 14.24% 13.47% 14.36% 14.29% 14.37% 13.47% 13.69%<br>Net Income $33.2 $39.3 $43.6 $44.9 $43.5 $10.1 $10.3 $12.2 $11.0 $10.2<br>Core ROAA 0.93% 1.10% 1.17% 1.15% 1.09% 1.03% 1.02% 1.20% 1.09% 1.04%<br>Core ROAE 8.68% 9.87% 10.96% 10.96% 9.72% 9.32% 9.25% 10.68% 9.57% 9.09%<br>Net Interest Margin 2.97% 2.88% 3.36% 3.29% 3.15% 3.14% 3.09% 3.15% 3.17% 3.17%<br>Efficiency Ratio 61.70% 61.18% 59.08% 58.47% 61.83% 62.71% 62.78% 62.09% 59.84% 62.00%<br>NPLs / Loans 0.48% 0.40% 0.23% 0.18% 0.22% 0.23% 0.20% 0.23% 0.22% 0.26%<br>NPAs / Assets 0.33% 0.27% 0.17% 0.14% 0.31% 0.17% 0.16% 0.18% 0.31% 0.32%<br>Reserves / Loans 0.74% 0.90% 0.89% 0.94% 0.91% 0.94% 0.94% 0.94% 0.91% 0.92%<br>NCOs / Average Loans 0.07% 0.01% -0.01% 0.00% 0.01% 0.01% 0.01% 0.01% 0.02% 0.01%<br>Yield on Earning Assets 3.87% 3.33% 3.73% 4.85% 5.18% 5.10% 5.18% 5.24% 5.14% 5.16%<br>Cost of Interest Bearing Deposits 0.78% 0.36% 0.31% 1.57% 2.37% 2.26% 2.35% 2.45% 2.41% 2.31%<br>Cost of Total Interest Bearing Liabilities 0.96% 0.59% 0.49% 1.99% 2.58% 2.48% 2.64% 2.66% 2.54% 2.52%<br>Asset Quality<br>Yield and Cost<br>Dollar values in millions, except per share<br>amounts or otherwise noted<br>For the Year Ended, For the Quarter Ended,<br>Balance Sheet<br>Capital<br>Earnings & Profitability |
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| Non-GAAP to GAAP Reconciliations<br>27<br>Audited Unaudited<br>2020Y 2021Y 2022Y 2023Y 2024Y 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1<br>Net income $ 33,244 $ 39,299 $ 43,557 $ 44,852 $ 43,544 $ 10,095 $ 10,257 $ 12,193 $ 10,999 $ 10,211<br>Non-core items:<br>Gain on sale of securities, net (5,445) (2,870) (53) (34) (50) — (50) — — —<br>(Gain) loss on sale of premises and equipment, net (32) 378 10 182 (192) (15) (248) — 71 90<br>(Gain) loss on other real estate owned 355 — — — — — — — — —<br>Loss on debt extinguishment 1,351 2,851 — — — — — — — —<br>Acquisition, conversion and other expenses 5,801 1,667 266 283 20 20 — — — 239<br>Income tax expense (1) (481) (479) (51) (104) 53 (1) 71 — (17) (80)<br>Total non-core items 1,549 1,547 172 327 (169) 4 (227) — 54 249<br>Core earnings (2) (A) $ 34,793 $ 40,846 $ 43,729 $ 45,179 $ 43,375 $ 10,099 $ 10,030 $ 12,193 $ 11,053 $ 10,460<br>Net interest income (B) $ 99,180 $ 95,573 $113,681 $117,675 $113,839 $ 28,055 $ 27,759 $ 28,958 $ 29,067 $ 29,007<br>Non-interest income 42,907 41,877 34,647 35,073 36,888 8,386 9,457 9,653 9,392 8,918<br>Total revenue 142,087 137,450 148,328 152,748 150,727 36,441 37,216 38,611 38,459 37,925<br>Gain on sale of securities, net (5,445) (2,870) (53) (34) (50) — (50) — — —<br>Total core revenue (2) (C) $ 136,642 $134,580 $148,275 $152,714 $150,677 $ 36,441 $ 37,166 $ 38,611 $ 38,459 $ 37,925<br>Total non-interest expense $ 94,811 $ 90,124 $ 90,579 $ 92,723 $ 95,987 $ 23,488 $ 23,842 $ 24,772 $ 23,885 $ 24,651<br>Non-core expenses:<br>Gain (loss) on sale of premises and equipment, net 32 (378) (10) (182) 192 15 248 — (71) (90)<br>Gain (loss) on other real estate owned (355) — — — — — — — — —<br>Loss on debt extinguishment (1,351) (2,851) — — — — — — — —<br>Acquisition, conversion and other expenses (5,801) (1,667) (266) (283) (20) (20) — — — (239)<br>Total non-core expenses (7,475) (4,896) (276) (465) 172 (5) 248 — (71) (329)<br>Core non-interest expense (2) (D) $ 87,336 $ 85,228 $ 90,303 $ 92,258 $ 96,159 $ 23,483 $ 24,090 $ 24,772 $ 23,814 $ 24,322<br>(Continued)<br>Dollar values in millions, except per share<br>amounts or otherwise noted<br>For the Year Ended, |
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| Non-GAAP to GAAP Reconciliations (continued)<br>28<br>Audited Unaudited<br>2020Y 2021Y 2022Y 2023Y 2024Y 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1<br>Total revenue $ 142,087 $137,450 $148,328 $152,748 $150,727 $ 36,441 $ 37,216 $ 38,611 $ 38,459 $ 37,925<br>Total non-interest expense 94,811 90,124 90,579 92,723 95,987 23,488 23,842 24,772 23,885 24,651<br>Pre-tax, pre-provision net revenue (S) $ 47,276 $ 47,326 $ 57,749 $ 60,025 $ 54,740 $ 12,953 $ 13,374 $ 13,839 $ 14,574 $ 13,274<br>Core revenue(2) $ 136,642 $134,580 $148,275 $152,714 $150,677 $ 36,441 $ 37,166 $ 38,611 $ 38,459 $ 37,925<br>Core non-interest expense(2) 87,336 85,228 90,303 92,258 96,159 23,483 24,090 24,772 23,814 24,322<br>Core pre-tax, pre-provision net revenue(2) (U) $ 49,306 $ 49,352 $ 57,972 $ 60,456 $ 54,518 $ 12,958 $ 13,076 $ 13,839 $ 14,645 $ 13,603<br>(in millions)<br>Average earning assets (E) $ 3,397 $ 3,373 $ 3,425 $ 3,623 $ 3,677 $ 3,645 $ 3,665 $ 3,728 $ 3,721 $ 3,781<br>Average assets (F) 3,758 3,718 3,747 3,934 3,986 3,938 3,960 4,027 4,019 4,077<br>Average shareholders' equity (G) 401 414 399 412 446 436 436 454 460 466<br>Average tangible shareholders' equity (2) (3) (H) 273 288 273 288 323 312 312 330 336 343<br>Tangible shareholders' equity, period-end (2) (3) (I) 284 298 268 308 335 312 315 336 335 344<br>Tangible assets, period-end (2) (3) (J) 3,598 3,583 3,784 3,847 3,960 3,835 3,910 3,906 3,960 3,940<br>Common shares outstanding, period-end (K) 14,916 15,001 15,083 15,172 15,280 15,212 15,232 15,268 15,280 15,317<br>Average diluted shares outstanding (L) 15,272 15,045 15,112 15,195 15,311 15,270 15,275 15,326 15,346 15,393<br>Core earnings per share, diluted (2) (A/L) $ 2.28 $ 2.72 $ 2.89 $ 2.95 $ 2.84 $ 0.66 $ 0.66 $ 0.80 $ 0.72 $ 0.68<br>Tangible book value per share, period-end (2) (I/K) 18.77 19.86 17.78 20.28 21.93 20.48 20.68 22.02 21.93 22.47<br>Tangible shareholders' equity/total tangible assets (2) (I/J) 7.78 8.32 7.09 8.00 8.46 8.13 8.06 8.61 8.46 8.73<br>Dollar values in millions, except per share<br>amounts or otherwise noted<br>For the Year Ended,<br>(Continued) |
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| Non-GAAP to GAAP Reconciliations (continued)<br>29<br>Audited Unaudited<br>2020Y 2021Y 2022Y 2023Y 2024Y 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1<br>Performance ratios (4)<br>GAAP return on assets 0.88% 1.06% 1.16% 1.14% 1.09% 1.03% 1.04% 1.20% 1.09% 1.02%<br>Core return on assets (2) (A/F) 0.93 1.10 1.17 1.15 1.09 1.03 1.02 1.20 1.09 1.04<br>Pre-tax, pre-provision return on assets (S/F) 1.26 1.27 1.54 1.53 1.37 1.32 1.36 1.37 1.44 1.32<br>Core pre-tax, pre-provision return on assets (2) (U/F) 1.31 1.33 1.49 1.54 1.37 1.32 1.33 1.37 1.45 1.35<br>GAAP return on equity 8.29 9.50 10.91 10.88 9.75 9.32 9.46 10.68 9.52 8.88<br>Core return on equity (2) (A/G) 8.68 9.87 10.96 10.96 9.72 9.32 9.25 10.68 9.57 9.09<br>Return on tangible equity 12.45 13.92 16.20 15.84 13.72 13.26 13.44 14.90 13.23 12.27<br>Core return on tangible equity (1) (2) (A+Q)/H 13.02 14.46 16.26 15.96 13.67 13.27 13.15 14.90 13.29 12.57<br>Efficiency ratio (2) (5) (D-O-Q)/(C+N) 61.70 61.18 59.08 58.47 61.83 62.71 62.78 62.09 59.84 62.00<br>Net interest margin, fully taxable equivalent (2) (B+P)/E 2.97 2.88 3.36 3.29 3.15 3.14 3.09 3.15 3.17 3.17<br>Supplementary data (in thousands)<br>Taxable equivalent adjustment for efficiency ratio (N) $ 2,477 $ 2,330 $ 2,020 $ 2,392 $ 2,455 $ 523 $ 528 $ 686 $ 718 $ 717<br>Franchise taxes included in non-interest expense (O) 477 528 583 638 538 70 191 138 139 131<br>Tax equivalent adjustment for net interest margin (P) 1,853 1,653 1,398 1,550 1,905 388 389 550 578 568<br>Intangible amortization (Q) 1,024 940 932 932 932 233 233 233 233 233<br>(1) Assumes a marginal tax rate of 24.26% in the first quarter 2025, 23.73% in the fouth quarter 2024, 23.82% in the second and third quarter 2024, 24.01% in the first quarter 2024 and the fourth quarter 2023,<br>23.80% for the first three quarters of 2023, 23.53% for the fourth quarter 2022, 23.41% for 2021, 23.71% for 2020.<br>(2) Non-GAAP financial measure.<br>(3) Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. Tangible assets is computed by taking total assets less the intangible assets at period-end.<br>(4) All performance ratios are based on average balance sheet amounts, where applicable.<br>(5) Efficiency ratio is computed by dividing core non-interest expense net of franchise taxes and intangible amortization divided by core revenue on a fully taxable equivalent basis.<br>Dollar values in millions, except per share<br>amounts or otherwise noted<br>For the Year Ended, |
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