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8-K

Community Financial System, Inc. (CBU)

8-K 2025-07-22 For: 2025-07-22
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

WASHINGTON, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

(Exact name of registrant as specified in its charter)

Delaware 001-13695 16-1213679
(State or other<br> jurisdiction of<br><br> incorporation) (Commission File Number) (IRS Employer Identification<br>No.)

5790 Widewaters Parkway, DeWitt, New York 13214
(Address<br> of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(315)

445-2282

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:

¨ 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)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br> Symbol(s) Name<br> of each exchange on which registered
Common Stock, $1.00 par value per share CBU New York Stock Exchange

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.  ¨

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2025, Community Financial System, Inc. announced its results of operations for the second quarter ended June 30, 2025. The public announcement was made by means of a news release, the text of which is furnished as Exhibit 99.1.

The information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

The following exhibit is being furnished pursuant to Item 2.02 above.

99.1 Press Release, dated July 22, 2025, issued by Community Financial System, Inc.
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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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.

Community Financial System, Inc.
By: /s/ Marya Burgio Wlos
Name: Marya Burgio Wlos
Title: Executive Vice President and Chief Financial Officer

Dated: July 22, 2025

Exhibit Index

Exhibit Number Description
99.1 Press Release, dated July 22, 2025, issued by Community Financial System, Inc.
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Exhibit 99.1

News Release<br><br> <br>For further information, please contact:
5790 Widewaters Parkway, DeWitt, N.Y. 13214 Marya Burgio Wlos, EVP & Chief Financial Officer<br><br> <br>Office: (315) 299-2946

CommunityFinancial System, Inc. Reports Second Quarter 2025 Results

SYRACUSE, N.Y. — July 22, 2025 — Community Financial System, Inc. (the “Company”) (NYSE: CBU) reported second quarter 2025 results that are included in the attached supplement. This earnings release and attached supplement are also available within the ”News” section of the Company's investor relations website at https://communityfinancialsystem.com/news. A replay of the earnings call webcast will also be available on this site for at least one year.

Second Quarter 2025 Performance Summary

· Net income of $51.3 million, or $0.97 per share, increased $0.06 per sharefrom the prior year’s second quarter and increased $0.04 per share from the first quarter of 2025
· Operating net income^1^ of $55.4 million, or $1.04 per share,increased $0.09 per share from the prior year’s second quarter and increased $0.06 per share from the first quarter of 2025
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· Total revenues of $199.3 million, a new quarterly record for the Company,increased $15.5 million, or 8.4%, from the prior year’s second quarter and increased $3.0 million, or 1.5%, from the first quarterof 2025
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· Net interest income of $124.7 million, a new quarterly record for theCompany, increased $15.3 million, or 14.0%, from the prior year’s second quarter and increased $4.5 million, or 3.8%, from the firstquarter of 2025
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· Total non-bank financial services (employee benefit services, insuranceservices and wealth management services) noninterest revenues of $54.5 million, increased $0.3 million, or 0.6%, from the prior year’ssecond quarter and decreased $2.2 million, or 3.9%, from the first quarter of 2025
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· Operating pre-tax, pre-provision net revenue (“PPNR”)^1^of $75.1 million, or $1.41 per share, increased $0.12 per share from the prior year’s second quarter and increased $0.01 pershare from the first quarter of 2025
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· Total ending loans of $10.52 billion increased $98.0 million, or 0.9%,from the end of the first quarter of 2025 and increased $495.3 million, or 4.9%, from the end of the prior year’s second quarter
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· Total ending deposits of $13.70 billion decreased $190.3 million, or 1.4%,from the end of the first quarter of 2025 and increased $563.9 million, or 4.3%, from the end of the prior year’s second quarter
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^1^Non-GAAP Measure. For more information on Non-GAAPmeasures refer to “Non-GAAP Measures” section along with the Quarterly GAAP to Non-GAAP Reconciliations included within the “Summary of Financial Data (unaudited)” tables included within the Company’s earnings release supplement.

Company management will host a conference call at 11:00 a.m. (ET) today, July 22, 2025, to discuss the second quarter 2025 results. The conference call can be accessed at https://app.webinar.net/n7jl8918GAN or via dial-in at 1-833-630-0464 (1-412-317-1809 if outside the United States and Canada).

About Community Financial System, Inc.

Community Financial System, Inc. is a diversified financial services company that is focused on four main business lines – banking services, employee benefit services, insurance services and wealth management services. Its banking subsidiary, Community Bank, N.A., is among the country’s 100 largest banking institutions with over $16 billion in assets and operates approximately 200 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration, and actuarial consulting services to customers on a national scale. The Company’s OneGroup NY, Inc. subsidiary is a top 66 U.S. insurance agency. The Company also offers comprehensive financial planning, trust administration and wealth management services through its Nottingham Financial Group operating unit. The Company is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information about the Company and each of its four main business lines visit https://communityfinancialsystem.com.

News Release<br><br> <br>For<br> further information, please contact:
5790 Widewaters Parkway, DeWitt,<br> N.Y. 13214 Marya<br> Burgio Wlos, EVP & Chief Financial Officer<br><br> <br>Office:<br> (315) 299-2946

CommunityFinancial System, Inc. Reports Second Quarter 2025 Results

SYRACUSE, N.Y. — July 22, 2025

Community Financial System, Inc. (the “Company”) (NYSE: CBU) reported second quarter 2025 net income of $51.3 million, or $0.97 per share and operating net income^1^ of $55.4 million, or $1.04 per share.

“Our<br> Company continued to expand its solid core operating performance with meaningful growth in<br> net income, operating net income^1^ and operating pre-tax, pre-provision net revenue<br> (“PPNR”)^1^ over the prior year’s second quarter. Our results<br> also improved from the linked first quarter, highlighted by a record quarterly operating<br> diluted earnings per share^1^ result of $1.04. This achievement was driven by margin<br> expansion in the banking business, which more than offset seasonal headwinds in our non-banking<br> financial services businesses. These results underscore the strength in the diversification<br> of our four businesses and resulted in quarterly operating return on assets^1^ of<br> 1.34%,” commented Dimitar A. Karaivanov, President and CEO.<br><br> <br><br><br> <br>“During the second quarter we were also pleased to announce<br>an agreement with Santander Bank, N.A. to acquire seven bank branch locations in the Allentown, Pennsylvania area including certain branch-related<br>loans, deposits and wealth management relationships; a move that accelerates our previously communicated retail growth strategy.”
Second Quarter 2025 Performance Quarter-over-Quarter Increase (Decrease) Year-over-Year Increase (Decrease)
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Dollars in thousands, except per share data 2nd Qtr<br><br> <br>2025 1st Qtr<br><br> <br>2025 2nd Qtr 2024 $ % $ %
Operating Performance Diluted<br> Earnings Per Share $0.97 $0.93 $0.91 $0.04 4.3% $0.06 6.6%
Operating<br> Diluted Earnings Per Share^1^ 1.04 0.98 0.95 0.06 6.1% 0.09 9.5%
Operating<br> Pre-Tax, Pre-Provision Net Revenue Per Share^1^ 1.41 1.40 1.29 0.01 0.7% 0.12 9.3%
Return Metrics Return<br> on Assets 1.24% 1.22% 1.22% - 0.02% - 0.02%
Operating<br> Return on Assets^1^ 1.34% 1.28% 1.29% - 0.06% - 0.05%
Return<br> on Equity 11.21% 11.28% 11.79% - (0.07%) - (0.58%)
Operating<br> Return on Equity^1^ 12.10% 11.84% 12.43% - 0.26% - (0.33%)
Revenues Total<br> Revenues $199,256 $196,248 $183,799 $3,008 1.5% $15,457 8.4%
Total<br> Operating Revenues^1^ 199,257 196,003 183,164 3,254 1.7% 16,093 8.8%
Noninterest<br> Revenues 74,508 76,036 74,390 (1,528) (2.0%) 118 0.2%
Total<br> Operating Noninterest Revenues^1^ 74,509 75,791 73,755 (1,282) (1.7%) 754 1.0%
Noninterest<br> Revenues/Total Revenues 37.4% 38.7% 40.5% - (1.3%) - (3.1%)
Operating<br> Noninterest Revenues/Operating Revenues (FTE)^1^ 37.2% 38.5% 40.1% - (1.3%) - (2.9%)
1
Quarter-over-Quarter Increase (Decrease) Year-over-Year Increase (Decrease)
Dollars in thousands, except per share data 2nd Qtr<br><br> <br>2025 1st Qtr<br><br> <br>2025 2nd Qtr 2024 $ % $ %
Net Interest Income and Margin Net<br> Interest Income $124,748 $120,212 $109,409 $4,536 3.8% $15,339 14.0%
Net<br> Interest Margin 3.27% 3.21% 3.01% - 0.06% - 0.26%
Net<br> Interest Margin (FTE)^1^ 3.30% 3.24% 3.04% - 0.06% - 0.26%
Balance Sheet and Funding Total<br> Ending Loans $10,519,117 $10,421,141 $10,023,857 $97,976 0.9% $495,260 4.9%
Total<br> Ending Deposits 13,701,768 13,892,047 13,137,888 (190,279) (1.4%) 563,880 4.3%
Cost<br> of Total Deposits 1.19% 1.17% 1.23% - 0.02% - (0.04%)
Cost<br> of Funds 1.32% 1.33% 1.37% - (0.01%) - (0.05%)
Risk Metrics Annualized<br> Loan Net Charge-Offs 0.20% 0.13% 0.05% - 0.07% - 0.15%
Tier<br> 1 Leverage Ratio 9.42% 9.29% 9.07% - 0.13% - 0.35%
Loan-to-deposit<br> ratio 76.8% 75.0% 76.3% - 1.8% - 0.5%
Non-owner<br> occupied and multifamily commercial real estate (“CRE”) / total bank-level regulatory capital 184% 191% 198% - (7%) - (14%)

^1^Non-GAAP Measure. For more information on Non-GAAP measures refer to “Non-GAAP Measures” section along with the Quarterly GAAP to Non-GAAP Reconciliations included within the “Summary of Financial Data (unaudited)” tables below.

Second Quarter 2025 Business Segment Results^2^ Quarter-over-Quarter<br><br> <br>Increase (Decrease) Year-over-Year<br><br> <br>Increase (Decrease)
Dollars in thousands 2nd Qtr 2025 1st Qtr 2025 2nd Qtr 2024 $ % $ %
Banking and Corporate Net<br> interest income $123,973 $119,439 $108,535 $4,534 3.8% $15,438 14.2%
Provision<br> for credit losses 4,117 6,690 2,708 (2,573) (38.5%) 1,409 52.0%
Operating<br> noninterest revenues 19,949 19,033 19,502 916 4.8% 447 2.3%
Other<br> segment expenses 85,313 85,509 78,185 (196) (0.2%) 7,128 9.1%
Adjusted<br> income before income taxes $54,492 $46,273 $47,144 $8,219 17.8% $7,348 15.6%
Employee Benefit Services Segment<br> operating revenues $33,892 $34,116 $33,753 ($224) (0.7%) $139 0.4%
Segment<br> expenses 21,981 20,676 20,206 1,305 6.3% 1,775 8.8%
Adjusted<br> income before income taxes $11,911 $13,440 $13,547 ($1,529) (11.4%) ($1,636) (12.1%)
Insurance Services Segment<br> operating revenues $13,464 $14,270 $13,364 ($806) (5.6%) $100 0.7%
Segment<br> expenses 11,217 10,162 10,645 1,055 10.4% 572 5.4%
Adjusted<br> income before income taxes $2,247 $4,108 $2,719 ($1,861) (45.3%) ($472) (17.4%)
Wealth Management Services Segment<br> operating revenues $9,219 $10,486 $9,151 ($1,267) (12.1%) $68 0.7%
Segment<br> expenses 6,870 6,851 7,123 19 0.3% (253) (3.6%)
Adjusted<br> income before income taxes $2,349 $3,635 $2,028 ($1,286) (35.4%) $321 15.8%

^2^Refer to Quarterly Segment Information Reconciliations included within the “Summary of Financial Data (unaudited)” tables below for reconciliations of total segment results to consolidated Community Financial System, Inc. results.

2

Resultsof Operations

The Company reported second quarter 2025 net income of $51.3 million, or $0.97 per share. This compares to net income of $47.9 million, or $0.91 per share, for the second quarter of 2024. The $0.06 increase in earnings per share was primarily driven by an increase in net interest income, partially offset by increases in noninterest expenses and the provision for credit losses. Comparatively, the Company’s diluted earnings per share increased $0.04 from $0.93 per share for the linked first quarter of 2025, primarily due to an increase in net interest income and a decrease in the provision for credit losses, partially offset by an increase in noninterest expenses and a decrease in noninterest revenues.

Net InterestIncome and Net Interest Margin

The Company’srecord quarterly net interest income reflected organic loan growth and repricing along with abating funding cost pressures that drovemargin expansion.

· Net<br> interest income in the second quarter of 2025 was $124.7 million, up $15.3 million, or 14.0%,<br> compared to the second quarter of 2024, and up $4.5 million, or 3.8%, from the first quarter<br> of 2025.
· Net<br> interest margin for the second quarter of 3.27% and fully tax-equivalent net interest margin,<br> a non-GAAP measure, of 3.30% both increased 26 basis points from the second quarter of 2024.<br> These increases were primarily the result of a higher yield on interest-earning assets which<br> increased 21 basis points to 4.56% over the prior year’s second quarter primarily driven<br> by higher loan yields.
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· The<br> cost of interest-bearing liabilities decreased nine basis points from 1.83% in the second<br> quarter of 2024 to 1.74% in the second quarter of 2025 including a 15 basis point decrease<br> in the average borrowing rate and a nine basis point decrease in the average interest-bearing<br> deposit rate.
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· On<br> a linked quarter basis, net interest margin and fully tax-equivalent net interest margin,<br> a non-GAAP measure, both increased by six basis points. The yield on interest-earning assets<br> increased five basis points, while the cost of funds decreased one basis point, including<br> a one basis point decrease in the cost of interest-bearing liabilities.
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NoninterestRevenues

The Company’sbanking and non-banking financial services (including employee benefit services, insurance services and wealth management services) noninterestrevenue streams generated 37.4% of total revenues in the second quarter.

· Banking<br> noninterest revenues, comprised of deposit service and other banking fees and mortgage banking<br> revenues, were $20.1 million for the second quarter of 2025, an increase of $0.4 million,<br> or 2.1%, from the second quarter of 2024 and an increase of $1.0 million, or 5.0%, from the<br> first quarter of 2025. The increases between both periods were driven by higher customer<br> interest rate swap fee revenues and CRE financing and advisory revenues.
· Employee<br> benefit services revenues for the second quarter of 2025 were $32.4 million, an increase<br> of $0.3 million, or 0.8%, in comparison to the second quarter of 2024 and a decrease of $0.2<br> million, or 0.7%, from the first quarter of 2025. The decrease from the linked first quarter<br> primarily reflected lower actuarial consulting services revenues that are seasonally lower<br> in the second quarter.
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· Insurance<br> services revenues for the second quarter of 2025 were $13.4 million, which represents a $0.1<br> million, or 0.6%, increase versus the prior year’s second quarter and a $0.8 million,<br> or 5.7%, decrease from the first quarter of 2025. The decrease from the linked first quarter<br> was primarily due to the timing of contingent commission revenues that were predominantly<br> recognized in the first quarter.
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· Wealth<br> management services revenues for the second quarter of 2025 totaled $8.7 million, consistent<br> with the second quarter of 2024 and a decrease of $1.2 million, or 12.0%, from the first<br> quarter of 2025. The decrease from the linked first quarter was largely driven by a decline<br> in certain trust administration fee income streams that are seasonally higher in the first<br> quarter.
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3

NoninterestExpenses and Income Taxes

The Companycontinues to focus on managing expenses consistent with its organic growth strategies and scale objectives, while evaluating efficiencyopportunities and the enhancement of operating leverage in all lines of business.

· The<br> Company recorded $129.1 million in total noninterest expenses in the second quarter of 2025,<br> compared to $119.0 million of total noninterest expenses in the prior year’s second<br> quarter. The $10.1 million, or 8.5%, increase between the periods was mainly driven by higher<br> salaries and employee benefits, data processing and communications and other expenses.
· Salaries<br> and employee benefits expenses increased $5.6 million, or 7.6%, primarily driven by merit<br> and market-related increases in employee wages and incentive compensation along with higher<br> employee medical costs.
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· Data<br> processing and communications expenses increased $1.4 million, or 9.3%, reflective of the<br> Company’s continued investment in customer-facing and back-office technologies.
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· Other<br> expenses increased $2.1 million, or 25.6%, primarily due to $1.5 million of restructuring<br> expenses associated with severance payments accrued for a workforce optimization plan due<br> to planned branch consolidations and other operational initiatives.
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· The<br> effective tax rate for the second quarter of 2025 was 22.3%, down from 22.8% in the second<br> quarter of 2024 and the first quarter of 2025.
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FinancialPosition and Liquidity

The Company’sfinancial position and liquidity profile remain strong, demonstrating the effectiveness of its strategic asset and liability managementand prudent financial planning.

· The<br> Company’s total assets were $16.67 billion at June 30, 2025, representing a $758.2<br> million, or 4.8%, increase from one year prior and a $99.3 million, or 0.6%, decrease from<br> the end of the first quarter of 2025. The increase in the Company’s total assets during<br> the last 12 months was primarily driven by organic interest-earning asset growth while the<br> decrease from March 31, 2025 was reflective of lower cash and cash equivalents balances<br> due to seasonal net governmental deposit outflows.
· At<br> June 30, 2025, the Company’s readily available sources of liquidity totaled $5.94<br> billion, including unrestricted cash and cash equivalents balances of $231.2 million, investment<br> securities unpledged as collateral totaling $1.82 billion, unused borrowing capacity at the<br> Federal Home Loan Bank of New York of $1.27 billion and $2.62 billion of funding availability<br> at the Federal Reserve Bank’s discount window.
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· The<br> Company’s readily available sources of liquidity represent 246% of the Company’s<br> estimated uninsured deposits, net of collateralized and intercompany deposits at June 30,<br> 2025.
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· Estimated<br> insured deposits, net of collateralized and intercompany deposits, represent 82% of total<br> ending deposits at June 30, 2025.
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Depositsand Funding

The Companycontinues to leverage its strong core deposit base, characterized by low funding costs, to support its financial operations.

· Ending<br> deposits at June 30, 2025 of $13.70 billion were $190.3 million, or 1.4%, lower than<br> the end of the first quarter of 2025 due to seasonal outflows of governmental deposit balances.<br> Ending deposits were $563.9 million, or 4.3%, higher than one year prior reflective of competitive<br> offerings and expansion of governmental deposit relationships as part to the Company’s<br> business development efforts.
· Ending<br> borrowings of $894.5 million at June 30, 2025, which included $575.0 million of fixed<br> rate Federal Home Loan Bank of New York term borrowings, $180.6 million of customer repurchase<br> agreements, $130.4 million of overnight borrowings and $8.5 million of finance lease liabilities,<br> increased $32.4 million, or 3.8%, from the end of the first quarter of 2025 and decreased<br> $37.7 million, or 4.0%, from one year prior.
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· The<br> Company’s average cost of funds decreased five basis points, from 1.37% in the second<br> quarter of 2024 to 1.32% in the second quarter of 2025 and decreased one basis point from<br> the first quarter of 2025.
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· The<br> quarterly average cost of total deposits of 1.19% decreased four basis points from the second<br> quarter of 2024 and was up two basis points from the linked first quarter, but remained comparatively<br> low relative to the industry.
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· 65%<br> of the Company’s total deposits were in no- and low-rate checking and savings accounts<br> at the end of the second quarter of 2025. Time deposit accounts represented 15% of the Company’s<br> total deposits at the end of the second quarter of 2025, a decrease of one percentage point<br> from June 30, 2024 and consistent with the end of the linked first quarter.
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4

Loans andCredit Quality

The Company’spredominantly footprint-based loan portfolio is well diversified with credit quality remaining a central priority. Net charge-offs wereelevated this quarter driven by the charge-off of one previously reserved for CRE loan relationship. However, this action along withthe substantial repayment of another previously reserved for CRE loan relationship contributed to an improvement in delinquent and nonperformingloan metrics. The Company’s asset quality metrics, including net charge-offs and delinquent and nonperforming loans, remain relativelylow compared to the banking industry, reflecting the Company’s robust risk management practices and disciplined credit qualitystandards.

· Ending<br> loans at June 30, 2025 of $10.52 billion were $98.0 million, or 0.9%, higher than March 31,<br> 2025 and $495.3 million, or 4.9%, higher than one year prior. The increase from the end of<br> the prior year’s second quarter was driven by organic growth in the overall business<br> and consumer lending portfolios while the increase from the end of the linked first quarter<br> was primarily attributable to organic growth in the consumer indirect portfolio.
· At<br> June 30, 2025, the Company’s allowance for credit losses totaled $81.9 million,<br> or 0.78% of total loans outstanding, compared to $82.8 million, or 0.79% of total loans outstanding,<br> at March 31, 2025 and $71.4 million, or 0.71% of total loans outstanding, at June 30,<br> 2024.
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· The<br> Company recorded a $4.1 million provision for credit losses during the second quarter of<br> 2025 reflective of organic loan growth and continued economic uncertainty. Additionally,<br> specifically allocated reserves decreased $7.4 million during the second quarter of 2025<br> in connection with the charge-off of one non-owner occupied CRE loan relationship and the<br> substantial repayment of one multifamily CRE loan relationship. While certain macroeconomic<br> concerns persist related to non-owner occupied and multifamily CRE, the Company’s exposure<br> to these portfolios remains diverse both geographically and by property type, and relatively<br> low at 15% of total assets, 24% of total loans and 184% of total bank-level regulatory capital.
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· The<br> Company recorded net charge-offs of $5.1 million, or an annualized 0.20% of average loans,<br> in the second quarter of 2025 compared to net charge-offs of $1.3 million, or an annualized<br> 0.05% of average loans, in the second quarter of 2024 and net charge-offs of $3.2 million,<br> or an annualized 0.13% of average loans, in the first quarter of 2025. The increase in net<br> charge-offs during the second quarter of 2025 was primarily driven by a $4.3 million charge-off<br> associated with the previously mentioned non-owner occupied CRE loan relationship. Net charge-offs<br> outside of the previously identified non-owner occupied CRE loan relationship were $0.8 million.
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· Total<br> delinquent loans, which includes loans 30 or more days past due and nonaccrual loans, as<br> a percentage of total loans outstanding was 1.01% at the end of the second quarter of 2025.<br> This compares to 0.95% at June 30, 2024 and 1.29% at March 31, 2025.
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· At<br> June 30, 2025, nonperforming (90 or more days delinquent and non-accruing) loans were<br> $53.3 million, or 0.51% of total loans outstanding compared to $75.0 million, or 0.72% of<br> total loans outstanding at March 31, 2025 and $50.5 million, or 0.50% of total loans<br> outstanding one year earlier. The decrease in nonperforming loans from the end of the first<br> quarter of 2025 was primarily attributable to a decrease in nonaccrual business lending loan<br> balances, driven largely by the derecognition of the two previously mentioned CRE loan relationships.
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· Total<br> nonperforming assets, which includes nonperforming loans and other real estate owned, were<br> $61.3 million, or 0.37% of total assets compared to $77.7 million, or 0.46% of total assets,<br> at March 31, 2025 and $52.2 million, or 0.33% of total assets, at June 30, 2024.<br> The decrease in nonperforming assets during the second quarter of 2025 was driven by the<br> aforementioned decrease in nonperforming loans partially offset by a $5.2 million increase<br> in other real estate owned driven by the $5.4 million addition of commercial property associated<br> with the previously mentioned charged-off CRE loan relationship.
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5

Shareholders’Equity and Regulatory Capital

The Company’scapital planning and management activities, coupled with its diversified streams of revenue and prudent dividend practices, have allowedit to build and maintain a strong capital position. At June 30, 2025, all of the Company’s and Community Bank, N.A.’sregulatory capital ratios significantly exceeded well-capitalized standards.

· Shareholders’<br> equity of $1.88 billion at June 30, 2025 was $212.9 million, or 12.7%, higher than one<br> year ago, primarily due to a $97.5 million increase in retained earnings and an $89.9 million<br> decrease in accumulated other comprehensive loss related to the Company’s investment<br> securities portfolio. Shareholders’ equity increased $49.0 million, or 2.7%, from March 31,<br> 2025, primarily driven by a $27.0 million increase in retained earnings and an $18.2 million<br> decrease in accumulated other comprehensive loss related to the Company’s investment<br> securities portfolio.
· The<br> Company’s shareholders’ equity to assets ratio was 11.30% at June 30, 2025,<br> up from 10.50% at June 30, 2024 and 10.94% at March 31, 2025.
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· The<br> Company’s tier 1 leverage ratio of 9.42% at June 30, 2025 increased 35 basis points<br> from one year earlier and increased 13 basis points from March 31, 2025, remaining substantially<br> above the regulatory well-capitalized standard of 5.0%.
--- ---
· The<br> Company’s tangible equity to tangible assets ratio (non-GAAP) was 6.51% at June 30,<br> 2025, up from 5.38% a year earlier and from 6.15% at March 31, 2025. Tangible equity<br> (non-GAAP) increased $219.7 million, or 27.1%, from one year prior due to the aforementioned<br> increase in retained earnings and decrease in accumulated other comprehensive loss related<br> to the Company’s investment securities portfolio. Tangible assets (non-GAAP) increased<br> $765.0 million, or 5.1%, from the prior year due primarily to interest-earning asset growth.
--- ---

DividendIncrease and Stock Repurchase Program

The paymentof a meaningful and growing dividend is an important component of the Company’s commitment to provide consistent and favorablelong-term returns to its shareholders, and it reflects the continued strength of the Company’s long-term operating results andcapital position, and management’s confidence in the future performance of the Company. The $0.01 increase in the quarterly dividenddeclared in the third quarter of 2025 marked the 33^rd^ consecutive year of dividend increases for the Company.

· During<br> the second quarter of 2025, the Company declared a quarterly cash dividend of $0.46 per share<br> on its common stock, up 2.2% from the $0.45 dividend declared in the second quarter of 2024.
· On<br> July 16, 2025, the Company announced an additional one cent, or 2.2%, increase in the<br> quarterly dividend to $0.47 per share on its common stock, payable on October 10, 2025<br> to shareholders of record as of September 12, 2025, representing an annualized yield<br> of 3.2% based upon on the $57.92 closing price of the Company’s stock on July 21,<br> 2025. This increase marked the 33^rd^ consecutive year of dividend increases for<br> the Company.
--- ---
· In<br> December 2024, the Company’s Board of Directors (the “Board”) approved<br> a stock repurchase program authorizing the repurchase of up to 2.63 million shares, or 5.0%<br> of the Company’s common stock outstanding during the twelve-month period starting January 1,<br> 2025. Such repurchases may be made at the discretion of the Company’s senior management<br> based on market conditions and other relevant factors and will be acquired through open market<br> or privately negotiated transactions as permitted under Rule 10b-18 of the Securities<br> Exchange Act of 1934 and other applicable regulatory and legal requirements. No shares were<br> repurchased pursuant to the 2025 stock repurchase program in the first six months of 2025.
--- ---

AcquisitionWill Expand Pennsylvania Franchise

On June 24, 2025, Community Bank, N.A. entered into a purchase and assumption agreement to acquire seven branch locations in the Allentown, Pennsylvania market from Santander Bank, N.A. The transaction accelerates the Company’s de novo expansion in the Greater Lehigh Valley, complements its existing commercial and consumer lending presence in the market, and is expected to add approximately $600 million of customer deposits as well as branch-related loans and wealth management relationships. The branch transaction is expected to close during the fourth quarter of 2025 subject to customary regulatory approval.

6

Non-GAAPMeasures

The Company also provides supplemental reporting of its results on an “operating” and “tangible” basis. Results on an “operating” basis exclude the after-tax effects of acquisition expenses, acquisition-related contingent consideration adjustments, restructuring expenses, litigation accrual, loss on sales of investment securities, unrealized gain (loss) on equity securities and amortization of intangible assets. Results on a “tangible” basis exclude goodwill and intangible asset balances, net of accumulated amortization and applicable deferred tax amounts. In addition, the Company provides supplemental reporting for “operating pre-tax, pre-provision net revenues,” which subtracts the provision for credit losses, acquisition expenses, acquisition-related contingent consideration adjustments, restructuring expenses, litigation accrual, loss on sales of investment securities, unrealized gain (loss) on equity securities and amortization of intangible assets from income before income taxes. Although these items are non-GAAP measures, the Company’s management believes this information helps investors and analysts measure underlying core performance and provides better comparability to other organizations that have not engaged in acquisitions. The Company also provides supplemental reporting of its net interest income and net interest margin on a fully tax-equivalent (“FTE”) basis, which includes an adjustment to net interest income that represents taxes that would have been paid had nontaxable investment securities and loans been taxable. Although fully tax-equivalent net interest income and net interest margin are non-GAAP measures, the Company’s management believes this information helps enhance comparability of the performance of assets that have different tax liabilities. The amounts for such items are presented in the tables that accompany this release.

ConferenceCall Scheduled

Company management will host a conference call at 11:00 a.m. (ET) today, July 22, 2025, to discuss the second quarter 2025 results. The conference call can be accessed at https://app.webinar.net/n7jl8918GAN or via dial-in at 1-833-630-0464 (1-412-317-1809 if outside the United States and Canada).

This earnings release, including supporting financial tables, is also available within the ”News” section of the Company's investor relations website at https://communityfinancialsystem.com/news/. A replay of the earnings call webcast will also be available on this site for at least one year.

About CommunityFinancial System, Inc.

Community Financial System, Inc. is a diversified financial services company that is focused on four main business lines – banking services, employee benefit services, insurance services and wealth management services. Its banking subsidiary, Community Bank, N.A., is among the country’s 100 largest banking institutions with over $16 billion in assets and operates approximately 200 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont and Western Massachusetts. The Company’s Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration, and actuarial consulting services to customers on a national scale. The Company’s OneGroup NY, Inc. subsidiary is a top 66 U.S. insurance agency. The Company also offers comprehensive financial planning, trust administration and wealth management services through its Nottingham Financial Group operating unit. The Company is listed on the New York Stock Exchange and the Company’s stock trades under the symbol CBU. For more information about the Company and each of its four main business lines visit https://communityfinancialsystem.com.

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of CBU’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The following factors, among others, could cause the actual results of CBU’s operations to differ materially from its expectations: the macroeconomic and other challenges and uncertainties related to or resulting from current and future economic and market conditions, including the effects on CRE and housing or vehicle prices, unemployment rates, high inflation, U.S. fiscal debt, budget and tax matters, geopolitical matters, tariffs and global economic growth; fiscal and monetary policies of the Federal Reserve Board; the potential adverse effects of unusual and infrequently occurring events; litigation and actions of regulatory authorities; management’s estimates and projections of interest rates and interest rate policies; the effect of changes in the level of checking, savings, or money market account deposit balances and other factors that affect net interest margin; future provisions for credit losses on loans and debt securities; changes in nonperforming assets; ability to contain costs in inflationary conditions; the effect on financial market valuations on CBU’s fee income businesses, including its employee benefit services, wealth management services, and insurance services businesses; the successful integration of operations of its acquisitions and performance of new branches; competition; changes in legislation or regulatory requirements, including capital requirements; and the timing for receiving regulatory approvals and completing merger and acquisition transactions. For more information about factors that could cause actual results to differ materially from CBU’s expectations, refer to its annual, periodic and other reports filed with the Securities and Exchange Commission (“SEC”), including the discussion under the “Risk Factors” section of such reports filed with the SEC and available on CBU’s website at https://communityfinancialsystem.com and on the SEC’s website at https://sec.gov. Further, any forward-looking statement speaks only as of the date on which it is made, and CBU undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

7
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
Quarter Ended Year-to-Date
June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Earnings
Loan<br> income $146,534 $133,159 $289,438 $260,657
Investment<br> income 26,344 23,879 51,087 49,040
Total<br> interest income 172,878 157,038 340,525 309,697
Interest<br> expense 48,130 47,629 95,565 93,298
Net<br> interest income 124,748 109,409 244,960 216,399
Provision<br> for credit losses 4,117 2,708 10,807 8,856
Net<br> interest income after provision for credit losses 120,631 106,701 234,153 207,543
Deposit<br> service and other banking fees 19,086 17,364 37,194 35,271
Mortgage<br> banking 972 2,275 1,970 2,620
Employee<br> benefit services 32,380 32,118 65,002 63,816
Insurance<br> services 13,388 13,307 27,589 24,416
Wealth<br> management services 8,683 8,691 18,545 17,901
Loss<br> on sales of investment securities 0 (232) 0 (232)
Unrealized<br> (loss) gain on equity securities (1) 867 244 883
Total<br> noninterest revenues 74,508 74,390 150,544 144,675
Salaries<br> and employee benefits 79,021 73,447 155,463 146,510
Data<br> processing and communications 16,699 15,274 32,821 29,622
Occupancy<br> and equipment 11,486 10,715 24,184 22,077
Business<br> development and marketing 4,001 4,139 7,131 7,184
Legal<br> and professional fees 4,368 3,459 9,217 7,800
Amortization<br> of intangible assets 3,369 3,877 6,851 7,453
Other 10,158 8,088 18,725 16,437
Total<br> noninterest expenses 129,102 118,999 254,392 237,083
Income<br> before income taxes 66,037 62,092 130,305 115,135
Income<br> taxes 14,706 14,177 29,360 26,348
Net<br> income $51,331 $47,915 $100,945 $88,787
Basic<br> earnings per share $0.97 $0.91 $1.91 $1.67
Diluted<br> earnings per share $0.97 $0.91 $1.90 $1.67
8
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Earnings
Loan<br> income $146,534 $142,904 $144,638 $140,472 $133,159
Investment<br> income 26,344 24,743 25,293 23,428 23,879
Total<br> interest income 172,878 167,647 169,931 163,900 157,038
Interest<br> expense 48,130 47,435 49,958 51,155 47,629
Net<br> interest income 124,748 120,212 119,973 112,745 109,409
Provision<br> for credit losses 4,117 6,690 6,208 7,709 2,708
Net<br> interest income after provision for credit losses 120,631 113,522 113,765 105,036 106,701
Deposit<br> service and other banking fees 19,086 18,108 19,315 19,537 17,364
Mortgage<br> banking 972 998 746 1,055 2,275
Employee<br> benefit services 32,380 32,622 33,950 33,215 32,118
Insurance<br> services 13,388 14,201 12,181 13,652 13,307
Wealth<br> management services 8,683 9,862 9,875 8,892 8,691
Loss<br> on sales of investment securities 0 0 0 (255) (232)
Unrealized<br> (loss) gain on equity securities (1) 245 247 101 867
Total<br> noninterest revenues 74,508 76,036 76,314 76,197 74,390
Salaries<br> and employee benefits 79,021 76,442 76,247 78,022 73,447
Data<br> processing and communications 16,699 16,122 16,327 15,894 15,274
Occupancy<br> and equipment 11,486 12,698 10,995 10,586 10,715
Business<br> development and marketing 4,001 3,130 4,510 4,365 4,139
Legal<br> and professional fees 4,368 4,849 3,800 3,723 3,459
Amortization<br> of intangible assets 3,369 3,482 3,437 3,369 3,877
Other 10,158 8,567 10,223 8,244 8,088
Total<br> noninterest expenses 129,102 125,290 125,539 124,203 118,999
Income<br> before income taxes 66,037 64,268 64,540 57,030 62,092
Income<br> taxes 14,706 14,654 14,747 13,129 14,177
Net<br> income $51,331 $49,614 $49,793 $43,901 $47,915
Basic<br> earnings per share $0.97 $0.94 $0.94 $0.83 $0.91
Diluted<br> earnings per share $0.97 $0.93 $0.94 $0.83 $0.91
Profitability (GAAP)
Return<br> on assets (GAAP) 1.24% 1.22% 1.21% 1.09% 1.22%
Return<br> on equity (GAAP) 11.21% 11.28% 11.27% 10.21% 11.79%
Noninterest<br> revenues/total revenues (GAAP) 37.4% 38.7% 38.9% 40.3% 40.5%
Efficiency<br> ratio (GAAP) 64.8% 63.8% 64.0% 65.7% 64.7%
Profitability (non-GAAP)
Operating<br> return on assets (non-GAAP) 1.34% 1.28% 1.29% 1.16% 1.29%
Operating<br> return on equity (non-GAAP) 12.10% 11.84% 11.99% 10.85% 12.43%
Return<br> on tangible equity (non-GAAP) 20.97% 21.69% 21.97% 20.53% 24.90%
Operating<br> return on tangible equity (non-GAAP) 22.63% 22.76% 23.36% 21.80% 26.25%
Operating<br> noninterest revenues/operating revenues (FTE) (non-GAAP) 37.2% 38.5% 38.6% 40.2% 40.1%
Operating<br> efficiency ratio (non-GAAP) 62.0% 61.9% 61.8% 63.6% 62.5%
9
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Components of Net Interest Margin (FTE)
Loan<br> yield 5.63% 5.58% 5.58% 5.51% 5.38%
Cash<br> equivalents yield 4.33% 4.30% 4.71% 4.90% 5.10%
Investment<br> yield 2.17% 2.11% 2.15% 2.05% 2.11%
Earning<br> asset yield 4.56% 4.51% 4.52% 4.43% 4.35%
Interest-bearing<br> deposit rate 1.59% 1.59% 1.68% 1.69% 1.68%
Borrowing<br> rate 3.56% 3.63% 3.57% 4.08% 3.71%
Cost<br> of all interest-bearing funds 1.74% 1.75% 1.84% 1.93% 1.83%
Cost<br> of total deposits 1.19% 1.17% 1.23% 1.23% 1.23%
Cost<br> of funds (includes noninterest-bearing deposits) 1.32% 1.33% 1.38% 1.44% 1.37%
Net<br> interest margin 3.27% 3.21% 3.17% 3.03% 3.01%
Net<br> interest margin (FTE) (non-GAAP) 3.30% 3.24% 3.20% 3.05% 3.04%
Fully<br> tax-equivalent adjustment (non-GAAP) $884 $894 $882 $872 $953
Average Balances
Loans $10,455,637 $10,402,985 $10,331,217 $10,155,343 $9,969,462
Cash<br> equivalents 159,688 130,649 93,910 38,481 48,872
Taxable<br> investment securities 4,256,943 4,211,921 4,187,538 4,165,783 4,119,882
Nontaxable<br> investment securities 417,323 419,746 423,323 436,762 466,757
Total<br> interest-earning assets 15,289,591 15,165,301 15,035,988 14,796,369 14,604,973
Total<br> assets 16,590,741 16,439,357 16,324,320 16,058,219 15,778,974
Interest-bearing<br> deposits 10,219,891 10,051,681 9,871,799 9,537,203 9,679,296
Borrowings 844,748 910,172 915,475 1,030,199 785,946
Total<br> interest-bearing liabilities 11,064,639 10,961,853 10,787,274 10,567,402 10,465,242
Noninterest-bearing<br> deposits 3,522,734 3,519,962 3,603,416 3,611,755 3,534,516
Shareholders'<br> equity 1,836,965 1,783,646 1,757,467 1,709,791 1,633,875
Balance Sheet Data
Cash<br> and cash equivalents $237,248 $518,021 $197,004 $346,110 $201,493
Investment<br> securities 4,350,070 4,301,343 4,218,386 4,287,551 4,166,562
Loans:
Business<br> lending 4,541,192 4,540,002 4,505,178 4,391,629 4,294,173
Consumer<br> mortgage 3,523,025 3,504,151 3,489,780 3,427,317 3,368,166
Consumer<br> indirect 1,767,213 1,707,938 1,767,655 1,780,586 1,723,002
Home<br> equity 494,183 481,248 477,425 460,964 452,013
Consumer<br> direct 193,504 187,802 192,327 191,178 186,503
Total<br> loans 10,519,117 10,421,141 10,432,365 10,251,674 10,023,857
Allowance<br> for credit losses 81,851 82,840 79,114 76,167 71,442
Goodwill<br> and intangible assets, net 898,381 900,332 901,471 900,623 905,780
Other<br> assets 742,053 706,299 715,932 694,909 680,566
Total<br> assets 16,665,018 16,764,296 16,386,044 16,404,700 15,906,816
Deposits:
Noninterest-bearing 3,588,602 3,526,485 3,557,219 3,586,845 3,649,389
Non-maturity<br> interest-bearing 8,010,808 8,215,773 7,707,037 7,704,925 7,446,935
Time 2,102,358 2,149,789 2,177,451 2,184,401 2,041,564
Total<br> deposits 13,701,768 13,892,047 13,441,707 13,476,171 13,137,888
Customer<br> repurchase agreements 180,621 266,581 261,553 317,448 215,453
Other<br> borrowings 713,839 595,455 737,312 630,970 716,721
Accrued<br> interest and other liabilities 185,699 176,138 182,637 195,164 166,574
Total<br> liabilities 14,781,927 14,930,221 14,623,209 14,619,753 14,236,636
Shareholders'<br> equity 1,883,091 1,834,075 1,762,835 1,784,947 1,670,180
Total<br> liabilities and shareholders' equity 16,665,018 16,764,296 16,386,044 16,404,700 15,906,816
10
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Capital and Other
Shareholders’<br> equity/total assets (GAAP) 11.30% 10.94% 10.76% 10.88% 10.50%
Tangible<br> equity/tangible assets (non-GAAP) 6.51% 6.15% 5.83% 5.97% 5.38%
Tier<br> 1 leverage ratio 9.42% 9.29% 9.19% 9.12% 9.07%
Loan-to-deposit<br> ratio 76.8% 75.0% 77.6% 76.1% 76.3%
Diluted<br> weighted average common shares outstanding 53,117 53,130 53,078 52,911 52,935
Period<br> end common shares outstanding 52,869 52,836 52,668 52,546 52,523
Cash<br> dividends declared per common share $0.46 $0.46 $0.46 $0.46 $0.45
Book<br> value (GAAP) $35.62 $34.71 $33.47 $33.97 $31.80
Tangible<br> book value (non-GAAP) $19.46 $18.52 $17.20 $17.66 $15.41
Common<br> stock price at quarter-end $56.87 $56.86 $61.68 $58.07 $47.21
Asset Quality
Nonaccrual<br> loans $45,808 $69,051 $66,387 $59,013 $47,407
Accruing<br> loans 90+ days delinquent 7,519 5,928 7,000 3,833 3,106
Total<br> nonperforming loans 53,327 74,979 73,387 62,846 50,513
Other<br> real estate owned 7,954 2,746 2,781 2,279 1,662
Total<br> nonperforming assets 61,281 77,725 76,168 65,125 52,175
Net<br> charge-offs 5,114 3,229 3,211 2,772 1,286
Allowance<br> for credit losses/loans outstanding 0.78% 0.79% 0.76% 0.74% 0.71%
Nonperforming<br> loans/loans outstanding 0.51% 0.72% 0.70% 0.61% 0.50%
Allowance<br> for credit losses/nonperforming loans 153% 110% 108% 121% 141%
Net<br> charge-offs/average loans 0.20% 0.13% 0.12% 0.11% 0.05%
Delinquent<br> loans/ending loans 1.01% 1.29% 1.24% 1.07% 0.95%
Provision<br> for credit losses/net charge-offs 80% 207% 193% 278% 211%
Nonperforming<br> assets/total assets 0.37% 0.46% 0.46% 0.40% 0.33%
Quarterly GAAP to Non-GAAP Reconciliations
Operating pre-tax, pre-provision net revenue (non-GAAP)
****Net<br> income (GAAP) $51,331 $49,614 $49,793 $43,901 $47,915
****Income<br> taxes 14,706 14,654 14,747 13,129 14,177
****Income<br> before income taxes 66,037 64,268 64,540 57,030 62,092
****Provision<br> for credit losses 4,117 6,690 6,208 7,709 2,708
****Pre-tax,<br> pre-provision net revenue (non-GAAP) 70,154 70,958 70,748 64,739 64,800
Acquisition<br> expenses 67 1 8 66 104
Acquisition-related<br> contingent consideration adjustments 0 0 400 (156) 0
Restructuring<br> expenses 1,525 0 0 0 0
Litigation<br> accrual 0 (50) (83) 102 0
Loss<br> on sales of investment securities 0 0 0 255 232
****Unrealized<br> loss (gain) on equity securities 1 (245) (247) (101) (867)
Amortization<br> of intangible assets 3,369 3,482 3,437 3,369 3,877
Operating<br> pre-tax, pre-provision net revenue (non-GAAP) $75,116 $74,146 $74,263 $68,274 $68,146
11
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Operating pre-tax, pre-provision net revenue per share (non-GAAP)
Diluted<br> earnings per share (GAAP) $0.97 $0.93 $0.94 $0.83 $0.91
Income<br> taxes 0.27 0.28 0.28 0.25 0.26
Income<br> before income taxes 1.24 1.21 1.22 1.08 1.17
****Provision<br> for credit losses 0.08 0.12 0.11 0.15 0.06
****Pre-tax,<br> pre-provision net revenue per share (non-GAAP) 1.32 1.33 1.33 1.23 1.23
****Acquisition<br> expenses 0.00 0.00 0.00 0.00 0.00
Acquisition-related<br> contingent consideration adjustments 0.00 0.00 0.00 0.00 0.00
Restructuring<br> expenses 0.03 0.00 0.00 0.00 0.00
Litigation<br> accrual 0.00 0.00 0.00 0.00 0.00
Loss<br> on sales of investment securities 0.00 0.00 0.00 0.00 0.00
****Unrealized<br> loss (gain) on equity securities 0.00 0.00 0.00 0.00 (0.01)
****Amortization<br> of intangible assets 0.06 0.07 0.07 0.06 0.07
****Operating<br> pre-tax, pre-provision net revenue per share (non-GAAP) $1.41 $1.40 $1.40 $1.29 $1.29
Operating net income (non-GAAP)
Net<br> income (GAAP) $51,331 $49,614 $49,793 $43,901 $47,915
Acquisition<br> expenses 67 1 8 66 104
Tax<br> effect of acquisition expenses (12) 0 (1) (15) (23)
Subtotal<br> (non-GAAP) 51,386 49,615 49,800 43,952 47,996
Acquisition-related<br> contingent consideration adjustments 0 0 400 (156) 0
Tax<br> effect of acquisition-related contingent consideration adjustments 0 0 (41) 35 0
Subtotal<br> (non-GAAP) 51,386 49,615 50,159 43,831 47,996
Restructuring<br> expenses 1,525 0 0 0 0
Tax<br> effect of restructuring expenses (274) 0 0 0 0
Subtotal<br> (non-GAAP) 52,637 49,615 50,159 43,831 47,996
Litigation<br> accrual 0 (50) (83) 102 0
Tax<br> effect of litigation accrual 0 12 8 (23) 0
Subtotal<br> (non-GAAP) 52,637 49,577 50,084 43,910 47,996
Loss<br> on sales of investment securities 0 0 0 255 232
Tax<br> effect of loss on sales of investment securities 0 0 0 (58) (52)
Subtotal<br> (non-GAAP) 52,637 49,577 50,084 44,107 48,176
Unrealized<br> loss (gain) on equity securities 1 (245) (247) (101) (867)
Tax<br> effect of unrealized loss (gain) on equity securities 0 57 25 23 193
Subtotal<br> (non-GAAP) 52,638 49,389 49,862 44,029 47,502
Amortization<br> of intangible assets 3,369 3,482 3,437 3,369 3,877
Tax<br> effect of amortization of intangible assets (605) (804) (350) (762) (864)
Operating<br> net income (non-GAAP) $55,402 $52,067 $52,949 $46,636 $50,515
12
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Operating diluted earnings per share (non-GAAP)
Diluted<br> earnings per share (GAAP) $0.97 $0.93 $0.94 $0.83 $0.91
Acquisition<br> expenses 0.00 0.00 0.00 0.00 0.00
Tax<br> effect of acquisition expenses 0.00 0.00 0.00 0.00 0.00
Subtotal<br> (non-GAAP) 0.97 0.93 0.94 0.83 0.91
Acquisition-related<br> contingent consideration adjustments 0.00 0.00 0.00 0.00 0.00
Tax<br> effect of acquisition-related contingent consideration adjustments 0.00 0.00 0.00 0.00 0.00
Subtotal<br> (non-GAAP) 0.97 0.93 0.94 0.83 0.91
Restructuring<br> expenses 0.03 0.00 0.00 0.00 0.00
Tax<br> effect of restructuring expenses (0.01) 0.00 0.00 0.00 0.00
Subtotal<br> (non-GAAP) 0.99 0.93 0.94 0.83 0.91
Litigation<br> accrual 0.00 0.00 0.00 0.00 0.00
Tax<br> effect of litigation accrual 0.00 0.00 0.00 0.00 0.00
Subtotal<br> (non-GAAP) 0.99 0.93 0.94 0.83 0.91
Loss<br> on sales of investment securities 0.00 0.00 0.00 0.00 0.00
Tax<br> effect of loss on sales of investment securities 0.00 0.00 0.00 0.00 0.00
Subtotal<br> (non-GAAP) 0.99 0.93 0.94 0.83 0.91
Unrealized<br> loss (gain) on equity securities 0.00 0.00 0.00 0.00 (0.01)
Tax<br> effect of unrealized loss (gain) on equity securities 0.00 0.00 0.00 0.00 0.00
Subtotal<br> (non-GAAP) 0.99 0.93 0.94 0.83 0.90
Amortization<br> of intangible assets 0.06 0.07 0.07 0.06 0.07
Tax<br> effect of amortization of intangible assets (0.01) (0.02) (0.01) (0.01) (0.02)
Operating<br> diluted earnings per share (non-GAAP) $1.04 $0.98 $1.00 $0.88 $0.95
Return on assets
Net<br> income (GAAP) $51,331 $49,614 $49,793 $43,901 $47,915
Average<br> total assets 16,590,741 16,439,357 16,324,320 16,058,219 15,778,974
Return<br> on assets (GAAP) 1.24% 1.22% 1.21% 1.09% 1.22%
Operating return on assets (non-GAAP)
Operating<br> net income (non-GAAP) $55,402 $52,067 $52,949 $46,636 $50,515
Average<br> total assets 16,590,741 16,439,357 16,324,320 16,058,219 15,778,974
Operating<br> return on assets (non-GAAP) 1.34% 1.28% 1.29% 1.16% 1.29%
Return on equity
Net<br> income (GAAP) $51,331 $49,614 $49,793 $43,901 $47,915
Average<br> total equity 1,836,965 1,783,646 1,757,467 1,709,791 1,633,875
Return<br> on equity (GAAP) 11.21% 11.28% 11.27% 10.21% 11.79%
Operating return on equity (non-GAAP)
Operating<br> net income (non-GAAP) $55,402 $52,067 $52,949 $46,636 $50,515
Average<br> total equity 1,836,965 1,783,646 1,757,467 1,709,791 1,633,875
Operating<br> return on equity (non-GAAP) 12.10% 11.84% 11.99% 10.85% 12.43%
13
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Net interest margin
Net<br> interest income $124,748 $120,212 $119,973 $112,745 $109,409
Total<br> average interest-earning assets 15,289,591 15,165,301 15,035,988 14,796,369 14,604,973
Net<br> interest margin 3.27% 3.21% 3.17% 3.03% 3.01%
Net interest margin (FTE) (non-GAAP)
Net<br> interest income $124,748 $120,212 $119,973 $112,745 $109,409
Fully<br> tax-equivalent adjustment (non-GAAP) 884 894 882 872 953
****Fully<br> tax-equivalent net interest income (non-GAAP) 125,632 121,106 120,855 113,617 110,362
Total<br> average interest-earning assets 15,289,591 15,165,301 15,035,988 14,796,369 14,604,973
Net<br> interest margin (FTE) (non-GAAP) 3.30% 3.24% 3.20% 3.05% 3.04%
Operating noninterest revenues (non-GAAP)
****Noninterest<br> revenues (GAAP) $74,508 $76,036 $76,314 $76,197 $74,390
Loss<br> on sales of investment securities 0 0 0 255 232
****Unrealized<br> loss (gain) on equity securities 1 (245) (247) (101) (867)
****Total<br> operating noninterest revenues (non-GAAP) $74,509 $75,791 $76,067 $76,351 $73,755
Operating noninterest expenses (non-GAAP)
Noninterest<br> expenses (GAAP) $129,102 $125,290 $125,539 $124,203 $118,999
Acquisition<br> expenses (67) (1) (8) (66) (104)
Acquisition-related<br> contingent consideration adjustments 0 0 (400) 156 0
Restructuring<br> expenses (1,525) 0 0 0 0
Litigation<br> accrual 0 50 83 (102) 0
Amortization<br> of intangible assets (3,369) (3,482) (3,437) (3,369) (3,877)
Total<br> operating noninterest expenses (non-GAAP) $124,141 $121,857 $121,777 $120,822 $115,018
Operating revenues (non-GAAP)
****Net<br> interest income (GAAP) $124,748 $120,212 $119,973 $112,745 $109,409
****Noninterest<br> revenues (GAAP) 74,508 76,036 76,314 76,197 74,390
****Total<br> revenues (GAAP) 199,256 196,248 196,287 188,942 183,799
Loss<br> on sales of investment securities 0 0 0 255 232
****Unrealized<br> loss (gain) on equity securities 1 (245) (247) (101) (867)
****Total<br> operating revenues (non-GAAP) $199,257 $196,003 $196,040 $189,096 $183,164
Noninterest revenues/total revenues
****Total<br> noninterest revenues (GAAP) – numerator $74,508 $76,036 $76,314 $76,197 $74,390
****Total<br> revenues (GAAP) – denominator 199,256 196,248 196,287 188,942 183,799
****Noninterest<br> revenues/total revenues (GAAP) 37.4% 38.7% 38.9% 40.3% 40.5%
Operating noninterest revenues/operating revenues (FTE) (non-GAAP)
****Total<br> operating noninterest revenues (non-GAAP) – numerator $74,509 $75,791 $76,067 $76,351 $73,755
Total<br> operating revenues (non-GAAP) 199,257 196,003 196,040 189,096 183,164
Fully<br> tax-equivalent adjustment (non-GAAP) 884 894 882 872 953
Total<br> operating revenues (FTE) (non-GAAP) – denominator 200,141 196,897 196,922 189,968 184,117
****Operating<br> noninterest revenues/operating revenues (FTE) (non-GAAP) 37.2% 38.5% 38.6% 40.2% 40.1%
14
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Efficiency ratio (GAAP)
Total<br> noninterest expenses (GAAP) – numerator $129,102 $125,290 $125,539 $124,203 $118,999
****Total<br> revenues (GAAP) – denominator 199,256 196,248 196,287 188,942 183,799
****Efficiency<br> ratio (GAAP) 64.8% 63.8% 64.0% 65.7% 64.7%
Operating efficiency ratio (non-GAAP)
Total<br> operating noninterest expenses (non-GAAP) - numerator $124,141 $121,857 $121,777 $120,822 $115,018
Total<br> operating revenues (FTE) (non-GAAP) - denominator 200,141 196,897 196,922 189,968 184,117
Operating<br> efficiency ratio (non-GAAP) 62.0% 61.9% 61.8% 63.6% 62.5%
Total tangible assets (non-GAAP)
Total<br> assets (GAAP) $16,665,018 $16,764,296 $16,386,044 $16,404,700 $15,906,816
Goodwill<br> and intangible assets, net (898,381) (900,332) (901,471) (900,623) (905,780)
Deferred<br> taxes on goodwill and intangible assets, net 44,336 44,644 44,618 43,832 44,921
Total<br> tangible assets (non-GAAP) $15,810,973 $15,908,608 $15,529,191 $15,547,909 $15,045,957
Total tangible common equity (non-GAAP)
Shareholders'<br> equity (GAAP) $1,883,091 $1,834,075 $1,762,835 $1,784,947 $1,670,180
Goodwill<br> and intangible assets, net (898,381) (900,332) (901,471) (900,623) (905,780)
Deferred<br> taxes on goodwill and intangible assets, net 44,336 44,644 44,618 43,832 44,921
Total<br> tangible common equity (non-GAAP) $1,029,046 $978,387 $905,982 $928,156 $809,321
Shareholders’ equity-to-assets ratio at quarter end
Total<br> shareholders’ equity (GAAP) – numerator $1,883,091 $1,834,075 $1,762,835 $1,784,947 $1,670,180
Total<br> assets (GAAP) – denominator 16,665,018 16,764,296 16,386,044 16,404,700 15,906,816
Shareholders’<br> equity-to-assets ratio at quarter end (GAAP) 11.30% 10.94% 10.76% 10.88% 10.50%
Tangible equity-to-tangible assets ratio at quarter end (non-GAAP)
Total<br> tangible common equity (non-GAAP) - numerator $1,029,046 $978,387 $905,982 $928,156 $809,321
Total<br> tangible assets (non-GAAP) - denominator 15,810,973 15,908,608 15,529,191 15,547,909 15,045,957
Tangible<br> equity-to-tangible assets ratio at quarter end (non-GAAP) 6.51% 6.15% 5.83% 5.97% 5.38%
Return on tangible equity (non-GAAP)
Net<br> income (GAAP) $51,331 $49,614 $49,793 $43,901 $47,915
Average<br> shareholders’ equity 1,836,965 1,783,646 1,757,467 1,709,791 1,633,875
Average<br> goodwill and intangible assets, net (899,416) (900,530) (900,118) (903,281) (905,134)
Average<br> deferred taxes on goodwill and intangible assets, net 44,490 44,631 44,225 44,376 45,177
Average<br> tangible common equity (non-GAAP) 982,039 927,747 901,574 850,886 773,918
Return<br> on tangible equity (non-GAAP) 20.97% 21.69% 21.97% 20.53% 24.90%
Operating return on tangible equity (non-GAAP)
****Operating<br> net income (non-GAAP) $55,402 $52,067 $52,949 $46,636 $50,515
****Average<br> tangible common equity (non-GAAP) 982,039 927,747 901,574 850,886 773,918
****Operating<br> return on tangible equity (non-GAAP) 22.63% 22.76% 23.36% 21.80% 26.25%
15
Summary of Financial Data (unaudited)
(Dollars in thousands, except per share data)
2025 2024
2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr
Quarterly GAAP to Non-GAAP Reconciliations
Book value (GAAP)
Total<br> shareholders’ equity (GAAP) – numerator $1,883,091 $1,834,075 $1,762,835 $1,784,947 $1,670,180
Period<br> end common shares outstanding – denominator 52,869 52,836 52,668 52,546 52,523
Book<br> value (GAAP) $35.62 $34.71 $33.47 $33.97 $31.80
Tangible book value (non-GAAP)
Total<br> tangible common equity (non-GAAP) – numerator $1,029,046 $978,387 $905,982 $928,156 $809,321
Period<br> end common shares outstanding – denominator 52,869 52,836 52,668 52,546 52,523
Tangible<br> book value (non-GAAP) $19.46 $18.52 $17.20 $17.66 $15.41
2025 2024
--- --- --- ---
2nd Qtr 1st Qtr 2nd Qtr
Quarterly Segment Information Reconciliations
Reconciliation of total segment adjusted income before income taxes to total consolidated income before income taxes
Total<br> segment adjusted income before income taxes $70,999 $67,456 $65,438
Loss<br> on sales of investment securities 0 0 (232)
Unrealized<br> (loss) gain on equity securities (1) 245 867
Amortization<br> of intangible assets (3,369) (3,482) (3,877)
Restructuring<br> expenses (1,525) 0 0
Litigation<br> accrual 0 50 0
Acquisition<br> expenses (67) (1) (104)
Total<br> consolidated income before income taxes $66,037 $64,268 $62,092

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