Berkshire Hills Bancorp 10Q 2024 Q3 Quarterly report

0001108134us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateBondSecuritiesMember2024-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-15781

BERKSHIRE HILLS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-3510455

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

60 State Street

Boston

Massachusetts

02109

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BHLB

The New York Stock Exchange

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

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

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

Large accelerated filer ý Accelerated filer o

Non-accelerated filer o Smaller reporting company ☐

Emerging growth company ☐

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

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

As of November 7, 2024, the Registrant had 42,975,514 shares of common stock, $0.01 par value per share, outstanding.

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BERKSHIRE HILLS BANCORP, INC.

FORM 10-Q

INDEX

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023

Consolidated Statements of Comprehensive Income/(Loss) for the Three and Nine Months Ended September 30, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023

Notes to Consolidated Financial Statements (Unaudited)

Note 1

Basis of Presentation

Securities Available for Sale, Held to Maturity, and Equity Securities

Note 5

Loans and Allowance for Credit Losses

Derivative Financial Instruments and Hedging Activities

Note 9

Leases

Note 10

Capital Ratios and Shareholders' Equity

Note 11

Earnings per Share

Note 12

Stock-Based Compensation Plans

Note 13

Fair Value Measurements

Note 14

Net Interest Income after Provision/(Benefit) for Credit Losses

Note 15

Tax Equity Investments

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Selected Financial Data

Average Balances and Average Yields/Rates

Non-GAAP Financial Measures

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

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PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS


	September 30, 2024		December 31, 2023
(In thousands, except share data)
Assets
Cash and due from banks	$	134,056	$	148,148
Short-term investments	435,911		1,055,096
Total cash and cash equivalents	569,967		1,203,244

Trading securities, at fair value	5,560		6,142
Equity securities, at fair value	13,278		13,029
Securities available for sale, at fair value	661,740		1,022,285
Securities held to maturity (fair values of $451,194 and $476,228)	512,277		543,351
Federal Home Loan Bank stock	30,685		22,689
Total securities	1,223,540		1,607,496
Less: Allowance for credit losses on securities held to maturity	(65)		(68)
Net securities	1,223,475		1,607,428

Loans held for sale	50,634		2,237





Total loans	9,212,322		9,039,686
Less: Allowance for credit losses on loans	(112,047)		(105,357)
Net loans	9,100,275		8,934,329

Premises and equipment, net	54,667		68,915


Intangible assets	16,192		19,664
Cash surrender value of bank-owned life insurance policies	245,210		242,309

Other assets	337,212		341,757
Assets held for sale	6,930		10,938

Total assets	$	11,604,562	$	12,430,821

Liabilities
Demand deposits	$	2,267,595	$	2,469,164
NOW and other deposits	748,737		858,644
Money market deposits	3,042,712		3,565,516
Savings deposits	998,549		1,053,810
Time deposits	2,519,896		2,686,250
Total deposits	9,577,489		10,633,384
Short-term debt	353,500		260,000
Long-term Federal Home Loan Bank advances and other	232,042		125,223
Subordinated borrowings	121,549		121,363
Total borrowings	707,091		506,586
Other liabilities	249,531		278,630

Total liabilities	$	10,534,111	$	11,418,600
(continued)
	September 30, 2024		December 31, 2023

Shareholders’ equity

Common stock ($0.01 par value; 100,000,000 shares authorized and 51,903,190 shares issued and 42,981,618 shares outstanding in 2024; 51,903,190 shares issued and 43,500,872 shares outstanding in 2023)	528		528
Additional paid-in capital - common stock	1,421,218		1,423,273
Unearned compensation	(12,399)		(10,109)
Retained (deficit)	(14,976)		(33,136)
Accumulated other comprehensive (loss)	(89,257)		(143,016)
Treasury stock, at cost (8,921,572 shares in 2024 and 8,402,318 shares in 2023)	(234,663)		(225,319)
Total shareholders’ equity	1,070,451		1,012,221
Total liabilities and shareholders’ equity	$	11,604,562	$	12,430,821

The accompanying notes are an integral part of these consolidated financial statements.

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BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2024		2023		2024		2023
Interest and dividend income
Loans	$	142,879	$	132,816	$	418,899	$	377,180
Securities and other	14,389		15,205		44,484		48,582
Total interest and dividend income	157,268		148,021		463,383		425,762
Interest expense
Deposits	58,374		44,008		172,272		106,056
Borrowings	10,835		13,679		26,380		39,080
Total interest expense	69,209		57,687		198,652		145,136
Net interest income	88,059		90,334		264,731		280,626
Non-interest income
Deposit related fees	8,656		8,792		25,522		25,674
Loan related fees	3,214		2,879		8,241		8,537
Gain on SBA loans	$	3,020	2,548		8,013		7,952
Wealth management fees	2,685		2,481		8,182		7,803

Total fee income	17,575		16,700		49,958		49,966
Other, net	3,416		1,232		8,633		1,454
Fair value adjustments on securities	516		(467)		359		(255)
(Loss) on sale of AFS securities, net	—		—		(49,909)		—

Gain on sale of business operations and other assets, net	16,048		—		16,048		—

Total non-interest income	37,555		17,465		25,089		51,165
Total net revenue	125,614		107,799		289,820		331,791
Provision expense for credit losses	5,500		8,000		17,999		24,999
Non-interest expense
Compensation and benefits	40,663		40,155		121,524		119,186
Occupancy and equipment	7,373		8,816		24,135		27,165
Technology	10,014		10,616		30,154		30,552
Professional services	2,109		2,423		7,542		8,226
Regulatory expenses	1,851		1,905		5,544		5,165

Amortization of intangible assets	1,128		1,205		3,473		3,615
Marketing	861		1,552		2,509		4,270
Restructuring and other expenses	(297)		2,607		2,936		2,592
Other	8,258		7,234		21,094		21,745
Total non-interest expense	71,960		76,513		218,911		222,516

Income before income taxes	$	48,154	$	23,286	$	52,910	$	84,276
Income tax expense	10,645		3,741		11,564		13,233
Net income	$	37,509	$	19,545	$	41,346	$	71,043









Basic earnings per common share	$	0.89	$	0.45	$	0.97	$	1.64
Diluted earnings per common share	$	0.88	$	0.45	$	0.97	$	1.63

Weighted average shares outstanding:
Basic	42,170		43,164		42,456		43,435
Diluted	42,454		43,347		42,658		43,640

The accompanying notes are an integral part of these consolidated financial statements.

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BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Net income	$	37,509	$	19,545	$	41,346	$	71,043
Other comprehensive income/(loss), before tax:
Changes in unrealized gain/(loss) on debt securities available-for-sale	25,250		(40,525)		68,721		(41,398)
Changes in unrealized gain/(loss) on derivative hedges	9,349		(2,959)		4,249		(9,072)




Income taxes related to other comprehensive income/(loss):
Changes in unrealized gain/(loss) on debt securities available-for-sale	(6,616)		10,544		(18,056)		10,701
Changes in unrealized gain/(loss) on derivative hedges	(2,542)		794		(1,155)		2,435




Total other comprehensive income/(loss)	25,441		(32,146)		53,759		(37,334)
Total comprehensive income/(loss)	$	62,950	$	(12,601)	$	95,105	$	33,709

The accompanying notes are an integral part of these consolidated financial statements.

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BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY



	Common stock		Additional paid-in capital			Unearned compensation		Retained earnings (deficit)		Accumulated other comprehensive (loss)		Treasury stock
(In thousands)		Shares			Amount											Total
Balance at June 30, 2023		44,033	$	528		$	1,423,856	$	(14,470)	$	(35,490)	$	(186,240)	$	(214,803)	$	973,381
Comprehensive income:
Net income		—	—			—		—		19,545		—		—		19,545
Other comprehensive (loss)		—	—			—		—		—		(32,146)		—		(32,146)
Total comprehensive (loss)		—	—			—		—		19,545		(32,146)		—		(12,601)

Cash dividends declared on common shares ($0.18 per share)		—	—			—		—		(7,901)		—		—		(7,901)

Treasury shares repurchased		(179)	—			—		—		—		—		(3,578)		(3,578)
Forfeited shares		(23)	—			(82)		572		—		—		(490)		—
Exercise of stock options		—	—			—		—		—		—		—		—
Restricted stock grants		8	—			(54)		(172)		—		—		226		—
Stock-based compensation		—	—			—		2,066		—		—		—		2,066

Other, net		(17)	—			—		—		—		—		(358)		(358)
Balance at September 30, 2023		43,822	$	528		$	1,423,720	$	(12,004)	$	(23,846)	$	(218,386)	$	(219,003)	$	951,009

Balance at June 30, 2024		42,959	$	528		$	1,421,301	$	(14,064)	$	(44,874)	$	(114,698)	$	(235,251)	$	1,012,942
Comprehensive income:
Net income		—	—			—		—		37,509		—		—		37,509
Other comprehensive (loss)		—	—			—		—		—		25,441		—		25,441
Total comprehensive income		—	—			—		—		37,509		25,441		—		62,950


Cash dividends declared on common shares $0.18 per share)		—	—			—		—		(7,611)		—		—		(7,611)

Treasury shares repurchased		—	—			—		—		—		—		—		—
Forfeited shares		(3)	—			11		79		—		—		(90)		—
Exercise of stock options		—	—			—		—		—		—		—		—
Restricted stock grants		28	—			(94)		(632)		—		—		726		—
Stock-based compensation		—	—			—		2,218		—		—		—		2,218

Other, net		(2)	—			—		—		—		—		(48)		(48)
Balance at September 30, 2024		42,982	$	528		$	1,421,218	$	(12,399)	$	(14,976)	$	(89,257)	$	(234,663)	$	1,070,451

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	Common stock		Additional paid-in capital			Unearned compensation		Retained earnings (deficit)		Accumulated other comprehensive (loss)		Treasury stock
(In thousands)		Shares			Amount											Total
Balance at December 31, 2022		44,361	$	528		$	1,424,183	$	(8,598)	$	(71,428)	$	(181,052)	$	(209,571)	$	954,062
Comprehensive income:
Net income		—	—			—		—		71,043		—		—		71,043
Other comprehensive (loss)		—	—			—		—		—		(37,334)		—		(37,334)
Total comprehensive income		—	—			—		—		71,043		(37,334)		—		33,709
Impact of ASU No. 2022-02 Adoption		—	—			—		—		401		—		—		401
Cash dividends declared on common shares ($0.54 per share)		—	—			—		—		(23,862)		—		—		(23,862)

Treasury shares repurchased		(807)	—			—		—		—		—		(17,146)		(17,146)
Forfeited shares		(72)	—			(45)		1,833		—		—		(1,789)		(1)
Exercise of stock options		—	—			—		—		—		—		—		—
Restricted stock grants		400	—			(262)		(10,760)		—		—		11,022		—
Stock-based compensation		—	—			—		5,521		—		—		—		5,521

Other, net		(60)	—			(156)		—		—		—		(1,519)		(1,675)
Balance at September 30, 2023		43,822	$	528		$	1,423,720	$	(12,004)	$	(23,846)	$	(218,386)	$	(219,003)	$	951,009

Balance at December 31, 2023		43,501	$	528		$	1,423,273	$	(10,109)	$	(33,136)	$	(143,016)	$	(225,319)	$	1,012,221
Comprehensive income:
Net income		—	—			—		—		41,346		—		—		41,346
Other comprehensive income		—	—			—		—		—		53,759		—		53,759
Total comprehensive income		—	—			—		—		41,346		53,759		—		95,105


Cash dividends declared on common shares $0.54 per share)		—	—			—		—		(23,186)		—		—		(23,186)

Treasury shares repurchased		(794)	—			—		—		—		—		(17,538)		(17,538)
Forfeited shares		(121)	—			(410)		3,107		—		—		(2,697)		—
Exercise of stock options		—	—			—		—		—		—		—		—
Restricted stock grants		498	—			(1,645)		(11,563)		—		—		13,208		—
Stock-based compensation		—	—			—		6,166		—		—		—		6,166

Other, net		(102)	—			—		—		—		—		(2,317)		(2,317)
Balance at September 30, 2024		42,982	$	528		$	1,421,218	$	(12,399)	$	(14,976)	$	(89,257)	$	(234,663)	$	1,070,451

The accompanying notes are an integral part of these consolidated financial statements.

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BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
(In thousands)	2024		2023
Cash flows from operating activities:


Net income	$	41,346	$	71,043
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	17,999		24,999
Net amortization of securities	(301)		965
Change in unamortized net loan costs and premiums	5,025		145
Premises and equipment depreciation and amortization expense	5,419		6,404
Stock-based compensation expense	6,166		5,521
Accretion of purchase accounting entries, net	(853)		(503)
Amortization of other intangibles	3,473		3,615

Income from cash surrender value of bank-owned life insurance policies	(4,616)		(3,910)
(Gain) on SBA loan sales	(8,013)		(7,952)
Fair value adjustments on securities	(359)		255
Loss on sale of AFS securities, net	49,909		—
Net change in loans held-for-sale	(4,215)		1,969





Amortization of interest in tax-advantaged projects	(1,508)		5,959


Gain on sale of business operations and other assets	(16,048)		—

Net change in other	(4,921)		(3,804)


Net cash provided by operating activities	88,503		104,706

Cash flows from investing activities:
Net decrease in trading security	674		641


Purchases of securities available for sale	(54,206)		(44,586)
Proceeds from sales of securities available for sale	361,871		—
Proceeds from maturities, calls, and prepayments of securities available for sale	72,503		166,552
Purchases of securities held to maturity	(300)		(700)
Proceeds from maturities, calls, and prepayments of securities held to maturity	31,778		29,852
Net change in loans	(322,683)		(658,823)
Net change in New York branch loans held for sale	1,146		—
Proceeds from surrender of bank-owned life insurance	1,715		657
Purchase of Federal Home Loan Bank stock	(112,147)		(449,336)
Proceeds from redemption of Federal Home Loan Bank stock	104,151		417,643
Net investment in limited partnership tax credits	(10,654)		—

Purchase of premises and equipment, net	(1,018)		(753)

Proceeds from sales of seasoned residential loan portfolios	47,123		—

Cash outflows from sale of business operations and other assets	(314,712)		—
Net cash provided/(used) by investing activities	(194,759)		(538,853)

BERKSHIRE HILLS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)


	Nine Months Ended September 30,
(In thousands)	2024		2023
(continued)
Cash flows from financing activities:
Net (decrease) in deposits	(637,572)		(346,725)
Net change in New York branch deposits held for sale	(34,896)		—
Proceeds from Federal Home Loan Bank advances and other borrowings	1,207,500		10,010,000
Repayments of Federal Home Loan Bank advances and other borrowings	(1,007,181)		(9,210,150)


Purchase of treasury stock	(17,538)		(17,146)

Common stock cash dividends paid	(15,449)		(23,862)
Settlement of derivative contracts with financial institution counterparties	(21,885)		145
Net cash (used)/provided by financing activities	(527,021)		412,262

Net change in cash and cash equivalents	(633,277)		(21,885)

Cash and cash equivalents at beginning of period	1,203,244		685,355

Cash and cash equivalents at end of period	$	569,967	$	663,470

Supplemental cash flow information:
Interest paid on deposits	$	175,433	$	98,428
Interest paid on borrowed funds	25,796		36,165
Income taxes paid, net	360		7,743





Other non-cash changes:
Other net comprehensive income/(loss)	$	53,759	$	(37,334)
Dividends declared not yet paid	7,737		—

Reclassification of seasoned loan portfolios to held-for-sale, net	91,754		—
Reclassification of New York branch loans from portfolio loans to assets held-for-sale, net	58,455		—
Reclassification of New York branch assets to assets held-for-sale	13,936		—
Reclassification of New York branch deposits to liabilities held-for-sale, net	484,530		—
Reclassification of New York branch liabilities to liabilities held-for-sale	12,929		—


Reclassification of New York branch loans held-for-sale to held-for investment, net	7,183
Reclassification of liabilities held-for-sale to deposits, net	66,207		—
Reclassification of held-for-sale loans to held-for-investment, net	450		—
Impact to retained earnings from adoption of ASU 2022-02	—		401
Properties transferred to held for sale	—		8,714

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The Consolidated Financial Statements (the “financial statements”) of Berkshire Hills Bancorp, Inc. and its subsidiaries (the “Company” or “Berkshire”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company is a Delaware corporation, headquartered in Boston, Massachusetts, and the holding company for Berkshire Bank (the “Bank”), a Massachusetts-chartered trust company headquartered in Pittsfield, Massachusetts. These financial statements include the accounts of the Company, its wholly-owned subsidiaries and the Bank’s consolidated subsidiaries. In consolidation, all significant intercompany accounts and transactions are eliminated. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless GAAP requires otherwise.

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these financial statements were issued.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and accordingly, certain information and footnote disclosures normally included in financial statements prepared according to GAAP have been omitted.

The results for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements should be read in conjunction with the audited financial statements and disclosures Berkshire Hills Bancorp, Inc. previously filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods.

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation.

Use of Estimates

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

Recently Adopted Accounting Principles

Effective January 1, 2024, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2023-02, "Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)" (ASU 2023-02). ASU 2023-02 expanded the permitted use of the proportional amortization method (PAM), which was previously only available to low-income housing tax credit investments, to other tax equity investments if certain conditions are met. Under PAM, the initial cost of an investment is amortized in proportion to the income tax benefits received and both the amortization of the investment and the income tax benefits received are recognized as a component of income tax expense. Under this ASU, an entity has the option to apply PAM to applicable investments on a tax-credit-program-by-tax-credit-program basis. The Company has elected PAM for its public welfare investments which consist of Affordable Housing and New Market tax credit investments. In addition, the amendments in this ASU require that all tax equity investments accounted for using PAM use the delayed equity contribution guidance in paragraph ASC 323-740-25-3, requiring a liability be recognized for delayed equity contributions that are unconditional and legally binding or for equity contributions that are contingent upon a future event when that contingent event becomes probable. The amendments in this ASU also require additional disclosures in interim and annual periods concerning investments for which PAM is applied, including (i) the nature of tax equity investments, and (ii) the effect of tax equity investments and related income tax credits and other income tax benefits on the financial position and results of operations. The provisions of this ASU became effective for the Company for interim and annual periods beginning January 1, 2024. Refer to Note 15 – Tax Equity Investments for additional information. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Future Application of Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU requires disclosure in the rate reconciliation table of additional categories of information and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating; however, the adoption is not expected to have a material impact on the Company’s Consolidated Financial Statements.

NOTE 2. BRANCH SALE

During the third quarter of 2024, the Company completed the sale of ten of the Bank’s branches in upstate and eastern New York. The sale was made pursuant to definitive agreements entered into on March 4, 2024 with three buyers. The sale consisted of three separate transactions, which were completed during the third quarter of 2024. In the aggregate, the Bank sold $383 million in deposits and $50 million of related residential mortgage and consumer loans, along with all branch premises and equipment. The three buyers also assumed related operations and the employment of all associated staff. The sale excluded the Bank’s commercial banking business. The Company recorded a $16.0 million pre-tax gain related to the branch sale.

NOTE 3. TRADING SECURITIES

The Company holds a tax-advantaged economic development bond accounted for at fair value. The security had an amortized cost of $5.5 million and $6.2 million, and a fair value of $5.6 million and $6.1 million, at September 30, 2024 and December 31, 2023, respectively. As discussed further in Note 8 - Derivative Financial Instruments and Hedging Activities, the Company entered into a swap contract to swap-out the fixed rate of the security in exchange for a variable rate. The Company does not purchase securities with the intent of selling them in the near term, and there were no other securities in the trading portfolio at September 30, 2024 or December 31, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. SECURITIES AVAILABLE FOR SALE, HELD TO MATURITY, AND

EQUITY SECURITIES

The following is a summary of securities available for sale, held to maturity, and marketable equity securities:


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Allowance
September 30, 2024
Securities available for sale
U.S. Treasuries	$	6,896	$	11	$	—	$	6,907
Municipal bonds and obligations	64,050		289		(1,408)		62,931		—
Agency collateralized mortgage obligations	308,857		340		(56,765)		252,432		—
Agency mortgage-backed securities	276,077		9		(43,155)		232,931		—
Agency commercial mortgage-backed securities	86,714		—		(16,148)		70,566		—
Corporate bonds	38,697		23		(3,403)		35,317		—
Other bonds and obligations	655		67		(66)		656		—
Total securities available for sale	781,946		739		(120,945)		661,740		—

Securities held to maturity
Municipal bonds and obligations	236,707		421		(17,087)		220,041		45
Agency collateralized mortgage obligations	103,272		—		(15,332)		87,940		—
Agency mortgage-backed securities	44,465		—		(7,048)		37,417		—
Agency commercial mortgage-backed securities	126,312		—		(22,001)		104,311		—
Tax advantaged economic development bonds	1,244		—		(36)		1,208		20
Other bonds and obligations	277		—		—		277		—
Total securities held to maturity	512,277		421		(61,504)		451,194		65

Equity securities	15,035		—		(1,757)		13,278		—
Total	$	1,309,258	$	1,160	$	(184,206)	$	1,126,212	$	65


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Allowance
December 31, 2023
Securities available for sale
U.S. Treasuries	$	7,980	$	1	$	—	$	7,981	$	—
Municipal bonds and obligations	64,788		494		(1,429)		63,853		—
Agency collateralized mortgage obligations	426,986		—		(79,112)		347,874		—
Agency mortgage-backed securities	492,633		2		(75,155)		417,480		—
Agency commercial mortgage-backed securities	174,879		—		(29,553)		145,326		—
Corporate bonds	43,291		34		(4,210)		39,115		—

Other bonds and obligations	655		67		(66)		656		—
Total securities available for sale	1,211,212		598		(189,525)		1,022,285		—

Securities held to maturity
Municipal bonds and obligations	251,046		698		(16,987)		234,757		48
Agency collateralized mortgage obligations	112,929		—		(18,360)		94,569		—
Agency mortgage-backed securities	47,379		—		(8,052)		39,327		—
Agency commercial mortgage-backed securities	130,169		—		(24,368)		105,801		—
Tax advantaged economic development bonds	1,540		6		(60)		1,486		20
Other bonds and obligations	288		—		—		288		—
Total securities held to maturity	543,351		704		(67,827)		476,228		68

Equity securities	15,035		—		(2,006)		13,029		—
Total	$	1,769,598	$	1,302	$	(259,358)	$	1,511,542	$	68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the activity in the allowance for credit losses for debt securities held to maturity by security type for the three and nine months ended September 30, 2024 and 2023:


(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at June 30, 2024	$	45	$	20	$	65
Provision for credit losses	—		—		—
Balance at September 30, 2024	$	45	$	20	$	65


(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at June 30, 2023	$	49	$	22	$	71
(Benefit) for credit losses	(1)		(1)		(2)
Balance at September 30, 2023	$	48	$	21	$	69


(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at December 31, 2023	$	48	$	20	$	68
(Benefit) for credit losses	(3)		—		(3)
Balance at September 30, 2024	$	45	$	20	$	65


(In thousands)	Municipal bonds and obligations		Tax advantaged economic development bonds		Total
Balance at December 31, 2022	$	66	$	25	$	91
(Benefit) for credit losses	(18)		(4)		(22)
Balance at September 30, 2023	$	48	$	21	$	69

Credit Quality Information

The Company monitors the credit quality of held to maturity securities through credit ratings from various rating agencies. Credit ratings express opinions about the credit quality of a security and are utilized by the Company to make informed decisions. Investment grade securities are rated BBB-/Baa3 or higher and generally considered by the rating agencies and market participants to be of low credit risk. Conversely, securities rated below investment grade are considered to have distinctively higher credit risk than investment grade securities. For securities without credit ratings, the Company utilizes other financial information indicating the financial health of the underlying municipality, agency, or organization.

As of September 30, 2024, none of the Company's investment securities were delinquent or in non-accrual status.

The amortized cost and estimated fair value of available for sale (“AFS”) and held to maturity (“HTM”) securities segregated by contractual maturity at September 30, 2024 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities are shown in total, as their maturities are highly variable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Available for sale				Held to maturity
	Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value

Within 1 year	$	7,271	$	7,281	$	646	$	646
Over 1 year to 5 years	19,220		18,903		1,910		1,904
Over 5 years to 10 years	48,936		45,939		48,372		48,226
Over 10 years	34,871		33,688		187,300		170,750
Total bonds and obligations	110,298		105,811		238,228		221,526


Mortgage-backed securities	671,648		555,929		274,049		229,668
Total	$	781,946	$	661,740	$	512,277	$	451,194

During the three and nine months ended September 30, 2024, purchases of AFS securities totaled $46.4 million and $54.2 million, respectively. During the three months ended September 30, 2024, there were no sales of AFS securities. During the nine months ended September 30, 2024, proceeds from sales of AFS securities totaled $361.9 million. During the three and nine months ended September 30, 2023, purchases of AFS securities totaled $7.8 million and $44.6 million, respectively. During the three and nine months ended September 30, 2023, there were no sales of AFS securities. During the three months ended September 30, 2024, there were no gross gains or losses. During the nine months ended September 30, 2024, gross gains totaled $5.1 million and gross losses totaled $54.9 million. During the three and nine months ended September 30, 2023 there were no gross gains or losses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Securities available for sale and held to maturity with unrealized losses, segregated by the duration of their continuous unrealized loss positions, are summarized as follows:


	Less Than Twelve Months				Over Twelve Months				Total
	Gross				Gross				Gross
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(In thousands)	Losses		Value		Losses		Value		Losses		Value
September 30, 2024

Securities available for sale
U.S. Treasuries	$	—	$	—	$	—	$	—	$	—	$	—
Municipal bonds and obligations	61		10,885		1,347		26,465		1,408		37,350
Agency collateralized mortgage obligations	—		—		56,765		212,953		56,765		212,953
Agency mortgage-backed securities	—		—		43,155		232,132		43,155		232,132
Agency commercial mortgage-backed securities	—		—		16,148		70,566		16,148		70,566
Corporate bonds	—		—		3,403		34,501		3,403		34,501

Other bonds and obligations	—		—		66		295		66		295



Total securities available for sale	$	61	$	10,885	$	120,884	$	576,912	$	120,945	$	587,797

Securities held to maturity
Municipal bonds and obligations	$	107	$	34,770	$	16,980	$	115,023	$	17,087	$	149,793
Agency collateralized mortgage obligations	—		—		15,332		87,940		15,332		87,940
Agency mortgage-backed securities	—		—		7,048		37,417		7,048		37,417
Agency commercial mortgage-backed securities	—		—		22,001		104,311		22,001		104,311
Tax advantaged economic development bonds	5		370		31		838		36		1,208
Total securities held to maturity	112		35,140		61,392		345,529		61,504		380,669

Total	$	173	$	46,025	$	182,276	$	922,441	$	182,449	$	968,466

December 31, 2023

Securities available for sale
Municipal bonds and obligations	$	76	$	9,326	$	1,353	$	22,739	$	1,429	$	32,065
Agency collateralized mortgage obligations	—		—		79,112		347,874		79,112		347,874
Agency mortgage-backed securities	1		22		75,154		417,151		75,155		417,173
Agency commercial mortgage-backed securities	—		—		29,553		145,326		29,553		145,326
Corporate bonds	457		6,543		3,753		31,690		4,210		38,233

Other bonds and obligations	—		—		66		295		66		295



Total securities available for sale	$	534	$	15,891	$	188,991	$	965,075	$	189,525	$	980,966

Securities held to maturity
Municipal bonds and obligations	$	229	$	28,895	$	16,758	$	92,063	$	16,987	$	120,958
Agency collateralized mortgage obligations	1		21		18,359		94,548		18,360		94,569
Agency mortgage-backed securities	—		—		8,052		39,327		8,052		39,327
Agency commercial mortgage-backed securities	—		—		24,368		105,801		24,368		105,801
Tax advantaged economic development bonds	—		—		60		922		60		922
Total securities held to maturity	230		28,916		67,597		332,661		67,827		361,577
Total	$	764	$	44,807	$	256,588	$	1,297,736	$	257,352	$	1,342,543

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Securities

The Company expects to recover its amortized cost basis on all debt securities in its AFS and HTM portfolios. Furthermore, the Company does not intend to sell nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of September 30, 2024, prior to this recovery. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions as well as its historically low portfolio turnover.

The following summarizes, by investment security type, the basis for the conclusion that the debt securities in an unrealized loss position within the Company’s AFS and HTM portfolios were not other-than-temporarily impaired at September 30, 2024:

AFS municipal bonds and obligations

At September 30, 2024, 40 of the 91 securities in the Company’s portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 3.6% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company has determined that the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for that risk. There were no material underlying credit downgrades during the quarter. All securities are performing.

AFS collateralized mortgage obligations

At September 30, 2024, 37 of the 40 securities in the Company’s portfolio of AFS collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented 21.1% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and Government National Mortgage Association (“GNMA”) guarantee the contractual cash flows of all of the Company’s collateralized mortgage obligations. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

AFS commercial and residential mortgage-backed securities

At September 30, 2024, 28 of the 28 securities in the Company’s portfolio of AFS mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 16.4% of the amortized cost of securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of all of the Company’s mortgage-backed securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

AFS corporate bonds

At September 30, 2024, 13 of the 14 securities in the Company’s portfolio of AFS corporate bonds were in unrealized loss positions. Aggregate unrealized losses represents 9.0% of the amortized cost of the bonds in unrealized loss positions. The Company reviews the financial strength of all of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities. All securities are performing.

AFS other bonds and obligations

At September 30, 2024, 2 of the 3 securities in the Company’s portfolio of AFS other bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represents 18.3% of the amortized cost of the bonds in unrealized loss positions. The Company reviews the financial strength of all of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities. All securities are performing.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HTM municipal bonds and obligations

At September 30, 2024, 111 of the 161 securities in the Company’s portfolio of HTM municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 10.2% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company has determined that the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for that risk. There were no material underlying credit downgrades during the quarter. All securities are performing.

HTM collateralized mortgage obligations

At September 30, 2024, 12 of the 12 securities in the Company’s portfolio of HTM collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented 14.9% of the amortized cost of the securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of all of the Company's collateralized residential mortgage obligations. The securities are investment grade rated, and there were no material underlying credit downgrades during the quarter. All securities are performing.

HTM commercial and residential mortgage-backed securities

At September 30, 2024, 17 of the 17 securities in the Company’s portfolio of HTM mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 17.0% of the amortized cost of securities in unrealized loss positions. The FNMA, FHLMC, and GNMA guarantee the contractual cash flows of the Company’s mortgage-backed securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

HTM tax-advantaged economic development bonds

At September 30, 2024, 2 of the 2 securities in the Company’s portfolio of tax-advantaged economic development bonds were in unrealized loss positions. Aggregate unrealized losses represented 2.9% of the amortized cost of securities in unrealized loss positions. The Company believes that more likely than not all the principal outstanding will be collected. All securities are performing.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following is a summary of total loans by regulatory call report code with sub-segmentation based on underlying collateral for certain loan types:


(In thousands)	September 30, 2024		December 31, 2023
Construction	$	661,577	$	640,371
Commercial multifamily	663,484		599,145
Commercial real estate owner occupied	769,428		628,646
Commercial real estate non-owner occupied	2,629,198		2,606,409
Commercial and industrial	1,379,968		1,359,249

Residential real estate	2,765,410		2,760,312
Home equity	221,423		224,223
Consumer other	121,834		221,331
Total loans	$	9,212,322	$	9,039,686

Allowance for credit losses	(112,047)		(105,357)
Net loans	$	9,100,275	$	8,934,329

During the three months ended September 30, 2024, $44.6 million of consumer loans were reclassified to loans held for sale on the Consolidated Balance Sheets, reflecting the Company's intent to sell these loans. Held for sale loans are not contained in the balances within this note and are accounted for at the lower of carrying value or fair market value.

Risk characteristics relevant to each portfolio segment are as follows:

Construction - Loans in this segment primarily include real estate development loans for which payment is derived from sale of the property or long term financing at completion. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

Commercial real estate multifamily, owner occupied and non-owner - Loans in these segments are primarily owner-occupied or income-producing properties throughout New England and Northeastern New York. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment. Management monitors the cash flows of these loans.

Commercial and industrial loans - Loans in this segment are made to businesses and are generally secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Repayment is expected from the cash flows of the business. Loans in this segment include asset based loans which generally have no scheduled repayment and which are closely monitored against formula based collateral advance ratios. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Residential real estate - All loans in this segment are collateralized by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Home equity and other consumer loans - Loans in this segment are primarily home equity lines of credit, automobile loans and other consumer loans. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Allowance for Credit Losses for Loans

The Allowance for Credit Losses for Loans (“ACLL”) is comprised of the allowance for credit losses, and the allowance for unfunded commitments is accounted for as a separate liability in other liabilities on the balance sheet. The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company uses a static pool migration analysis method, applying expected historical loss trend and observed economic metrics. The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing a 7 quarter reasonable and supportable forecast period with a 1 year reversion period. The ACLL reserve is overlaid with qualitative factors based upon:

•the existence and growth of concentrations of credit;

•the volume and severity of past due financial assets, including nonaccrual assets;

•the institutions lending and credit review as well as the experience and ability of relevant management and staff and;

•the effect of other external factors such as regulatory, competition, regional market conditions, legal and technological environment and other events such as natural disasters;

•the effect of other economic factors such as economic stimulus and customer forbearance programs.

The allowance for unfunded commitments is maintained at a level by the Company to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in other liabilities on the Consolidated Balance Sheets.

The Company’s activity in the allowance for credit losses for loans for the three and nine months ended September 30, 2024 and September 30, 2023 was as follows:


(In thousands)	Balance at Beginning of Period		Charge-offs		Recoveries		Provision/(Benefit) for Credit Losses		Balance at End of Period
Three months ended September 30, 2024
Construction	$	2,776	$	—	$	—	$	1,175	$	3,951
Commercial multifamily	3,235		(1,164)		—		1,538		3,609
Commercial real estate owner occupied	10,871		(22)		95		1,145		12,089
Commercial real estate non-owner occupied	35,843		(36)		109		1,101		37,017
Commercial and industrial	22,843		(1,731)		716		1,805		23,633

Residential real estate	22,604		—		283		(974)		21,913
Home equity	2,094		—		3		331		2,428
Consumer other	11,901		(4,138)		265		(621)		7,407
Total allowance for credit losses	$	112,167	$	(7,091)	$	1,471	$	5,500	$	112,047

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Balance at Beginning of Period		Adoption of ASU No. 2022-02		Charge-offs		Recoveries		Provision/(Benefit) for Credit Losses		Balance at End of Period
Three months ended September 30, 2023
Construction	$	1,553	$	—	$	—	$	—	$	1,949	$	3,502
Commercial multifamily	2,066		—		—		—		339		2,405
Commercial real estate owner occupied	10,343		—		(25)		116		(979)		9,455
Commercial real estate non-owner occupied	36,322		—		(1)		20		(3,059)		33,282
Commercial and industrial	18,741		—		(3,997)		617		3,158		18,519

Residential real estate	18,218		—		(72)		92		1,766		20,004
Home equity	2,572		—		(71)		278		(677)		2,102
Consumer other	10,404		—		(2,578)		192		5,505		13,523
Total allowance for credit losses	$	100,219	$	—	$	(6,744)	$	1,315	$	8,002	$	102,792


(In thousands)	Balance at Beginning of Period		Charge-offs		Recoveries		Provision/(Benefit) for Credit Losses		Balance at End of Period
Nine months ended September 30, 2024
Construction	$	2,885	$	—	$	—	$	1,066	$	3,951
Commercial multifamily	2,475		(1,164)		—		2,298		3,609
Commercial real estate owner occupied	9,443		(228)		203		2,671		12,089
Commercial real estate non-owner occupied	38,221		(36)		215		(1,383)		37,017
Commercial and industrial	18,602		(5,144)		1,629		8,546		23,633

Residential real estate	19,622		(45)		842		1,494		21,913
Home equity	2,015		—		249		164		2,428
Consumer other	12,094		(9,355)		1,522		3,146		7,407
Total allowance for credit losses	$	105,357	$	(15,972)	$	4,660	$	18,002	$	112,047


(In thousands)	Balance at Beginning of Period		Adoption of ASU No. 2022-02		Charge-offs		Recoveries		Provision/(benefit) for Credit Losses		Balance at End of Period
Nine months ended September 30, 2023
Construction	$	1,227	$	—	$	(1)	$	—	$	2,276	$	3,502
Commercial multifamily	1,810		—		—		6		589		2,405
Commercial real estate owner occupied	10,739		24		(489)		758		(1,577)		9,455
Commercial real estate non-owner occupied	30,724		—		(1)		195		2,364		33,282
Commercial and industrial	18,743		(23)		(14,625)		1,736		12,688		18,519

Residential real estate	18,666		2		(313)		555		1,094		20,004
Home equity	2,173		—		(88)		437		(420)		2,102
Consumer other	12,188		(404)		(6,848)		580		8,007		13,523
Total allowance for credit losses	$	96,270	$	(401)	$	(22,365)	$	4,267	$	25,021	$	102,792

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (other liabilities on the consolidated balance sheets), with adjustments to the reserve recognized in other noninterest expense in the Consolidated Statements of Income. The Company’s activity in the allowance for credit losses on unfunded commitments for the three and nine months ended September 30, 2024 and 2023 was as follows:


	Three Months Ended September 30,
(In thousands)	2024		2023
Balance at beginning of period	$	9,256	$	8,687


Expense for credit losses	565		300
Balance at end of period	$	9,821	$	8,987


	Nine Months Ended September 30,
(In thousands)	2024		2023
Balance at beginning of period	$	9,256	$	8,588


Expense for credit losses	565		399
Balance at end of period	$	9,821	$	8,987

Credit Quality Information

The Company monitors the credit quality of its portfolio by using internal risk ratings that are based on regulatory guidance. Loans that are given a Pass rating are not considered a problem credit. Loans that are classified as Special Mention loans are considered to have potential weaknesses and are evaluated closely by management. Substandard, including non-accruing loans, are loans for which a definitive weakness has been identified and which may make full collection of contractual cash flows questionable. Doubtful loans are those with identified weaknesses that make full collection of contractual cash flows, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

For commercial credits, the Company assigns an internal risk rating at origination and reviews the rating annual, semiannually, or quarterly depending on the risk rating. The rating is also reassessed at any point in time when management becomes aware of information that may affect the borrower’s ability to fulfill their obligations.

The Company risk rates its residential mortgages, including 1-4 family and residential construction loans, based on a three rating system: Pass, Special Mention, and Substandard. Loans that are current within 59 days are rated Pass. Residential mortgages that are 60-89 days delinquent are rated Special Mention. Loans delinquent for 90 days or greater are rated Substandard and generally placed on non-accrual status.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Company’s loans by risk category:


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of September 30, 2024
Construction
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Risk rating
Pass	$	23,139	$	124,651	$	434,632	$	59,489	$	—	$	1,138	$	—	$	—	$	643,049
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		18,528		—		—		—		—		18,528
Total	$	23,139	$	124,651	$	434,632	$	78,017	$	—	$	1,138	$	—	$	—	$	661,577
Commercial multifamily:
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	1,164	$	—	$	—	$	1,164

Risk rating
Pass	$	81,287	$	18,097	$	203,684	$	69,594	$	38,407	$	244,800	$	506	$	—	$	656,375
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		239		2,497		4,373		—		—		7,109
Total	$	81,287	$	18,097	$	203,684	$	69,833	$	40,904	$	249,173	$	506	$	—	$	663,484
Commercial real estate owner occupied:
Current period gross write-offs	$	—	$	—	$	45	$	57	$	—	$	126	$	—	$	—	$	228

Risk rating
Pass	$	86,777	$	93,390	$	158,857	$	98,990	$	69,022	$	234,095	$	3,373	$	—	$	744,504
Special Mention	1,860		1,383		964		7,129		222		5,052		—		—		16,610
Substandard	—		—		411		772		43		7,088		—		—		8,314
Total	$	88,637	$	94,773	$	160,232	$	106,891	$	69,287	$	246,235	$	3,373	$	—	$	769,428
Commercial real estate non-owner occupied:
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	36	$	—	$	—	$	36

Risk rating
Pass	$	152,463	$	423,575	$	547,513	$	414,539	$	143,949	$	865,768	$	5,810	$	1,500	$	2,555,117
Special Mention	—		—		—		—		223		41,173		—		—		41,396
Substandard	—		—		371		2,804		—		27,254		2,256		—		32,685
Total	$	152,463	$	423,575	$	547,884	$	417,343	$	144,172	$	934,195	$	8,066	$	1,500	$	2,629,198
Commercial and industrial:
Current period gross write-offs	$	—	$	630	$	1,154	$	837	$	106	$	2,417	$	—	$	—	$	5,144

Risk rating
Pass	$	162,483	$	106,993	$	136,689	$	99,758	$	22,783	$	112,678	$	645,314	$	1,110	$	1,287,808
Special Mention	173		1,641		22,116		1,386		1,908		2,368		13,721		—		43,313
Substandard	—		1,270		2,182		11,417		1,556		12,762		19,508		152		48,847

Total	$	162,656	$	109,904	$	160,987	$	112,561	$	26,247	$	127,808	$	678,543	$	1,262	$	1,379,968

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Residential real estate
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	45	$	—	$	—	$	45

Risk rating
Pass	$	215,826	$	551,667	$	925,169	$	250,784	$	80,583	$	730,662	$	177	$	—	$	2,754,868
Special Mention	—		—		653		—		—		1,227		—		—		1,880
Substandard	—		—		124		919		376		7,243		—		—		8,662
Total	$	215,826	$	551,667	$	925,946	$	251,703	$	80,959	$	739,132	$	177	$	—	$	2,765,410

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of December 31, 2023
Construction
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	1	$	—	$	—	$	1
Risk rating
Pass	$	104,507	$	346,419	$	138,802	$	29,176	$	2,545	$	1,098	$	—	$	—	$	622,547
Special Mention	—		—		512		—		—		—		—		—		512
Substandard	—		—		17,312		—		—		—		—		—		17,312
Total	$	104,507	$	346,419	$	156,626	$	29,176	$	2,545	$	1,098	$	—	$	—	$	640,371

Commercial multifamily:
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Risk rating
Pass	$	16,020	$	216,477	$	56,817	$	26,566	$	94,733	$	179,923	$	377	$	—	$	590,913
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		242		2,554		—		5,436		—		—		8,232
Total	$	16,020	$	216,477	$	57,059	$	29,120	$	94,733	$	185,359	$	377	$	—	$	599,145

Commercial real estate owner occupied:
Current period gross write-offs	$	—	$	—	$	—	$	380	$	—	$	109	$	—	$	—	$	489
Risk rating
Pass	$	97,271	$	120,327	$	122,151	$	37,914	$	70,393	$	165,224	$	2,653	$	—	$	615,933
Special Mention	—		—		424		222		—		788		—		—		1,434
Substandard	—		—		81		47		4,703		6,448		—		—		11,279
Total	$	97,271	$	120,327	$	122,656	$	38,183	$	75,096	$	172,460	$	2,653	$	—	$	628,646

Commercial real estate non-owner occupied:
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	65	$	—	$	—	$	65
Risk rating
Pass	$	404,687	$	591,897	$	385,247	$	135,134	$	277,870	$	736,566	$	4,553	$	—	$	2,535,954
Special Mention	—		—		—		229		19,465		726		—		—		20,420
Substandard	—		—		—		6,814		13,483		29,738		—		—		50,035
Total	$	404,687	$	591,897	$	385,247	$	142,177	$	310,818	$	767,030	$	4,553	$	—	$	2,606,409

Commercial and industrial:
Current period gross write-offs	$	—	$	1,154	$	863	$	2,763	$	1,496	$	9,283	$	2,313	$	—	$	17,872
Risk rating
Pass	$	142,946	$	203,126	$	118,191	$	69,722	$	39,437	$	112,770	$	554,153	$	—	$	1,240,345
Special Mention	526		23,149		3,735		1,621		610		1,353		35,244		—		66,238
Substandard	432		761		11,702		1,135		3,785		12,538		22,313		—		52,666

Total	$	143,904	$	227,036	$	133,628	$	72,478	$	43,832	$	126,661	$	611,710	$	—	$	1,359,249

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
Residential real estate
Current period gross write-offs	$	—	$	50	$	—	$	50	$	174	$	39	$	—	$	—	$	313
Risk rating
Pass	$	599,124	$	973,031	$	266,055	$	88,302	$	66,837	$	755,372	$	81	$	—	$	2,748,802
Special Mention	—		—		—		—		140		664		—		—		804
Substandard	—		129		1,176		379		574		8,448		—		—		10,706
Total	$	599,124	$	973,160	$	267,231	$	88,681	$	67,551	$	764,484	$	81	$	—	$	2,760,312

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For home equity and consumer other loan portfolio segments, Berkshire evaluates credit quality based on the aging status of the loan and by payment activity. The performing or nonperforming status is updated on an ongoing basis dependent upon improvement and deterioration in credit quality. The following table presents the amortized cost based on payment activity:


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of September 30, 2024
Home equity:
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Payment performance
Performing	$	—	$	—	$	—	$	—	$	427	$	2,462	$	217,865	$	—	$	220,754
Nonperforming	—		—		—		—		—		—		669		—		669
Total	$	—	$	—	$	—	$	—	$	427	$	2,462	$	218,534	$	—	$	221,423

Consumer other:
Current period gross write-offs	$	—	$	191	$	8,351	$	680	$	3	$	130	$	—	$	—	$	9,355

Payment performance
Performing	$	25,272	$	36,561	$	27,308	$	11,226	$	4,105	$	7,543	$	9,541	$	—	$	121,556
Nonperforming	—		51		53		13		—		159		2		—		278
Total	$	25,272	$	36,612	$	27,361	$	11,239	$	4,105	$	7,702	$	9,543	$	—	$	121,834


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of December 31, 2023
Home equity:
Current period gross write-offs	$	—	$	—	$	—	$	70	$	—	$	—	$	18	$	—	$	88
Payment performance
Performing	$	—	$	—	$	—	$	439	$	—	$	2,614	$	220,209	$	—	$	223,262
Nonperforming	—		—		—		—		—		—		961		—		961
Total	$	—	$	—	$	—	$	439	$	—	$	2,614	$	221,170	$	—	$	224,223

Consumer other:
Current period gross write-offs	$	109	$	8,843	$	1,149	$	11	$	78	$	239	$	—	$	—	$	10,429
Payment performance
Performing	$	49,588	$	108,284	$	19,679	$	5,843	$	7,054	$	19,587	$	10,614	$	—	$	220,649
Nonperforming	77		104		47		26		110		284		34		—		682
Total	$	49,665	$	108,388	$	19,726	$	5,869	$	7,164	$	19,871	$	10,648	$	—	$	221,331

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of loans by past due status at September 30, 2024 and December 31, 2023:


(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans
September 30, 2024
Construction	$	—	$	594	$	—	$	594	$	660,983	$	661,577
Commercial multifamily	379		429		4,612		5,420		658,064		663,484
Commercial real estate owner occupied	1,645		615		2,279		4,539		764,889		769,428
Commercial real estate non-owner occupied	37		—		3,578		3,615		2,625,583		2,629,198
Commercial and industrial	3,514		703		8,453		12,670		1,367,298		1,379,968
Residential real estate	6,004		1,227		8,663		15,894		2,749,516		2,765,410
Home equity	517		751		1,505		2,773		218,650		221,423
Consumer other	1,215		897		1,160		3,272		118,562		121,834
Total	$	13,311	$	5,216	$	30,250	$	48,777	$	9,163,545	$	9,212,322


(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans
December 31, 2023
Construction	$	—	$	—	$	—	$	—	$	640,371	$	640,371
Commercial multifamily	5,436		187		—		5,623		593,522		599,145
Commercial real estate owner occupied	581		286		804		1,671		626,975		628,646
Commercial real estate non-owner occupied	139		251		3,798		4,188		2,602,221		2,606,409
Commercial and industrial	2,749		689		8,769		12,207		1,347,042		1,359,249

Residential real estate	5,669		943		10,687		17,299		2,743,013		2,760,312
Home equity	707		498		1,281		2,486		221,737		224,223
Consumer other	2,363		1,642		1,606		5,611		215,720		221,331
Total	$	17,644	$	4,496	$	26,945	$	49,085	$	8,990,601	$	9,039,686

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of loans on nonaccrual status and loans past due 90 days or more and still accruing as of September 30, 2024 and December 31, 2023:



(In thousands)	Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or Greater and Accruing		Interest Income Recognized on Nonaccrual
September 30, 2024
Construction	$	—	$	—	$	—	$	—
Commercial multifamily	4,612		4,216		—		—
Commercial real estate owner occupied	2,279		1,543		—		—
Commercial real estate non-owner occupied	3,578		3,526		—		—
Commercial and industrial	8,028		4,865		425		—

Residential real estate	4,525		1,353		4,138		—
Home equity	669		52		836		—
Consumer other	278		—		882		—
Total	$	23,969	$	15,555	$	6,281	$	—

The commercial and industrial loans nonaccrual amortized cost as of September 30, 2024 included medallion loans with a fair value of $0.3 million and a contractual balance of $6.6 million.


(In thousands)	Nonaccrual Amortized Cost		Nonaccrual With No Related Allowance		Past Due 90 Days or Greater and Accruing		Interest Income Recognized on Nonaccrual
December 31, 2023
Construction	$	—	$	—	$	—	$	—
Commercial multifamily	—		—		—		—
Commercial real estate owner occupied	605		285		199		—
Commercial real estate non-owner occupied	3,798		45		—		—
Commercial and industrial	8,665		5,586		104		—

Residential real estate	6,696		2,796		3,991		—
Home equity	961		122		320		—
Consumer other	682		—		924		—
Total	$	21,407	$	8,834	$	5,538	$	—

The commercial and industrial loans nonaccrual amortized cost as of December 31, 2023 included medallion loans with a fair value of $0.4 million and a contractual balance of $8.8 million.

The following table summarizes information about total loans rated Special Mention or lower at September 30, 2024 and December 31, 2023. The table below includes consumer loans that are Special Mention and Substandard accruing that are classified as performing based on payment activity.


(In thousands)	September 30, 2024		December 31, 2023
Non-Accrual	$	23,969	$	21,407
Substandard Accruing	102,830		131,689
Total Classified	126,799		153,096
Special Mention	104,832		91,502
Total Criticized	$	231,631	$	244,598

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral-dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of individually analyzed collateral-dependent loans by loan portfolio segment:


	Type of Collateral
(In thousands)	Real Estate		Investment Securities/Cash		Other
September 30, 2024
Construction	$	—	$	—	$	—
Commercial multifamily	4,216		—		—
Commercial real estate owner occupied	1,563		—		—
Commercial real estate non-owner occupied	309		—		—
Commercial and industrial	4,129		—		736

Residential real estate	1,548		—		—
Home equity	52		—		—
Consumer other	—		—		—
Total loans	$	11,817	$	—	$	736

December 31, 2023
Construction	$	—	$	—	$	—
Commercial multifamily	—		—		—
Commercial real estate owner occupied	650		—		—
Commercial real estate non-owner occupied	342		—		—
Commercial and industrial	4,788		—		944

Residential real estate	5,035		—		—
Home equity	135		—		—
Consumer other	40		—		—
Total loans	$	10,990	$	—	$	944

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Modified Loans

Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension and principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following tables present the amortized cost basis of loans at September 30, 2024 and September 30, 2023 that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024 and September 30, 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:


(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Three months ended September 30, 2024
Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%
Commercial multifamily	—		—		—		—		—		—		—
Commercial real estate owner occupied	—		—		—		—		—		—		—
Commercial real estate non-owner occupied	—		—		—		—		—		—		—
Commercial and industrial	—		—		12,181		—		—		—		0.88
Residential real estate	—		—		—		—		—		—		—
Home equity	—		—		—		—		—		—		—
Consumer other	—		—		—		—		—		—		—
Total	$	—	$	—	$	12,181	$	—	$	—	$	—	0.04	%

The Company has committed to lend additional amounts totaling $5.8 million to the commercial and industrial borrowers included in the previous table.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Three months ended September 30, 2023
Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%
Commercial multifamily	—		—		—		—		—		—		—
Commercial real estate owner occupied	—		—		—		—		—		—		—
Commercial real estate non-owner occupied	—		—		—		—		—		—		—
Commercial and industrial	—		34		6,240		—		—		—		0.46
Residential real estate	—		—		—		—		—		—		—
Home equity	—		—		—		—		—		—		—
Consumer other	—		—		—		—		—		—		—
Total	$	—	$	34	$	6,240	$	—	$	—	$	—	0.07	%

The Company has not committed to lend additional amounts to the borrowers included in the previous table.


(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Nine months ended September 30, 2024
Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%
Commercial multifamily	—		—		—		—		—		—		—
Commercial real estate owner occupied	—		—		—		—		—		—		—
Commercial real estate non-owner occupied	—		—		648		—		—		—		0.02
Commercial and industrial	—		108		15,918		297		—		—		1.15
Residential real estate	—		—		—		—		—		—		—
Home equity	—		—		—		—		—		—		—
Consumer other	—		—		—		—		—		—		—
Total	$	—	$	108	$	16,566	$	297	$	—	$	—	0.08	%

The Company has committed to lend additional amounts totaling $5.8 million to the commercial and industrial borrowers included in the previous table.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Term Extension and Principal Forgiveness		Combination Term Extension and Interest Rate Reduction		Total Class of Financing Receivable
Nine months ended September 30, 2023
Construction	$	—	$	—	$	—	$	—	$	—	$	—	—	%
Commercial multifamily	—		—		—		—		—		—		—
Commercial real estate owner occupied	—		387		—		—		—		—		0.06
Commercial real estate non-owner occupied	—		—		11,733		—		—		—		0.85
Commercial and industrial	—		34		7,531		—		10		—		0.56
Residential real estate	—		—		—		—		—		—		—
Home equity	—		—		—		—		—		—		—
Consumer other	—		—		—		—		—		—		—
Total	$	—	$	421	$	19,264	$	—	$	10	$	—	0.22	%

The Company has not committed to lend additional amounts to the borrowers included in the previous table.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. As of September 30, 2024 and September 30, 2023, there were no loans that were modified to borrowers experiencing financial difficulty that were past due.

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three and nine months ended September 30, 2024 and September 30, 2023.


(In thousands)	Principal Forgiveness		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (months)
Three months ended September 30, 2024
Construction	$	—	—	%	0
Commercial multifamily	—		—		0
Commercial real estate owner occupied	—		—		0
Commercial real estate non-owner occupied	—		—		0
Commercial and industrial	—		—		9
Residential real estate	—		—		0
Home equity	—		—		0
Consumer other	—		—		0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Principal Forgiveness		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (months)
Three months ended September 30, 2023
Construction	$	—	—	%	0
Commercial multifamily	—		—		0
Commercial real estate owner occupied	—		—		0
Commercial real estate non-owner occupied	—		—		0
Commercial and industrial	—		—		17
Residential real estate	—		—		0
Home equity	—		—		0
Consumer other	—		—		0


(In thousands)	Principal Forgiveness		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (months)
Nine months ended September 30, 2024
Construction	$	—	—	%	0
Commercial multifamily	—		—		0
Commercial real estate owner occupied	—		—		0
Commercial real estate non-owner occupied	—		—		62
Commercial and industrial	—		10.75		10
Residential real estate	—		—		0
Home equity	—		—		0
Consumer other	—		—		0


(In thousands)	Principal Forgiveness		Weighted Average Interest Rate Reduction		Weighted Average Term Extension (months)
Nine months ended September 30, 2023
Construction	$	—	—	%	0
Commercial multifamily	—		—		0
Commercial real estate owner occupied	—		—		120
Commercial real estate non-owner occupied	—		—		12
Commercial and industrial	—		1.00		34
Residential real estate	—		—		0
Home equity	—		—		0
Consumer other	—		—		0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the amortized cost basis of loans that had a payment default during the three and nine months ended September 30, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

(in thousands)

Principal Forgiveness

Payment Delay

Term Extension

Interest Rate Reduction

Three months ended September 30, 2024

Construction

—

Commercial multifamily

—

Commercial real estate owner occupied

—

Commercial real estate non-owner occupied

—

Commercial and industrial

—

Residential real estate

—

Home equity

—

Consumer other

—

Total

—


(in thousands)	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction
Nine months ended September 30, 2024
Construction	$	—	$	—	$	—	$	—
Commercial multifamily	—		—		—		—
Commercial real estate owner occupied	—		—		—		—
Commercial real estate non-owner occupied	—		—		—		—
Commercial and industrial	—		—		202		—
Residential real estate	—		—		—		—
Home equity	—		—		—		—
Consumer other	—		—		—		—
Total	$	—	$	—	$	202	$	—

There were no loans that had a payment default during the three and nine months ended September 30, 2023 that were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. DEPOSITS

A summary of time deposits is as follows:


(In thousands)	September 30, 2024		December 31, 2023
Time less than $100,000	$	698,611	$	724,911
Time $100,000 through $250,000	1,169,563		1,276,175
Time more than $250,000	651,722		685,164
Total time deposits	$	2,519,896	$	2,686,250

NOTE 7. BORROWED FUNDS

Borrowed funds at September 30, 2024 and December 31, 2023 are summarized as follows:


	September 30, 2024				December 31, 2023
			Weighted				Weighted
			Average				Average
(Dollars in thousands)	Principal		Rate		Principal		Rate
Short-term debt:
Advances from the FHLB	$	353,500	5.73	%	$	260,000	5.54	%

Total short-term borrowings:	353,500		5.73		260,000		5.54
Long-term debt:
Advances from the FHLB and other borrowings	232,042		4.09		125,223		4.80


Subordinated borrowings	98,482		5.50		98,335		5.50
Junior subordinated borrowing - Trust I	15,464		7.21		15,464		7.49
Junior subordinated borrowing - Trust II	7,603		6.91		7,564		7.35

Total long-term borrowings:	353,591		4.68		246,586		5.33
Total	$	707,091	5.20	%	$	506,586	5.44	%

Short-term debt includes Federal Home Loan Bank (“FHLB”) advances with an original maturity of less than one year. The Bank also maintains a $3.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There was no outstanding balance on the FHLB line of credit for the periods ended September 30, 2024 and December 31, 2023. The Bank's available borrowing capacity with the FHLB was $2.2 billion and $2.5 billion for the periods ended September 30, 2024 and December 31, 2023.

The Bank is approved to borrow on a short-term basis from the Federal Reserve Bank of Boston as a non-member bank. The Bank has pledged certain loans and securities to the Federal Reserve Bank to support this arrangement. The Bank had no borrowings with the Federal Reserve Bank under this arrangement during the periods ended September 30, 2024 and December 31, 2023, respectively. The Bank's available borrowing capacity with the Federal Reserve Bank was $1.5 billion and $1.5 billion for the periods ended September 30, 2024 and December 31, 2023, respectively.

Long-term FHLB advances consist of advances with an original maturity of more than one year and are subject to prepayment penalties. There were no callable advances outstanding at September 30, 2024. The advances outstanding at September 30, 2024 included amortizing advances totaling $6.1 million. There were no callable advances outstanding at December 31, 2023. The advances outstanding at December 31, 2023 included amortizing advances totaling $4.2 million. All FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally all residential first mortgage loans and certain securities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of maturities of FHLB advances as of September 30, 2024 is as follows:


	September 30, 2024
			Weighted Average
(In thousands, except rates)	Principal		Rate
Fixed rate advances maturing:
2024	$	270,000	5.44	%
2025	258,500		5.08
2026	25,493		3.75
2027	25,150		3.65
2028 and beyond	6,399		0.71
Total FHLB advances	$	585,542	5.08	%

The Company did not have variable-rate FHLB advances for the periods ended September 30, 2024 and December 31, 2023, respectively.

In June 2022, the Company issued ten year subordinated notes in the amount of $100.0 million. The interest rate is fixed at 5.50% for the first five years. After five years, the notes become callable and will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be Three-Month Term SOFR), plus 249 basis points. The subordinated note includes reduction to the note principal balance of $1.5 million for unamortized debt issuance costs as of September 30, 2024.

The Company holds 100% of the common stock of Berkshire Hills Capital Trust I (“Trust I”) which is included in other assets at a cost of $0.5 million. The sole asset of Trust I is $15.5 million of the Company’s junior subordinated debentures due in 2035. These debentures bear interest at a variable rate equal to 3-month CME Term SOFR plus 1.85% and had a rate of 7.21% and 7.49% at September 30, 2024 and December 31, 2023, respectively. The Company has the right to defer payments of interest for up to five years on the debentures at any time, or from time to time, with certain limitations, including a restriction on the payment of dividends to shareholders while such interest payments on the debentures have been deferred. The Company has not exercised this right to defer payments. The Company has the right to redeem the debentures at par value. Trust I is considered a variable interest entity for which the Company is not the primary beneficiary. Accordingly, Trust I is not consolidated into the Company’s financial statements.

The Company holds 100% of the common stock of SI Capital Trust II (“Trust II”) which is included in other assets at a cost of $0.2 million. The sole asset of Trust II is $8.2 million of the Company’s junior subordinated debentures due in 2036. These debentures bear interest at a variable rate equal to 3-month CME Term SOFR plus 1.70% and had a rate of 6.91% and 7.35% at September 30, 2024 and December 31, 2023, respectively. The Company has the right to defer payments of interest for up to five years on the debentures at any time, or from time to time, with certain limitations, including a restriction on the payment of dividends to shareholders while such interest payments on the debentures have been deferred. The Company has not exercised this right to defer payments. The Company has the right to redeem the debentures at par value. Trust II is considered a variable interest entity for which the Company is not the primary beneficiary. Accordingly, Trust II is not consolidated into the Company’s financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of September 30, 2024, the Company held derivatives with a total notional amount of $4.8 billion. That amount included $0.8 billion in interest rate swap derivatives that were designated as cash flow hedges for accounting purposes. The Company also had economic hedges totaling $4.0 billion and $24.2 million non-hedging derivatives, which are not designated as hedges for accounting purposes with changes in fair value recorded directly through earnings. Economic hedges included interest rate swaps totaling $3.6 billion, risk participation agreements with dealer banks of $0.3 billion, and $5.5 million in forward commitment contracts.

As of December 31, 2023, the Company held derivatives with a total notional amount of $4.8 billion. That amount included $0.6 billion in interest rate swap derivatives and $0.2 billion in interest rate collars that were designated as cash flow hedges for accounting purposes. The Company had economic hedges and non-hedging derivatives totaling $4.0 billion and $11.1 million, respectively, which are not designated as hedges for accounting purposes and are therefore recorded at fair value with changes in fair value recorded directly through earnings. Economic hedges included interest rate swaps totaling $3.6 billion, risk participation agreements with dealer banks of $376.6 million, and $2.2 million in forward commitment contracts.

As part of the Company’s risk management strategy, the Company enters into interest rate swap agreements to mitigate the interest rate risk inherent in certain of the Company’s assets and liabilities. Interest rate swap agreements involve the risk of dealing with both Bank customers and institutional derivative counterparties and their ability to meet contractual terms. The agreements are entered into with counterparties that meet established credit standards and contain master netting and collateral provisions protecting the at-risk party. The derivatives program is overseen by the Risk Management and Capital Committee of the Company’s Board of Directors. Based on adherence to the Company’s credit standards and the presence of the netting and collateral provisions, the Company believes that the credit risk inherent in these contracts was not significant at September 30, 2024.

The Company had no pledged collateral to derivative counterparties in the form of cash as of September 30, 2024. The Company had pledged securities to derivative counterparties with an amortized cost of $9.6 million and a fair value of $9.2 million as of September 30, 2024. The Company does not typically require its commercial customers to post cash or securities as collateral on its program of back-to-back economic hedges. However certain language is written into the International Swaps Dealers Association, Inc. (“ISDA”) and loan documents where, in default situations, the Bank is allowed to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Company may need to post additional collateral in the future in proportion to potential increases in unrealized loss positions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information about derivative assets and liabilities at September 30, 2024, follows:


			Weighted	Weighted Average Rate				Estimated
	Notional		Average			Contract		Fair Value
	Amount		Maturity	Received		pay rate		Asset (Liability)
	(In thousands)		(In years)					(In thousands)
Cash flow hedges:
Interest rate swaps on commercial loans (1)	$	600,000	1.1	3.64	%	5.15	%	$	1,015

Interest rate collars on commercial loans	200,000		1.8					1,116
Total cash flow hedges	800,000							2,131

Economic hedges:
Interest rate swap on tax advantaged economic development bond	$	5,528	5.2	5.70	%	5.09	%	$	(185)
Interest rate swaps on loans with commercial loan customers	1,802,749		4.6	4.60	%	6.10	%	(29,675)
Offsetting interest rate swaps on loans with commercial loan customers (1)	1,802,749		4.6	6.10	%	4.60	%	8,595
Risk participation agreements with dealer banks	343,673		5.3					247
Forward sale commitments	5,536		0.2					52
Total economic hedges	3,960,235							(20,966)

Non-hedging derivatives:
Commitments to lend	24,185		0.2					165
Total non-hedging derivatives	24,185							165

Total	$	4,784,420						$	(18,670)

(1) Fair value estimates included the impact of $19.4 million settled to market contract agreements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information about derivative assets and liabilities at December 31, 2023, follows:


			Weighted	Weighted Average Rate				Estimated
	Notional		Average			Contract		Fair Value
	Amount		Maturity	Received		pay rate		Asset (Liability)
	(In thousands)		(In years)					(In thousands)
Cash flow hedges:
Interest rate swaps on commercial loans	$	600,000	1.9	3.64	%	5.35	%	$	—

Interest rate collars on commercial loans	200,000		2.5					1,658
	800,000							1,658

Economic hedges:
Interest rate swap on tax advantaged economic development bond	$	6,202	5.9	5.82	%	5.09	%	$	(172)
Interest rate swaps on loans with commercial loan customers	1,795,562		4.9	4.36	%	6.27	%	(63,865)
Offsetting interest rate swaps on loans with commercial loan customers (1)	1,795,562		4.9	6.27	%	4.36	%	32,053
Risk participation agreements with dealer banks	376,553		5.5					(18)
Forward sale commitments	2,207		0.2					21
Total economic hedges	3,976,086							(31,981)

Non-hedging derivatives:
Commitments to lend	11,104		0.2					34
Total non-hedging derivatives	11,104							34

Total	$	4,787,190						$	(30,289)

(1) Fair value estimates included the impact of $26.7 million settled to market contract agreements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash flow hedges

The effective portion of unrealized changes in the fair value of derivatives accounted for as cash flow hedges is reported in other comprehensive income and subsequently reclassified to earnings in the same period or periods during which the hedged transaction is forecasted to affect earnings. Each quarter, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction. The ineffective portion of changes in the fair value of the derivatives is recognized directly in earnings. All cash flow hedges are considered

highly effective.

As of September 30, 2024, the Company had eight interest rate swap contracts with a notional value of $600.0 million. The interest rate swaps have durations of one to two years. This hedge strategy converts commercial variable rate loans to fixed interest rates, thereby protecting the Company from floating interest rate variability.

As of September 30, 2024, the Company had two interest rate collars. The first interest rate collar has a 3.00% floor and a 5.75% cap with a notional value of $100.0 million. The second interest rate collar has a 3.25% floor and a 5.75% cap with a notional value of $100.0 million. The interest rate collars have durations of one to two years. The structure of these instruments is such that the Company pays the counterparty an incremental amount if the collar index exceeds the cap rate. Conversely, the Company receives an incremental amount if the index falls below the floor rate. No payments are required if the collar index falls between the cap and floor rates.

Amounts included in the Consolidated Statements of Income and in the other comprehensive income section of the Consolidated Statements of Comprehensive Income/(Loss) (related to interest rate derivatives designated as hedges of cash flows), were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Interest rate swaps on commercial loans:
Unrealized gain/(loss) recognized in accumulated other comprehensive loss	$	9,190	$	(3,118)	$	3,776	$	(9,545)

Less: Reclassification of unrealized (loss) from accumulated other comprehensive loss to interest expense	(159)		(159)		(473)		(473)



Net tax benefit on items recognized in accumulated other comprehensive income	(2,542)		794		(1,155)		2,435

Other comprehensive gain/(loss) recorded in accumulated other comprehensive income, net of reclassification adjustments and tax effects	$	6,807	$	(2,165)	$	3,094	$	(6,637)

Net interest expense recognized on hedged commercial loans	$	2,687	$	2,621	$	8,135	$	6,262

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Economic hedges

As of September 30, 2024, the Company had an interest rate swap with a $5.5 million notional amount to swap out the fixed rate of interest on an economic development bond bearing a fixed rate of 5.09%, currently within the Company’s trading portfolio under the fair value option, in exchange for a SOFR-based floating rate. The intent of the economic hedge is to improve the Company’s asset sensitivity to changing interest rates in anticipation of favorable average floating rates of interest over the 21-year life of the bond. The fair value changes of the economic development bond are mostly offset by fair value changes of the related interest rate swap.

The Company also offers certain derivative products directly to qualified commercial borrowers. The Company economically hedges derivative transactions executed with commercial borrowers by entering into mirror-image, offsetting derivatives with third-party financial institutions. The transaction allows the Company’s customer to convert a variable-rate loan to a fixed rate loan. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts mostly offset each other in earnings. There was no credit valuation loss adjustment arising from the difference in credit worthiness of the commercial loan and financial institution counterparties as of September 30, 2024. The interest income and expense on these mirror image swaps exactly offset each other.

The Company has risk participation agreements with dealer banks. Risk participation agreements occur when the Company participates on a loan and a swap where another bank is the lead. The Company gets paid a fee to take on the risk associated with having to make the lead bank whole on Berkshire’s portion of the pro-rated swap should the borrower default. Changes in fair value are recorded in current period earnings.

The Company utilizes forward sale commitments to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives with changes in fair value recorded in current period earnings.

The Company uses the following types of forward sale commitments contracts:

•Best efforts loan sales,

•Mandatory delivery loan sales, and

•To Be Announced (“TBA”) mortgage-backed securities sales.

A best efforts contract refers to a loan sale agreement where the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. The Company may enter into a best efforts contract once the price is known, which is shortly after the potential borrower’s interest rate is locked.

A mandatory delivery contract is a loan sale agreement where the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, the Company may enter into mandatory delivery contracts shortly after the loan closes with a customer.

The Company may sell TBA mortgage-backed securities to hedge the changes in fair value of interest rate lock commitments and held for sale loans, which do not have corresponding best efforts or mandatory delivery contracts. These security sales transactions are closed once mandatory contracts are written. On the closing date the price of the security is locked-in, and the sale is paired-off with a purchase of the same security. Settlement of the security purchase/sale transaction is done with cash on a net-basis.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-hedging derivatives

The Company enters into interest rate lock commitments (“IRLCs”), or commitments to lend, for residential mortgage loans, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs that relate to the origination of mortgage loans that will be held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose the Company to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free-standing derivatives which are carried at fair value with changes recorded in non-interest income in the Company’s Consolidated Statements of Income. Changes in the fair value of IRLCs subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

Amounts included in the Consolidated Statements of Income related to economic hedges and non-hedging derivatives were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Economic hedges
Interest rate swap on industrial revenue bond:
Unrealized (loss)/gain recognized in other non-interest income	$	(124)	$	88	$	(13)	$	163

Interest rate swaps on loans with commercial loan customers:
Unrealized gain/(loss) recognized in other non-interest income	53,303		(24,728)		34,124		(21,934)
Favorable change in credit valuation adjustment recognized in other non-interest income	—		—		—		—

Offsetting interest rate swaps on loans with commercial loan customers:
Unrealized (loss)/gain recognized in other non-interest income	(53,303)		24,728		(34,124)		21,934


Risk participation agreements:
Unrealized gain recognized in other non-interest income	120		65		264		73

Forward commitments:
Unrealized gain/(loss) recognized in other non-interest income	20		(53)		31		2



Non-hedging derivatives
Commitments to lend
Unrealized gain/(loss) recognized in other non-interest income	$	64	$	(46)	$	131	$	(26)

Realized gain in other non-interest income	350		210		1,909		304

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets and Liabilities Subject to Enforceable Master Netting Arrangements

Interest Rate Swap Agreements (“Swap Agreements”)

The Company enters into swap agreements to facilitate the risk management strategies for commercial banking customers. The Company mitigates this risk by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s Consolidated Statements of Income. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral generally in the form of marketable securities is received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds.

The Company had net asset positions with its financial institution counterparties totaling $28.2 million and $39.8 million as of September 30, 2024 and December 31, 2023, respectively. The Company had net asset positions with its commercial banking counterparties totaling $16.9 million and $6.0 million as of September 30, 2024 and December 31, 2023, respectively. The Company had net liability positions with its financial institution counterparties totaling $17.3 million and $6.1 million as of September 30, 2024 and December 31, 2023, respectively. The Company had net liability positions with its commercial banking counterparties totaling $46.6 million and $69.8 million as of September 30, 2024 and December 31, 2023.

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of September 30, 2024 and December 31, 2023:

Offsetting of Financial Assets and Derivative Assets


	Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Assets Presented in the		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Recognized		Consolidated		Consolidated		Financial		Cash
(In thousands)	Assets		Balance Sheets		Balance Sheets		Instruments		Collateral Received		Net Amount
September 30, 2024
Interest Rate Swap Agreements:
Institutional counterparties	$	49,312	$	(21,080)	$	28,232	$	—	$	(10,620)	$	17,612
Commercial counterparties	16,939		—		16,939		—		—		16,939
Total	$	66,251	$	(21,080)	$	45,171	$	—	$	(10,620)	$	34,551

Offsetting of Financial Liabilities and Derivative Liabilities


	Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Liabilities Presented in the		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Recognized		Consolidated		Consolidated		Financial		Cash
(In thousands)	Liabilities		Balance Sheets		Balance Sheets		Instruments		Collateral Pledged		Net Amount
September 30, 2024
Interest Rate Swap Agreements:
Institutional counterparties	$	(18,973)	$	1,714	$	(17,259)	$	9,208	$	—	$	(8,051)
Commercial counterparties	(46,614)		—		(46,614)		—		—		(46,614)
Total	$	(65,587)	$	1,714	$	(63,873)	$	9,208	$	—	$	(54,665)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Offsetting of Financial Assets and Derivative Assets


	Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Assets Presented in the		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Recognized		Consolidated		Consolidated		Financial		Cash
(In thousands)	Assets		Balance Sheets		Balance Sheets		Instruments		Collateral Received		Net Amount
December 31, 2023
Interest Rate Swap Agreements:
Institutional counterparties	$	71,579	$	(31,812)	$	39,767	$	—	$	—	$	39,767
Commercial counterparties	5,992		—		5,992		—		—		5,992
Total	$	77,571	$	(31,812)	$	45,759	$	—	$	—	$	45,759

Offsetting of Financial Liabilities and Derivative Liabilities


	Gross Amounts of		Gross Amounts Offset in the		Net Amounts of Liabilities Presented in the		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Recognized		Consolidated		Consolidated		Financial		Cash
(In thousands)	Liabilities		Balance Sheets		Balance Sheets		Instruments		Collateral Pledged		Net Amount
December 31, 2023
Interest Rate Swap Agreements:
Institutional counterparties	$	(11,277)	$	5,142	$	(6,135)	$	9,633	$	—	$	3,498
Commercial counterparties	(69,796)		—		(69,796)		—		—		(69,796)
Total	$	(81,073)	$	5,142	$	(75,931)	$	9,633	$	—	$	(66,298)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. LEASES

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space. Most of the Company’s leases are classified as operating leases. At September 30, 2024, lease expiration dates ranged from 1 month to 15 years.

The following table represents the Consolidated Balance Sheets classification of the Company’s right-of-use (“ROU”) assets and lease liabilities:


(In thousands)		September 30, 2024		December 31, 2023
Lease Right-of-Use Assets	Classification
Operating lease right-of-use assets	Other assets	$	43,712	$	47,348
Finance lease right-of-use assets	Premises and equipment, net	641		5,597
Total Lease Right-of-Use Assets		$	44,353	$	52,945

Lease Liabilities
Operating lease liabilities	Other liabilities	$	48,762	$	53,026
Finance lease liabilities	Other liabilities	903		8,681
Total Lease Liabilities		$	49,665	$	61,707

Supplemental information related to leases was as follows:


	September 30, 2024		December 31, 2023
Weighted-Average Remaining Lease Term (in years)
Operating leases	8.0		8.3
Finance leases	13.3		10.8

Weighted-Average Discount Rate
Operating leases	3.25	%	2.90	%
Finance leases	5.00	%	5.00	%

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated.

The Company does not have any material sub-lease agreements.

Lease expense for operating leases for the three months ended September 30, 2024 was $2.2 million. Lease expense for operating leases for the nine months ended September 30, 2024 was $6.7 million. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

Lease expense for operating leases for the three months ended September 30, 2023 was $2.2 million. Lease expense for operating leases for the nine months ended September 30, 2023 was $6.9 million. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to leases was as follows:


	Three Months Ended
(In thousands)	September 30, 2024		September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,073	$	2,267
Operating cash flows from finance leases	11		112
Financing cash flows from finance leases	12		148


	Nine Months Ended
(In thousands)	September 30, 2024		September 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,160	$	6,800
Operating cash flows from finance leases	34		336
Financing cash flows from finance leases	35		443

The following table presents a maturity analysis of the Company’s lease liability by lease classification at September 30, 2024:


(In thousands)	Operating Leases		Finance Leases
2024	$	2,200	$	23
2025	8,157		93
2026	7,962		93
2027	7,246		93
2028	6,109		93
Thereafter	23,116		837
Total undiscounted lease payments	54,790		1,232
Less amounts representing interest	(6,028)		(329)
Lease liability	$	48,762	$	903

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios were as follows:


	September 30, 2024		December 31, 2023		Minimum Capital Requirement
Company (consolidated)
Total capital to risk-weighted assets	14.4	%	14.4	%	8.0	%
Tier 1 capital to risk-weighted assets	12.2		12.3		6.0
Common equity tier 1 capital to risk-weighted assets	12.0		12.0		4.5
Tier 1 capital to average assets	9.9		9.7		4.0


	September 30, 2024		December 31, 2023		Regulatory Minimum to be Adequately Capitalized		Regulatory Minimum to be Well Capitalized
Bank
Total capital to risk-weighted assets	13.7	%	13.3	%	8.0	%	10.0	%
Tier 1 capital to risk-weighted assets	12.5		12.2		6.0		8.0
Common equity tier 1 capital to risk-weighted assets	12.5		12.2		4.5		6.5
Tier 1 capital to average assets	10.2		9.6		4.0		5.0

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Failure to meet capital requirements can initiate regulatory action. At each date shown, the Company met the minimum capital requirements and the Bank met the conditions to be classified as “well capitalized” under the relevant regulatory framework. To be categorized as well capitalized, an institution must maintain minimum total risk-based, tier 1 risk-based, and tier 1 leverage ratios as set forth in the table above.

As of January 1, 2019, banking organizations must maintain a minimum common equity tier 1 risk-based capital ratio of 7.0%, a minimum Tier 1 risk-based capital ratio of 8.5%, and a minimum Total risk-based capital ratio of 10.5%, including a 2.5% capital conservation buffer. Capital rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the capital conservation buffer is not met.

At September 30, 2024, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and the Bank's regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both the Company and the Bank at September 30, 2024 also exceeded the minimum capital requirements including the currently applicable capital conservation buffer of 2.5%.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated other comprehensive (loss)

Components of accumulated other comprehensive (loss) are as follows:


(In thousands)	September 30, 2024		December 31, 2023
Other accumulated comprehensive income, before tax:
Net unrealized holding (loss) on AFS securities	$	(120,206)	$	(188,927)
Net unrealized (loss) on cash flow hedging derivatives	(16)		(4,265)
Net unrealized holding (loss) on pension plans	(528)		(528)

Income taxes related to items of accumulated other comprehensive income:
Net unrealized tax benefit on AFS securities	31,345		49,401
Net unrealized tax benefit on cash flow hedging derivatives	4		1,159
Net unrealized tax benefit on pension plans	144		144
Accumulated other comprehensive loss	$	(89,257)	$	(143,016)

The following table presents the components of other comprehensive (loss) for the three and nine months ended September 30, 2024 and 2023:


(In thousands)	Before Tax		Tax Effect		Net of Tax
Three Months Ended September 30, 2024
Net unrealized holding gain on AFS securities:
Net unrealized gains arising during the period	$	25,250	$	(6,616)	$	18,634
Less: reclassification adjustment for (losses) realized in net income	—		—		—
Net unrealized holding gain on AFS securities	25,250		(6,616)		18,634

Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period	9,190		(2,499)		6,691
Less: reclassification adjustment for (losses) realized in net income	(159)		43		(116)
Net unrealized gain on cash flow hedging derivatives	9,349		(2,542)		6,807










Other comprehensive income	$	34,599	$	(9,158)	$	25,441




Three Months Ended September 30, 2023
Net unrealized holding loss on AFS securities:
Net unrealized (losses) arising during the period	$	(40,525)	$	10,544	$	(29,981)
Less: reclassification adjustment for gains realized in net income	—		—		—
Net unrealized holding (loss) on AFS securities	(40,525)		10,544		(29,981)

Net unrealized loss on cash flow hedging derivatives:
Net unrealized (loss) arising during the period	(3,118)		836		(2,282)
Less: reclassification adjustment for (losses) realized in net income	(159)		42		(117)
Net unrealized (loss) on cash flow hedging derivatives	(2,959)		794		(2,165)










Other comprehensive (loss)	$	(43,484)	$	11,338	$	(32,146)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(In thousands)	Before Tax		Tax Effect		Net of Tax
Nine Months Ended September 30, 2024
Net unrealized holding gain on AFS securities:
Net unrealized gains arising during the period	$	18,812	$	(4,501)	$	14,311
Less: reclassification adjustment for (losses) realized in net income	(49,909)		13,555		(36,354)
Net unrealized holding gain on AFS securities	68,721		(18,056)		50,665

Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period	3,776		(1,026)		2,750
Less: reclassification adjustment for (losses) realized in net income	(473)		129		(344)
Net unrealized gain on cash flow hedging derivatives	4,249		(1,155)		3,094










Other comprehensive income	$	72,970	$	(19,211)	$	53,759




Nine Months Ended September 30, 2023
Net unrealized holding loss on AFS securities:
Net unrealized (losses) arising during the period	$	(41,398)	$	10,701	$	(30,697)
Less: reclassification adjustment for gains realized in net income	—		—		—
Net unrealized holding (loss) on AFS securities	(41,398)		10,701		(30,697)

Net unrealized (loss) on cash flow hedging derivatives:
Net unrealized (loss) arising during the period	(9,545)		2,562		(6,983)
Less: reclassification adjustment for (losses) realized in net income	(473)		127		(346)
Net unrealized (loss) on cash flow hedging derivatives	(9,072)		2,435		(6,637)










Other comprehensive (loss)	$	(50,470)	$	13,136	$	(37,334)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the changes in each component of accumulated other comprehensive income/(loss), for the three and nine months ended September 30, 2024 and 2023:


(In thousands)	Net unrealized holding loss on AFS Securities		Net loss on effective cash flow hedging derivatives		Net unrealized holding loss on pension plans		Total
Three Months Ended September 30, 2024
Balance at Beginning of Period	$	(107,495)	$	(6,819)	$	(384)	$	(114,698)
Other comprehensive (loss) before reclassifications	18,634		6,691		—		25,325
Less: amounts reclassified from accumulated other comprehensive (loss)	—		(116)		—		(116)
Total other comprehensive income	18,634		6,807		—		25,441
Balance at End of Period	$	(88,861)	$	(12)	$	(384)	$	(89,257)

Three Months Ended September 30, 2023
Balance at Beginning of Period	$	(176,274)	$	(9,350)	$	(616)	$	(186,240)
Other comprehensive income before reclassifications	(29,981)		(2,282)		—		(32,263)
Less: amounts reclassified from accumulated other comprehensive (loss)	—		(117)		—		(117)
Total other comprehensive (loss)	(29,981)		(2,165)		—		(32,146)

Balance at End of Period	$	(206,255)	$	(11,515)	$	(616)	$	(218,386)

Nine Months Ended September 30, 2024
Balance at Beginning of Period	$	(139,526)	$	(3,106)	$	(384)	$	(143,016)
Other comprehensive (loss) before reclassifications	14,311		2,750		—		17,061
Less: amounts reclassified from accumulated other comprehensive income	(36,354)		(344)		—		(36,698)
Total other comprehensive income	50,665		3,094		—		53,759
Balance at End of Period	(88,861)		(12)		(384)		(89,257)

Nine Months Ended September 30, 2023
Balance at Beginning of Period	$	(175,558)	$	(4,878)	$	(616)	$	(181,052)
Other comprehensive (loss) before reclassifications	(30,697)		(6,983)		—		(37,680)
Less: amounts reclassified from accumulated other comprehensive income	—		(346)		—		(346)
Total other comprehensive (loss)	(30,697)		(6,637)		—		(37,334)
Balance at End of Period	$	(206,255)	$	(11,515)	$	(616)	$	(218,386)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the amounts reclassified out of each component of accumulated other comprehensive

income for the three and nine months ended September 30, 2024 and 2023:


					Affected Line Item in the
	Three Months Ended September 30,				Statement where Net Income
(In thousands)	2024		2023		is Presented
Realized (losses) on AFS securities:
	$	—	$	—	Non-interest income

	—		—		Tax expense
	—		—		Net of tax

Realized (losses) on cash flow hedging derivatives:
	(159)		(159)		Interest expense
	—		—		Non-interest expense
	43		42		Tax benefit
	(116)		(117)		Net of tax












Total reclassifications for the period	$	(116)	$	(117)	Net of tax


					Affected Line Item in the
	Nine Months Ended September 30,				Statement where Net Income
(In thousands)	2024		2023		is Presented
Realized (losses) on AFS securities:
	$	(49,909)	$	—	Non-interest income

	13,555		—		Tax expense
	(36,354)		—		Net of tax

Realized (losses) on cash flow hedging derivatives:
	(473)		(473)		Interest expense
	—		—		Non-interest expense
	129		127		Tax benefit
	(344)		(346)		Net of tax












Total reclassifications for the period	$	(36,698)	$	(346)	Net of tax

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. EARNINGS PER SHARE

Earnings per share have been computed based on the following (average diluted shares outstanding are calculated using the treasury stock method):


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2024		2023		2024		2023


Net income	$	37,509	$	19,545	$	41,346	$	71,043

Average number of common shares issued	51,903		51,903		51,903		51,903
Less: average number of treasury shares	8,919		7,916		8,645		7,675
Less: average number of unvested stock award shares	814		823		802		793

Average number of basic shares outstanding	42,170		43,164		42,456		43,435
Plus: dilutive effect of unvested stock award shares	282		183		201		205
Plus: dilutive effect of stock options outstanding	2		—		1		—
Average number of diluted shares outstanding	42,454		43,347		42,658		43,640




Basic earnings per common share:	$	0.89	$	0.45	$	0.97	$	1.64




Diluted earnings per common share:	$	0.88	$	0.45	$	0.97	$	1.63

For the three months ended September 30, 2024, 532 thousand shares of unvested restricted stock and 47 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the nine months ended September 30, 2024, 597 thousand shares of unvested restricted stock and 47 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the three months ended September 30, 2023, 639 thousand shares of unvested restricted stock and 49 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the nine months ended September 30, 2023, 569 thousand shares of unvested restricted stock and 49 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. STOCK-BASED COMPENSATION PLANS

A combined summary of activity in the Company’s stock award and stock option plans for the nine months ended September 30, 2024 is presented in the following table:


	Non-Vested Stock Awards Outstanding			Stock Options Outstanding
(Shares in thousands)	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Exercise Price
December 31, 2023	785	$	24.92	49	$	26.46
Granted	498	23.23		—	—
Acquired	—	—		—	—
Stock options exercised	—	—		—	—
Stock awards vested	(345)	23.12		—	—
Forfeited	(121)	25.72		—	—
Expired	—	—		—	—
September 30, 2024	817	$	25.20	49	$	26.46

During the three and nine months ended September 30, 2024 and September 30, 2023, there were no stock option exercises. During the three and nine months ended September 30, 2024, there were 6 thousand and 345 thousand shares vested in connection with stock awards, respectively. During the three and nine months ended September 30, 2023, there were 58 thousand and 236 thousand shares vested in connection with stock awards, respectively. All of these shares were issued from available treasury stock. Stock-based compensation expense totaled $2.2 million and $2.1 million during the three months ended September 30, 2024 and 2023, respectively. Stock-based compensation expense totaled $6.2 million and $5.5 million during the nine months ended September 30, 2024 and 2023, respectively. Stock-based compensation expense is recognized over the requisite service period for all awards.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. FAIR VALUE MEASUREMENTS

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities that are carried at fair value.

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.


	September 30, 2024
	Level 1		Level 2		Level 3		Total
(In thousands)	Inputs		Inputs		Inputs		Fair Value
Trading securities	$	—	$	—	$	5,560	$	5,560
Securities available for sale:
U.S Treasuries	6,907		—		—		6,907
Municipal bonds and obligations	—		62,931		—		62,931
Agency collateralized mortgage obligations	—		252,432		—		252,432
Agency residential mortgage-backed securities	—		232,931		—		232,931
Agency commercial mortgage-backed securities	—		70,566		—		70,566
Corporate bonds	—		31,425		3,892		35,317

Other bonds and obligations	—		656		—		656
Equity securities	13,278		—		—		13,278
Loans held for investment at fair value	—		—		294		294
Loans held for sale	—		6,003		—		6,003
Derivative assets	—		44,790		217		45,007
Capitalized servicing rights	—		—		1,386		1,386
Derivative liabilities	—		63,678		—		63,678


	December 31, 2023
	Level 1		Level 2		Level 3		Total
(In thousands)	Inputs		Inputs		Inputs		Fair Value
Trading securities	$	—	$	—	$	6,142	$	6,142
Securities available for sale:
U.S Treasuries	7,981		—		—		7,981
Municipal bonds and obligations	—		63,853		—		63,853
Agency collateralized mortgage obligations	—		347,874		—		347,874
Agency residential mortgage-backed securities	—		417,480		—		417,480
Agency commercial mortgage-backed securities	—		145,326		—		145,326
Corporate bonds	—		35,192		3,923		39,115


Equity securities	13,029		—		—		13,029
Loans held for investment at fair value	—		—		374		374
Loans held for sale	—		2,237		—		2,237
Derivative assets	—		45,613		55		45,668
Capitalized servicing rights	—		—		1,526		1,526
Derivative liabilities	—		75,957		—		75,957

There were no transfers between levels during the three months ended September 30, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Trading Securities at Fair Value. The Company holds one security designated as a trading security. It is a tax-advantaged economic development bond issued to the Company by a local nonprofit which provides wellness and health programs. The fair value of this security is determined based on a discounted cash flow methodology. Certain inputs to the fair value calculation are unobservable and there is little to no market activity in the security; therefore, the security meets the definition of a Level 3 security. The discount rate used in the valuation of the security is sensitive to movements in the 3-month SOFR rate.

Securities Available for Sale and Equity Securities. Equity securities classified as Level 1 consist of publicly-traded equity securities for which the fair values can be obtained through quoted market prices in active exchange markets. Equity securities classified as Level 2 consist of securities with infrequent trades in active exchange markets, and pricing is primarily sourced from third party pricing services. AFS securities classified as Level 1 consist of U.S. Treasury securities. AFS securities classified as Level 2 include most of the Company’s debt securities. The pricing on Level 2 and Level 3 was primarily sourced from third party pricing services, overseen by management, and is based on models that consider standard input factors such as dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and condition, among other things. Level 3 pricing includes inputs unobservable to market participants.

Loans Held for Investment. The Company’s held for investment loan portfolio includes loans originated by Company and loans acquired through business combinations. The Company intends to hold these assets until maturity as a part of its business operations. For one acquired portfolio subset, the Company previously accounted for these purchased-credit impaired loans as a pool under ASC 310, as they were determined to have common risk characteristics. These loans were recorded at fair value on acquisition date and subsequently evaluated for impairment collectively. Upon adoption of ASC 326, the Company elected the fair value option on this portfolio, recognizing an $11.2 million fair value write-down charged to retained earnings, net of deferred tax impact, as of January 1, 2020. The fair value of this loan portfolio is determined based on a discounted cash flow methodology. Certain inputs to the fair value calculation are unobservable; therefore, the loans meet the definition of Level 3 assets. The discount rate used in the valuation is consistent with assets that have significant credit deterioration. The cash flow assumptions include payment schedules for loans with current payment histories and estimated collateral value for delinquent loans. All of these loans were nonperforming as of September 30, 2024.

Aggregate Fair Value

September 30, 2024

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for investment at fair value

294

6,555

(6,261)

Aggregate Fair Value

December 31, 2023

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for investment at fair value

374

8,809

(8,435)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loans Held for Sale. The Company elected the fair value option for all loans held for sale (HFS) originated for sale on or after May 1, 2012. Loans HFS are classified as Level 2 as the fair value is based on input factors such as quoted prices for similar loans in active markets.

Aggregate Fair Value

September 30, 2024

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for sale

6,003

5,918

Aggregate Fair Value

December 31, 2023

Aggregate

Less Aggregate

(In thousands)

Fair Value

Unpaid Principal

Loans held for sale

2,237

2,205

The changes in fair value of loans held for sale for the three and nine months ended September 30, 2024, were gains of $29 thousand and $53 thousand, respectively. During the three and nine months ended September 30, 2024, originations of loans held for sale totaled $51.6 million and $96.3 million, respectively. During the three and nine months ended September 30, 2024, sales of loans originated for sale totaled $50.5 million and $91.8 million, respectively.

The changes in fair value of loans held for sale for the three and nine months ended September 30, 2023, were losses of $94 thousand and gains of $15 thousand, respectively. During the three and nine months ended September 30, 2023, originations of loans held for sale totaled $26.8 million and $56.2 million, respectively. During the three and nine months ended September 30, 2023, sales of loans originated for sale totaled $33.1 million and $54.8 million, respectively.

Interest Rate Swaps. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings.

Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Commitments to Lend. The Company enters into commitments to lend for residential mortgage loans intended for sale, which commit the Company to lend funds to a potential borrower at a specific interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood that the loan in a lock position will ultimately close, and by the non-refundable costs of originating the loan. The closing ratio is derived from the Bank’s internal data and is adjusted using significant management judgment. The costs to originate are primarily based on the Company’s internal commission rates that are not observable. As such, these commitments are classified as Level 3 measurements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Forward Sale Commitments. The Company utilizes forward sale commitments as economic hedges against potential changes in the values of the commitments to lend and loans originated for sale. To Be Announced (“TBA”) mortgage-backed securities forward commitment sales are used as the hedging instrument, are classified as Level 1, and consist of publicly-traded debt securities for which identical fair values can be obtained through quoted market prices in active exchange markets. The fair values of the Company’s best efforts and mandatory delivery loan sale commitments are determined similarly to the commitments to lend using quoted prices in the market place that are observable. However, costs to originate and closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are considered factors that are not observable. As such, best efforts and mandatory forward commitments are classified as Level 3 measurements.

Capitalized Servicing Rights. The Company accounts for certain capitalized servicing rights at fair value in its Consolidated Financial Statements, as the Company is permitted to elect the fair value option for each specific instrument. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three and nine months ended September 30, 2024 and 2023.


	Assets (Liabilities)
			Securities		Loans						Capitalized
	Trading		Available		Held for		Commitments		Forward		Servicing
(In thousands)	Securities		for Sale		Investment		to Lend		Commitments		Rights
Three Months Ended September 30, 2024
June 30, 2024	$	5,699	$	3,902	$	326	$	101	$	32	$	1,566



Unrealized gain/(loss), net recognized in other non-interest income	88		—		(19)		327		20		(180)
Unrealized (loss) included in accumulated other comprehensive income	—		(10)		—		—		—		—

Paydown of asset	(227)		—		(13)		—		—		—

Transfers to held for sale loans	—		—		—		(263)		—		—

September 30, 2024	$	5,560	$	3,892	$	294	$	165	$	52	$	1,386

Nine Months Ended September 30, 2024
December 31, 2023	$	6,142	$	3,923	$	374	$	34	$	21	$	1,526


Unrealized gain, net recognized in other non-interest income	92		—		(16)		925		31		(140)
Unrealized (loss) included in accumulated other comprehensive income	—		(31)		—		—		—		—


Paydown of asset	(674)		—		(64)		—		—		—
Transfers to held for sale loans	—		—		—		(794)		—		—

September 30, 2024	$	5,560	$	3,892	$	294	$	165	$	52	$	1,386

Unrealized (loss)/gain relating to instruments still held at September 30, 2024	$	32	$	(108)	$	—	$	165	$	52	$	—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Assets (Liabilities)
			Securities		Loans						Capitalized
	Trading		Available		Held for		Commitments		Forward		Servicing
(In thousands)	Securities		for Sale		Investment		to Lend		Commitments		Rights
Three Months Ended September 30, 2023
June 30, 2023	$	6,405	$	3,930	$	401	$	37	$	63	$	1,886



Unrealized (loss)/gain, net recognized in other non-interest income	(19)		—		28		26		(53)		(180)
Unrealized gain included in accumulated other comprehensive income	—		30		—		—		—		—

Paydown of asset	(215)		—		(21)		—		—		—

Transfers to held for sale loans	—		—		—		(72)		—		—

September 30, 2023	$	6,171	$	3,960	$	408	$	(9)	$	10	$	1,706

Nine Months Ended September 30, 2023
December 31, 2022	$	6,708	$	4,000	$	605	$	17	$	8	$	1,846


Unrealized gain/(loss), net recognized in other non-interest income	104		—		(119)		146		2		(140)
Unrealized (loss) included in accumulated other comprehensive income	—		(40)		—		—		—		—


Paydown of asset	(641)		—		(78)		—		—		—
Transfers to held for sale loans	—		—		—		(172)		—		—

September 30, 2023	$	6,171	$	3,960	$	408	$	(9)	$	10	$	1,706

Unrealized (loss)/gain relating to instruments still held at September 30, 2023	$	(251)	$	(40)	$	—	$	(9)	$	10	$	—

Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities is as follows:


	Fair Value				Significant Unobservable Input
(In thousands)	September 30, 2024		Valuation Techniques	Unobservable Inputs	Value
Assets (Liabilities)
Trading Securities	$	5,560	Discounted Cash Flow	Discount Rate	3.24		%
AFS Securities	3,892		Indication from Market Maker	Price	97.29%
Loans held for investment	294		Discounted Cash Flow	Discount Rate	25.00		%
				Collateral Value	$0.0 - $17.5
Commitments to lend	165		Historical Trend	Closing Ratio	85.71		%
			Pricing Model	Origination Costs, per loan	$	3
Forward commitments	52		Historical Trend	Closing Ratio	85.71		%
			Pricing Model	Origination Costs, per loan	$	3
Capitalized servicing rights	1,386		Discounted cash flow	Constant Prepayment Rate (CPR)	7.26		%
				Discount Rate	10.09		%
Total	$	11,349

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Fair Value				Significant Unobservable Input
(In thousands)	December 31, 2023		Valuation Techniques	Unobservable Inputs	Value
Assets (Liabilities)
Trading Securities	$	6,142	Discounted Cash Flow	Discount Rate	4.19		%
AFS Securities	3,923		Indication from Market Maker	Price	98.07		%
Loans held for investment	374		Discounted Cash Flow	Discount Rate	25.00		%
				Collateral Value	$0.0- $18.3
Commitments to lend	34		Historical Trend	Closing Ratio	84.29		%
			Pricing Model	Origination Costs, per loan	$	3
Forward commitments	21		Historical Trend	Closing Ratio	84.29		%
			Pricing Model	Origination Costs, per loan	$	3
Capitalized servicing rights	1,526		Discounted Cash Flow	Constant Prepayment Rate (CPR)	7.63		%
				Discount Rate	11.08		%
Total	$	12,020

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-Recurring Fair Value Measurements

The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements. There are no liabilities measured at fair value on a non-recurring basis.

September 30, 2024

Fair Value Measurement Date

December 31, 2023

Fair Value Measurement Date

Level 3

(In thousands)

Inputs

Assets

Individually evaluated

1,872

September 2024

4,395

December 2023

Loans held for sale

44,631

September 2024

—

December 2023

Capitalized servicing rights

9,817

September 2024

10,569

December 2023

Total

56,320

14,964

Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets is as follows:

Fair Value

(In thousands)

September 30, 2024

Valuation Techniques

Unobservable Inputs

Range (Weighted Average) (1)

Assets

Individually evaluated

1,872

Fair Value of Collateral

Discounted Cash Flow - Loss Severity

(100.00)% to (0.07)% ((66.92)%)

Appraised Value

$0 to $182 ($154)

Loans held for sale

44,631

Fair Value of Collateral

Market Price

$44,631

Capitalized servicing rights

9,817

Discounted Cash Flow

Constant Prepayment Rate (CPR)

4.74% to 27.03% (13.46%)

Discount Rate

10.47% to 13.58% (12.18%)

Total

56,320

(1) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.

Fair Value

(In thousands)

December 31, 2023

Valuation Techniques

Unobservable Inputs

Range (Weighted Average) (1)

Assets

Individually evaluated

4,395

Fair Value of Collateral

Discounted Cash Flow - loss severity

(100.00)% to (0.08)% ((67.00)%)

Appraised Value

$0 to $3,389 ($2,774)

Capitalized servicing rights

10,569

Discounted Cash Flow

Constant Prepayment Rate (CPR)

5.43% to 17.15% (12.31%)

Discount Rate

10.09% to 16.59% (13.82%)

Total

14,964

There were no Level 1 or Level 2 nonrecurring fair value measurements for the periods ended September 30, 2024 and December 31, 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Individually evaluated loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, nonrecurring fair value measurement adjustments that relate to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral that supports commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.

Loans Transferred to Held for Sale. Once a decision has been made to sell loans not previously classified as held for sale, these loans are transferred into the held for sale category and carried at the lower of cost or fair value. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. The choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Nonrecurring fair value measurement adjustments that relate to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral that supports commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.

Capitalized loan servicing rights. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Estimated Fair Values of Financial Instruments

The following tables summarize the estimated fair values (represents exit price), and related carrying amounts, of the Company’s financial instruments. Certain financial instruments and all non-financial instruments are excluded. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.


	September 30, 2024
	Carrying		Fair
(In thousands)	Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	569,967	$	569,967	$	569,967	$	—	$	—
Trading securities	5,560		5,560		—		—		5,560
Equity securities	13,278		13,278		13,278		—		—
Securities available for sale	661,740		661,740		6,907		650,941		3,892
Securities held to maturity	512,277		451,194		—		449,986		1,208
Federal Home Loan Bank stock	30,685		N/A		N/A		N/A		N/A
Net loans	9,100,275		9,024,531		—		—		9,024,531
Loans held for sale	50,634		50,634		—		6,003		44,631
Accrued interest receivable	49,804		49,804		—		49,804		—

Derivative assets	45,007		45,007		—		44,790		217
Assets held for sale	6,930		6,930		—		6,930		—

Financial Liabilities
Total deposits	$	9,577,489	$	9,572,152	$	—	$	9,572,152	$	—
Short-term debt	353,500		353,982		—		353,982		—
Long-term Federal Home Loan Bank advances and other	232,042		230,387		—		230,387		—
Subordinated borrowings	121,549		106,519		—		106,519		—
Accrued interest payable	11,937		11,937		—		11,937		—
Derivative liabilities	63,678		63,678		—		63,678		—
Liabilities held for sale	—		—		—		—		—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	December 31, 2023
	Carrying		Fair
(In thousands)	Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	1,203,244	$	1,203,244	$	1,203,244	$	—	$	—
Trading securities	6,142		6,142		—		—		6,142
Equity securities	13,029		13,029		13,029		—		—
Securities available for sale and other	1,022,285		1,022,285		7,981		1,010,381		3,923
Securities held to maturity	543,351		476,228		—		474,742		1,486
Federal Home Loan Bank stock	22,689		N/A		N/A		N/A		N/A
Net loans	8,934,329		8,768,108		—		—		8,768,108
Loans held for sale	2,237		2,237		—		2,237		—
Accrued interest receivable	53,096		53,096		—		53,096		—

Derivative assets	45,668		45,668		—		45,613		55


Financial Liabilities
Total deposits	$	10,633,384	$	10,615,655	$	—	$	10,615,655	$	—
Short-term debt	260,000		260,035		—		260,035		—
Long-term Federal Home Loan Bank advances	125,223		123,747		—		123,747		—
Subordinated borrowings	121,363		98,138		—		98,138		—
Accrued interest payable	13,766		13,766		—		13,766		—
Derivative liabilities	75,957		75,957		—		75,957		—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14. NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

Presented below is net interest income after provision for credit losses for the three and nine months ended September 30, 2024 and 2023, respectively.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Net interest income	$	88,059	$	90,334	$	264,731	$	280,626
Provision for credit losses	5,500		8,000		17,999		24,999
Net interest after provision for credit losses	$	82,559	$	82,334	$	246,732	$	255,627

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. TAX EQUITY INVESTMENTS

The Company typically accounts for tax equity investments using the proportional amortization method, if certain criteria are met. The election to account for tax equity investments using the proportional amortization method is done so on a tax credit program-by-tax credit program basis. Under the proportional amortization method, the Company amortizes the initial cost of the investment, which is inclusive of any delayed equity contributions, that are unconditional and legally binding or for equity contributions that are contingent on a future event, when that event becomes probable, in proportion to the income tax credits and other income tax benefits that are allocated to the Company over the period of the investment.

Under the proportional amortization method, the Company amortizes the initial cost of the investment, inclusive of delayed equity contributions, in proportion to the income tax credits and other income tax benefits that are allocated to the Company over the period of the investment. The net benefits of these investments, which are comprised of income tax credits and operating loss income tax benefits, net of investment amortization, are recognized in the Consolidated Statements of Income as a component of income tax expense. At September 30, 2024 and December 31, 2023 the carrying value of all tax equity investments was $37.6 million and $16.6 million, respectively, and were included in other assets on the Consolidated Balance Sheets.

The carrying value of the Public Welfare Investments on September 30, 2024 included $17 million of delayed equity contributions described in the chart below.

As of September 30, 2024, the Company's delayed equity contributions were estimated to be paid as follows:


(In thousands)	Delayed Equity Contributions
2024	$	2,753
2025	7,814
2026	3,350
2027	2,841
2028	18
Thereafter	222
Total delayed equity contributions	$	16,998

The following table presents income tax credits and other income tax benefits, as well as amortization expense, associated with investments where the proportional amortization method of accounting has been applied for the periods indicated.


(In thousands)	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Provision for Income Taxes:
Amortization of tax credit investments	$	(639)	$	(1,917)
Tax credit and other tax benefit/(expense)	170		931
Total provision for income taxes	(469)		(986)

There was no material non-income tax related expense associated with these investments recorded outside of income tax expense for the three and nine months ended September 30, 2024. The non-income tax related activity associated with these investments recorded outside of the income tax expense for the three and nine months ended September 30, 2023 was $1.5 million and $6.0 million, respectively. There were no impairment losses recorded on tax equity investments during the three and nine months ended September 30, 2024 and 2023, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SELECTED FINANCIAL DATA

The following summary data is based in part on the consolidated financial statements and accompanying notes and other information appearing elsewhere in this Form 10-Q.


	At or for the						At or for the
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
NOMINAL AND PER SHARE DATA
Net earnings per common share, diluted	$	0.88		$	0.45		$	0.97		$	1.63
Operating earnings per common share, diluted (1)(2)	0.58			0.50			1.61			1.67
Net income, (thousands)	37,509			19,545			41,346			71,043
Operating net income, (thousands) (1)(2)	24,789			21,516			68,891			73,002
Net interest income, non FTE	88,059			90,334			264,731			280,626
Net interest income, FTE (4)	90,082			92,314			270,773			286,476
Total common shares outstanding, (thousands)	42,982			43,822			42,982			43,822
Average diluted shares, (thousands)	42,454			43,347			42,658			43,640
Total book value per common share	24.90			21.70			24.90			21.70
Tangible book value per common share (2)	24.53			21.23			24.53			21.23
Dividends per common share	0.18			0.18			0.54			0.54
Dividend payout ratio	20.63		%	40.56		%	56.67		%	33.67		%

PERFORMANCE RATIOS (3)
Return on equity	14.29		%	7.91		%	5.37		%	9.57		%
Operating return on equity (1)(2)	9.44			8.71			8.94			9.83
Return on tangible common equity (1)(2)	14.83			8.45			5.80			10.16
Operating return on tangible common equity (1)(2)	9.91			9.27			9.43			10.43
Return on assets	1.28			0.66			0.47			0.80
Operating return on assets (1)(2)	0.85			0.73			0.78			0.82
Net interest margin, FTE (4)	3.16			3.18			3.17			3.33
Efficiency ratio (1)(2)	63.74			65.05			64.45			62.65


FINANCIAL DATA (in millions, end of period)
Total assets	$	11,605		$	12,140		$	11,605		$	12,140
Total earning assets	10,922			11,400			10,922			11,400
Total loans	9,212			8,984			9,212			8,984

Total deposits	9,577			9,981			9,577			9,981
Loans/deposits (%)	96		%	90		%	96		%	90		%
Total shareholders' equity	1,070			951			1,070			951

ASSET QUALITY
Allowance for credit losses, (millions)	$	112		$	103		$	112		$	103
Net charge-offs, (millions)	(6)			(5)			(11)			(18)
Net charge-offs (QTD annualized)/average loans	0.24		%	0.24		%	0.16		%	0.28		%
Provision expense, (millions)	$	6		$	8		$	18		$	25

Non-accruing loans/total loans	0.26		%	0.30		%	0.26		%	0.30		%
Allowance for credit losses/non-accruing loans	467			386			467			386
Allowance for credit losses/total loans	1.22			1.14			1.22			1.14

CAPITAL RATIOS
Common equity tier 1 capital to risk-weighted assets	12.0		%	12.1		%	12.0		%	12.1		%
Tier 1 capital leverage ratio	9.9			9.8			9.9			9.8
Tangible common shareholders' equity/tangible assets (2)	9.1			7.7			9.1			7.7

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____________________________________________________________________________________________

(1) Operating measurements are non-GAAP financial measures that are adjusted to exclude net non-operating charges primarily related to acquisitions and restructuring activities. Refer to "Reconciliation of Non-GAAP Financial Measures" for additional information.

(2) Non-GAAP financial measure. Refer to "Reconciliation of Non-GAAP Financial Measures" for additional information.

(3) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(4) Fully taxable equivalent considers the impact of tax advantaged investment securities and loans.

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AVERAGE BALANCES AND AVERAGE YIELDS/RATES

The following table presents average balances and an analysis of average rates and yields on an annualized fully taxable equivalent basis for the periods included:


	Three Months Ended September 30,
	2024						2023
(Dollars in millions)	Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)		Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)
Assets
Loans:
Commercial real estate	$	4,717	$	79	6.54	%	$	4,385	$	71	6.32	%
Commercial and industrial loans	1,380		27		7.79		1,436		27		7.48
Residential mortgages	2,712		30		4.31		2,618		26		3.97
Consumer loans	424		8		7.43		513		9		7.33
Total loans (1)	9,233		144		6.11		8,952		133		5.88
Investment securities (2)	1,340		8		2.49		2,171		13		2.40
Short-term investments & loans held for sale (3)	563		7		4.98		267		3		4.76
New York branch loans held for sale (4)	31		—		5.44		—		—		—
Total interest-earning assets	11,167		159		5.62		11,390		149		5.19
Intangible assets	17				x		21				X
Other non-interest earning assets	511				x		449

Total assets	$	11,695					$	11,860
Liabilities and shareholders’ equity
Deposits:
Non-interest-bearing demand deposits	$	2,250	$	—	—	%	$	2,553	$	—	—	%
NOW and other	743		3		1.54		858		2		1.15
Money market	2,935		25		3.35		2,697		18		2.69
Savings	1,002		3		1.17		1,082		2		0.77
Time	2,430		26		4.31		2,440		22		3.43
Total deposits	9,360		57		2.42		9,630		44		1.81
Borrowings and notes (5)	782		11		5.44		1,010		14		5.32
New York branch non-interest-bearing deposits (4)	51		—		—		—		—		—
New York branch interest-bearing deposits (4)	207		1		2.87		—		—		—
Total funding liabilities	10,400		69		2.64		10,640		58		2.15
Other non-interest earning liabilities	245						232

Total liabilities	10,645						10,872


Total common shareholders' equity	1,050						988
Total shareholders’ equity	1,050						988
Total liabilities and shareholders’ equity	$	11,695					$	11,860
Net interest margin, FTE					3.16	%					3.18	%



Supplementary data
Net Interest Income, non FTE	$	88.1					$	90.3
FTE income adjustment (6)	2.0						2.0
Net Interest Income, FTE	$	90.1					$	92.3

(1) The average balances of loans include nonaccrual loans and deferred fees and costs.

(2) The average balance for securities available for sale is based on amortized cost.

(3) Interest income on loans held for sale is included in loan interest income on the Consolidated Statements of Income statement.

(4) New York branch loans and deposits moved to held for sale on March 4, 2024.

(5) The average balances of borrowings include the finance lease obligation presented under other liabilities on the Consolidated Balance Sheets.

(6) Fully taxable equivalent considers the impact of tax advantaged investment securities and loans. The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 27%.

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	Nine Months Ended September 30,
	2024						2023
(Dollars in millions)	Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)		Average Balance		Interest (FTE basis)		Yield/Rate (FTE basis)
Assets
Loans:
Commercial real estate	$	4,640	$	231	6.51	%	$	4,279	$	199	6.13	%
Commercial and industrial loans	1,373		80		7.68		1,486		81		7.22
Residential mortgages	2,692		85		4.22		2,464		71		3.85
Consumer loans	440		24		7.38		525		28		7.28
Total loans (1)	9,145		420		6.06		8,754		379		5.74
Investment securities (2)	1,466		27		2.39		2,222		38		2.30
Short-term investments & loans held for sale (3)	550		21		5.04		380		13		4.70
New York branch loans held for sale (4)	35		2		5.71		—		—		—
Total interest-earning assets	11,196		470		5.53		11,356		430		5.03
Intangible assets	18				x		22				X
Other non-interest earning assets	501				x		452

Total assets	$	11,715					$	11,830
Liabilities and shareholders’ equity
Deposits:
Non-interest-bearing demand deposits	$	2,281	$	—	—	%	$	2,617	$	—	—	%
NOW and other	768		8		1.45		1,121		12		1.43
Money market	2,975		74		3.31		2,637		42		2.14
Savings	1,015		8		1.07		1,069		2		0.46
Time	2,456		77		4.20		2,181		50		2.95
Total deposits	9,495		167		2.35		9,625		106		2.02
Borrowings and notes (5)	633		27		5.49		996		39		5.23
New York branch non-interest-bearing deposits (4)	60		—		—		—		—		—
New York branch interest-bearing deposits (4)	243		5		2.74		—		—		—
Total funding liabilities	10,431		199		2.54		10,621		145		1.82
Other non-interest earning liabilities	257						219

Total liabilities	10,688						10,840


Total common shareholders' equity	1,027						990
Total shareholders’ equity	1,027						990
Total liabilities and shareholders’ equity	$	11,715					$	11,830
Net interest margin, FTE					3.17	%					3.33	%



Supplementary data
Net Interest Income, non FTE	$	264.7					$	280.6
FTE income adjustment (6)	6.0						5.9
Net Interest Income, FTE	$	270.7					$	286.5

(1) The average balances of loans include nonaccrual loans and deferred fees and costs.

(2) The average balance for securities available for sale is based on amortized cost.

(3) Interest income on loans held for sale is included in loan interest income on the Consolidated Statements of Income.

(4) New York branch loans and deposits moved to held for sale on March 4, 2024.

(5) The average balances of borrowings include the finance lease obligation presented under other liabilities on the Consolidated Balance Sheets.

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NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles (“GAAP”). These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’s GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is provided below. In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders. An item which management excludes when computing non-GAAP operating earnings can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP operating earnings information set forth is not necessarily comparable to non- GAAP information which may be presented by other companies. Each non-GAAP measure used by the Company in this report as supplemental financial data should be considered in conjunction with the Company’s GAAP financial information.

The Company utilizes the non-GAAP measure of operating earnings in evaluating operating trends, including components for operating revenue and expense. These measures exclude amounts which the Company views as unrelated to its normalized operations. These items primarily include restructuring costs. Restructuring costs generally consist of costs and losses associated with the disposition of assets and liabilities and lease terminations, including costs related to branch sales.

The Company also calculates operating earnings per share based on its measure of operating earnings and diluted common shares. The Company views these amounts as important to understanding its operating trends, particularly due to the impact of accounting standards related to merger and acquisition activity. Analysts also rely on these measures in estimating and evaluating the Company’s performance. Adjustments in 2024 were primarily related to branch sales and loss on sale of AFS securities. Adjustments in 2023 were primarily related to branch consolidations.

Management believes that the computation of non-GAAP operating earnings and operating earnings per share may facilitate the comparison of the Company to other companies in the financial services industry. The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following table summarizes the reconciliation of non-GAAP items recorded for the periods indicated:


		At or for the Three Months Ended September 30,						At or for the Nine Months Ended September 30,
(In thousands)		2024			2023			2024			2023
GAAP Net income		$	37,509		$	19,545		$	41,346		$	71,043

Adj: Loss on sale of AFS securities		—			—			49,909			—
Adj: Net (gains) on sale of business operations and assets		(16,048)			—			(16,048)			—


Adj: Restructuring and other expense		(297)			2,607			2,936			2,592


Adj: Income taxes		3,625			(636)			(9,252)			(633)
Total operating income (non-GAAP) (1)	(A)	$	24,789		$	21,516		$	68,891		$	73,002

GAAP Total revenue		$	125,614		$	107,799		$	289,820		$	331,791
Adj: Loss on sale of AFS securities		—			—			49,909			—
Adj: Net (gains) on sale of business operations and assets		(16,048)			—			(16,048)			—
Total operating revenue (non-GAAP) (1)	(B)	$	109,566		$	107,799		$	323,681		$	331,791

GAAP Total non-interest expense		$	71,960		$	76,513		$	218,911		$	222,516
Less: Total non-operating expense (see above)		297			(2,607)			(2,936)			(2,592)

Operating non-interest expense (non-GAAP) (1)	(C)	$	72,257		$	73,906		$	215,975		$	219,924

(In millions, except per share data)
Total average assets	(D)	$	11,695		$	11,860		$	11,713		$	11,830
Total average shareholders’ equity	(E)	1,050			988			1,027			990
Total average tangible shareholders’ equity (1)	(G)	1,034			967			1,009			967

Total tangible shareholders’ equity, period-end (2)(3)	(I)	1,054			930			1,054			930

Total tangible assets, period-end (1)	(J)	11,588			12,119			11,588			12,119
Total common shares outstanding, period-end (thousands)	(K)	42,982			43,822			42,982			43,822
Average diluted shares outstanding (thousands)	(L)	42,454			43,347			42,658			43,640

Earnings per common share, diluted		$	0.88		$	0.45		$	0.97		$	1.63
Operating earnings per common share, diluted (1)	(A/L)	0.58			0.50			1.61			4.67
Book value per common share, period-end		24.90			21.70			24.90			21.70
Tangible book value per common share, period-end (1)	(I/K)	24.53			21.23			24.53			21.23
Total shareholders' equity/total assets		9.22			7.83			9.22			7.83
Total tangible shareholder's equity/total tangible assets (1)	(I/J)	9.10			7.68			9.10			7.68
		x
Performance ratios (3)		x
Return on equity		14.29		%	7.91		%	5.37		%	9.57		%
Operating return on equity (1)	(A/E)	9.44			8.71			8.94			9.83
Return on tangible common equity (1)(4)		14.83			8.45			5.80			10.16
Operating return on tangible common equity (1)(4)	(A+O)/(G)	9.91			9.27			9.43			10.43
Return on assets		1.28			0.66			0.47			0.80
Operating return on assets (1)	(A/D)	0.85			0.73			0.78			0.82
Efficiency ratio (1)(7)	(C-O)/(B+M+P)	63.74			65.05			64.45			62.65

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Supplementary data (In thousands)		xx
Tax benefit on tax-credit investments (5)	(M)	N/M	$	1,979	N/M	$	7,611
Non-interest income tax-credit investments amortization (6)	(N)	N/M	(1,463)		N/M	(5,959)
Net income on tax-credit investments	(M+N)	N/M	516		N/M	1,652

Intangible amortization	(O)	1,128	1,205		3,473	3,615
Fully taxable equivalent income adjustment	(P)	2,023	1,980		6,042	5,850

_____________________________________________________________________________________________

(1) Non-GAAP financial measure.

(2) Total tangible shareholders’ equity is computed by taking total shareholders’ equity less the intangible assets at period-end. Total tangible assets is computed by taking total assets less the intangible assets at period-end.

(3) Ratios are annualized and based on average balance sheet amounts, where applicable. Quarterly data may not sum to year-to-date data due to rounding.

(4) Operating return on tangible common equity is computed by dividing the total operating income adjusted for the tax-affected amortization of intangible assets, assuming a 27% marginal rate, by tangible equity.

(5) The tax benefit is the direct reduction to the income tax provision due to tax credits and deductions generated from investments in tax equity investments.

(6) The non-interest income amortization is the reduction to the tax-advantaged investments and are incurred as the tax credits are generated.

(7) As of January 1, 2024, the Company elected the proportional amortization method for certain tax credits eliminating the need to adjust the efficiency ratio for tax credit impacts.

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GENERAL

Management’s discussion and analysis of financial condition and results of operations is intended to assist in

understanding the financial condition and results of operations of the Company. The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this document and with the Company’s consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2023 Annual Report on Form 10-K. In the following discussion, income statement comparisons are against the same period of the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Financial results discussed herein are not necessarily indicative of the results for the year 2024 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable. Tax-equivalent adjustments are the result of increasing income from tax-advantaged loans and securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 27% marginal rate (including state income taxes net of federal benefit). In the discussion, unless otherwise specified, references to earnings per share and "EPS" refer to diluted earnings per common share.

Berkshire Hills Bancorp, Inc. (“Berkshire” or “the Company”) is a Delaware corporation headquartered in Boston and the holding company for Berkshire Bank (“the Bank”) which operates as a commercial bank under a Massachusetts trust company charter. Established in 1846, the Bank provides business and consumer banking, mortgage, wealth management, and investment services, with a vision to be a high performing, relationship focused community bank. Berkshire has approximately $11.6 billion in assets and presently operates 83 branch offices in New England and New York.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of words such as “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment and inflation, access to cost effective funding, changes in the quality and composition of our loan portfolio, legislative, regulatory and accounting changes, breaches or failures of our information technology systems, the success of new business initiatives or integration of merged or acquired entities, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that Berkshire Hills Bancorp files with the Securities and Exchange Commission ("SEC"), including the Risk Factors set forth in Item 1A of the Company’s 10-K, as supplemented by its Quarterly Reports on Form 10-Q and other SEC filings.

Because of these and other uncertainties, Berkshire’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, Berkshire’s past results of operations do not necessarily indicate Berkshire’s combined future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. Berkshire is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Berkshire qualifies all of its forward-looking statements by these cautionary statements.

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OVERVIEW

Third quarter 2024 earnings per share increased 96% year-over-year to $0.88 from $0.45 due primarily to a non-operating gain of $0.30 per share after-tax recorded on the sale of ten branches in the state of New York. This sale was announced in the first quarter of 2024 and was completed on schedule in the third quarter. The non-GAAP measure of operating earnings per share increased 16% to $0.58 from $0.50 including the benefit of fee income growth, reduced operating expenses, and lower credit loss provision expense.

For the first nine months of the year, earnings per share decreased 40% year-over-year to $0.97 from $1.63 due primarily to a non-operating loss of $0.89 per share after-tax on the sale of investment securities in the first quarter of 2024. These securities were carried at fair value on the Company’s balance sheet and this loss therefore had no effect on shareholders’ equity. Year-to-date operating earnings per share, excluding the securities loss and branch sale gain, decreased 4% to $1.61 from $1.67 primarily due to a lower net interest margin reflecting ongoing impacts of rising deposit costs.

The Company’s return on tangible common equity was 14.83% for the third quarter and 5.80% for the first nine months of 2024. The non-GAAP measure of operating return on tangible common equity was 9.91% and 9.43% for the above respective periods. Sequential growth in quarterly operating earnings in 2024 has contributed to sequential improvements in the Company’s capital profile. The third quarter return on assets measured 1.28% in 2024, while the non-GAAP measure of operating return on assets reached a five quarter high of 0.85%.

Total assets decreased 7% to $11.6 billion at period-end from $12.4 billion at year-end 2023, primarily reflecting lower cash and equivalents used as consideration in the branch sale and a reduction from seasonally high overnight customer deposits at the end of 2023. Total loans increased 2% year-to-date, with growth in all major categories except consumer loans, which reflected the targeted runoff and sale of installment loans. Excluding the $383 million in deposits sold, average quarterly deposits decreased 2% in the third quarter of 2024 compared to the fourth quarter of 2023.

The branch sale was another step in the Bank’s efforts to create efficiencies in its branch network to support investment in its bankers and client experience. It was targeted to improve long-term operating earnings and profitability while avoiding layoffs and the costs of real estate dispositions. The sale concentrates the Bank’s overall geographic footprint and reduces certain expenses. With the sale of the ten branches, Berkshire’s total branch count was reduced to 83 offices in New England and New York, including 16 offices in its Albany and Rome/Utica markets.

Measures of asset quality remained favorable in the first nine months of 2024. Delinquent and non-performing loans were 0.53% of total period-end loans; this was the lowest quarterly level in more than 15 years.

Liquidity remained satisfactory in 2024. The ratio of loans to deposits measured 96% at period-end, compared to 85% at the start of the year. Capital further strengthened, with the ratio of equity to assets increasing to 9.2% from 8.1%. Period-end book value per share grew 7% to $24.90 and the non-GAAP measure of tangible book value per share also advanced 7% to $24.53.

In September 2024, the Federal Reserve Bank reduced the target Federal Funds rate by 50 basis points, with the effective rate decreasing to 4.83% from 5.33%. The target rate had been raised beginning in March 2022, with the effect of an increase from an effective rate of 0.08% and reaching 5.33% in August 2023. At the time when the target rate was reduced, the median projection by the Federal Reserve Board governors predicted a further 50 basis point reduction by year-end 2024, and an additional 100 basis point reduction by year-end 2025. This significant change in policy has contributed to focus in the banking industry about the future direction of bank net interest margins. The yield curve for treasury obligations has become less inverted following a prolonged period of inversion. Historically, industry revenues have responded positively to the normalization of the yield curve following periods of inversion.

In June 2024, Senior Managing Director and Chief Accounting Officer Brett Brbovic was promoted to Executive Vice President and Chief Financial Officer, replacing R. David Rosato. During 2024, the Company also announced the recruitment of commercial deposit relationship managers and private bankers. Additionally, it announced the planned move and expansion of a Boston branch to support the expanded commercial and private banking teams

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serving the Greater Boston market. In the most recent quarter, the Bank launched Berkshire One, its innovative suite of digital-first banking solutions to complement its branch and concierge banking channels.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

Summary. Third quarter 2024 net income increased year-over-year $18 million, or 92%, to $38 million due primarily to a non-operating gain of $16 million recorded on the sale of ten branches in the state of New York. The non-GAAP measure of operating income increased year-over-year $3 million, or 15%, to $25 million due to the benefit of reduced operating expenses and lower credit loss provision expense.

For the first nine months of the year, net income decreased $30 million, or 42% to $41 million due primarily to a non-operating loss of $50 million on the sale of securities in the first quarter. These securities were carried at fair value on the Company’s balance sheet and this loss therefore had no effect on shareholders’ equity. Year-to-date operating income, excluding the securities loss and branch sale gain, decreased $4 million, or 6%, to $69 million.

Lower year-to-date operating results primarily reflected a lower net interest margin due to ongoing impacts of rising deposit costs. The Company has adjusted to these impacts with calibrated loan growth, improving credit quality, and continued expense management. Additionally, the securities sales in the fourth quarter of 2023 and first quarter of 2024 facilitated the reduction of higher costing funds with proceeds from the sale of lower yielding securities, as well as reinvestment in higher yielding short-term investments.

Nine month operating expenses were reduced through focused expense disciplines together with branch consolidations and the branch sale. Due to the margin pressures, the nine month efficiency ratio measured 64.45% in 2024 compared to 62.65% in 2023. The efficiency ratio improved to 63.74% in the most recent quarter, reflecting the cumulative benefit of the Company’s profitability initiatives. Earnings have also benefited from lower credit loss provision expense in 2024 even as the Company has increased the ratio of the allowance for credit losses to total loans.

Effective January 1, 2024, the Company elected the proportional amortization method for its tax credit equity investments in public welfare investment projects which consist of Affordable Housing and New Market tax credit

investments. This election had no impact on net income. As a result of this election, certain noncash charges which had been posted to non-interest income are now posted to income tax expense. As a result, non-interest income, total revenue, and tax expense are not comparable on a year-over-year basis. The amount charged against non-interest income and credited to tax expense in 2023 was $1.5 million in the third quarter and $6.0 million of the first nine months of the year.

Net Interest Income. Third quarter net interest income decreased year-over-year by $2 million, or 3%, to $88 million due to a 2% decrease in average earning assets and a 2 basis point reduction in the net interest margin to 3.16% from 3.18%. The decrease in average earning assets reflected the use of funds from securities sales to pay down higher cost borrowings. The net interest margin reached a recent low of 3.11% in the fourth quarter of 2023 and then increased to 3.20% in the second quarter of 2024 including the benefit of the sale of $362 million in lower yielding securities. The margin decreased to 3.16% in the most recent quarter including the impact of the sale of deposits in branches that were sold. Including deposits held for sale, total average deposits decreased $160 million, or 2%, linked quarter. Branches sold in the final week of the third quarter included deposits totaling $159 million which were included in average deposits in the quarter.

The third quarter 2024 yield on earning assets increased year-over-year by 43 basis points, while the cost of funds increased by 49 basis points. This differential was primarily driven by the differential between the yield on loans, which increased 23 basis points compared to the cost of deposits, which increased 61 basis points year-over-year. The Federal Reserve Bank shift in policy in the most recent quarter towards lowering interest rates was too late to result in lower quarter-over-quarter changes in yields and costs.

On a year-over-year basis in the third quarter, an $831 million decrease in lower yielding average investment securities funded a $281 million increase in average loans, a $296 million increase in average short-term

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investments, and a $228 million decrease in average borrowings. The 3% increase in average loans was primarily due to a $332 million increase in higher yielding average commercial real estate loans.

For the first nine months of the year, net interest income decreased year-over-year by $16 million, or 6%. This was primarily due to a decrease in the net interest margin to 3.17% from 3.33% primarily due to rising deposit costs, together with a 1% decrease in average earning assets.

Non-Interest Income. Third quarter non-interest income increased year-over-year by $20 million, or 115%, due primarily to the $16 million gain on the branch sale.

As previously noted, total non-interest income is not comparable year-over-year due to the change in tax accounting in 2024. Third quarter fee income increased year-over-year including a 12% increase in loan related fees, a 19% increase in SBA loan sale gains, and an 8% increase in wealth management fees. This growth generally represented increased business volume and benefited from the Company’s investment in front line staff and technology.

For the first nine months of the year, total non-interest income decreased $26 million, or 51%, due primarily to the $50 million first quarter loss on the sale of securities partially offset by the $16 million third quarter gain on the branch sale. The four fee income categories collectively were stable from year to year. Fee income increased sequentially in each of the quarters in 2024.

Provision Expense for Credit Losses. Provision expense decreased year-over-year by $2.5 million, or 31%, in the third quarter and by $7 million, or 28%, for the first nine months. Nine month net loan charge-offs decreased 37% to $11 million and measured 0.16% of average loans in 2024 compared to 0.28% in 2023. The 2024 provision resulted in a $7 million increase to $112 million in the allowance for credit losses on loans and an increase in the ratio of the allowance to total loans to 1.22% at period-end compared to 1.17% at the start of the year.

Non-Interest Expense. Non-interest expense decreased year-over-year by $5 million, or 6%, for the third quarter and by $4 million, or 2% for the first nine months of the year. The non-GAAP measure of operating non-interest expense decreased by 2% for both of these periods, declining $2 million for the third quarter and $4 million for the year-to-date.

For the year-to-date, the largest decrease in operating expense was occupancy, which decreased $3 million or 11%. This included the impact of four branch consolidations in 2023, three branch consolidations in 2024, and ten branches sold in 2024, together with dispositions of other excess properties. Of note, the sales of eight of the branches sold were completed near the end of the most recent quarter. Year-to-date marketing expense was reduced by $2 million, or 41%, primarily due to the streamlining of certain media contracts. Nine month compensation expense increased by $2 million, or 2%. Full time equivalent staff totaled 1,232 at period-end, compared to 1,340 at the start of the year. All staff related to the ten branches sold were offered employment by the branch buyers. FTE staff was reduced by 40 positions as a result of the branch sale, and staff count was reduced based on a workforce realignment in the first quarter of the year. The Company is focused on efficiencies to reduce overhead and to deepen its investment in frontline staff and customer engagement technology.

Operating non-interest expense decreased sequentially in recent quarters due to the Company’s initiatives. In the most recent quarter, the category of “other expenses” increased $2 million over the prior quarter due primarily to one commercial check fraud. Excluding this item, total operating expense decreased compared to the linked quarter.

Income Tax Expense. As previously noted, income tax expense in 2024 is not comparable to 2023 and prior years due to the change in the accounting method for certain equity tax credit investments. In 2024, the effective income tax rate was 22% for the third quarter and for the first nine months of the year.

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COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

General. Total assets decreased $0.8 billion, or 7%, to $11.6 billion in the first nine months of 2024. Short-term investments and total deposits declined from elevated year-end 2023 levels. Investment securities declined in line with the deposits transferred in the sale of ten branches. Total loans increased from organic growth, net of balances sold, and there was a corresponding increase in borrowings. Loans/deposits increased to 96% from 85%. Equity/assets increased to 9.2% from 8.1%.

Investment Securities. Investment securities decreased by $0.4 billion, or 24%, to $1.2 billion during the first nine months of the year. This was primarily due to the sale of lower yielding securities near the end of the first quarter. This improved the Company’s liquidity in advance of the branch sale and benefited earnings as the sale proceeds were used to pay down higher cost funds. The yield on the securities portfolio was 2.49% in the third quarter of 2024 compared to 2.40% in the fourth quarter of 2023.

Loans. Total loans increased $0.2 billion, or 2%, to $9.2 billion in the first nine months of 2024, primarily reflecting balanced ongoing commercial originations. In 2024, the Company sold $47 million in seasoned residential mortgages early in the third quarter and transferred $47 million in consumer loans to held for sale at the end of the third quarter; this sale was completed in October. Additionally, the Company sold $50 million in residential mortgage and consumer loan balances as part of the branch sale. Adjusted for these balances sold, total loans increased 4% for the year-to-date. The yield on total loans was 6.11% in the most recent quarter, compared to 5.97% in the final quarter of 2023.

Commercial loans comprised 66% of total loans and increased $0.3 billion, or 5%, to $6.1 billion during the first nine months of 2024. Growth was recorded in all major categories of commercial loans, including an 11% increase in multifamily loans and a 22% increase in owner-occupied commercial real estate loans. Based on the supervisory definition of commercial real estate loans which excludes owner-occupied properties, the supervisory measure of commercial real estate loans to total bank regulatory capital measured 283% at period-end, compared to 286% at year-end 2023. The supervisory measure of construction loans to bank regulatory capital measured 50% and 51% at the above respective dates.

The Company has a diversified commercial real estate portfolio primarily located in suburban markets in its footprint. The commercial real estate loan portfolio increased $0.2 billion, or 6%, to $4.7 billion in the first nine months of 2024, and constituted 51% of the total loan portfolio at period-end. There were $1 million in net charge-offs of commercial real estate loans in the first nine months of 2024. Nonaccruing loans were 0.22% of total commercial real estate loans at period-end compared to 0.10% at year-end 2023. Period-end loans rated substandard were 1.41% of commercial real estate loans, compared to 1.95% at year-end 2023. At period-end, the largest property type concentrations (over 5% of the portfolio and excluding construction loans) were retail trade (20%), multifamily (14%), office (11%), healthcare (9%), and hospitality (7%). The largest category, retail trade, was primarily comprised of properties anchored by strong grocery and big box tenants in suburban areas – with no significant tenant concentrations, and negligible indoor mall exposure. The $502 million office portfolio was approximately 70% composed of Class A properties and approximately 76% of the office portfolio was maturing after 2025. Boston properties were 16% of the office portfolio, with no high-rise office buildings. Construction loans consisted primarily of multifamily (approximately 46%) and industrial (approximately 14%) at period-end.

Residential mortgage loans comprised 30% of loans and were unchanged at $2.8 billion in the first nine months of 2024. Consumer loans comprised 4% of loans and decreased $0.1 billion, or 23%, for the year-to-date. This was largely due to targeted run-off and sales of unsecured consumer installment loans.

Asset Quality and Allowance for Credit Losses on Loans

Loan performance indicators were little changed since year-end 2023 and remained at historically favorable levels. Total delinquent and non-performing loans measured 0.53% of loans at period-end, compared to 0.54% at the start of the year. This was the lowest quarterly level in more than 15 years. It included non-performing loans measuring 0.26% and 0.24% of total loans at the above respective dates.

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Annualized year-to-date net loan charge-offs measured 0.16% of average loans compared to 0.26% for the year 2023. Criticized loans/total loans decreased to 2.51% of total loans from 2.71% in the first nine months of the year, including a reduction in classified loans to 1.38% of loans from 1.69% of loans. Potential problems loans, which are defined as accruing classified loans, decreased to $103 million from $132 million for the year-to-date. Improvements in borrower risk ratings have generally reflected borrowers adjusting operations to mitigate the impact of higher interest rates on variable rate loans and to the impact of changing supply/demand conditions.

The allowance for credit losses on loans increased by $7 million, or 6%, to $112 million during the first nine months of the year. In addition to reflecting the 2% loan growth, this also reflected an increase in the ratio of the allowance to total loans to 1.22% from 1.17%. The increase in reserve coverage reflected increases in all major loan categories except non-owner occupied commercial real estate, for which the ratio of the allowance to loans decreased to 1.41% from 1.47%. The largest increase was the reserve related to commercial and industrial loans, which grew by $5 million, increasing to 1.71% of loans from 1.37%. Due to the sale of consumer loans, the related reserve decreased by $5 million, while the coverage ratio increased to 6.08% from 5.46%. Consumer loans include home equity loans and installment loans. Factors contributing to higher reserves included longer expected loan lives and increased qualitative reserves related to macroeconomic and federal policy uncertainties.

Deposits and Borrowings. For the first nine months of the year, total deposits decreased by $1.1 billion, or 10%, to $9.6 billion. This included the sale of $0.4 billion in deposits due to the sale of ten branches in the third quarter. All categories of deposits decreased, including a reduction in short-term payroll related balances which vary daily and which were elevated at year-end 2023. Average deposits in the most recent quarter were $9.4 billion, decreasing $0.6 billion, or 6%, from the fourth quarter of 2023. Excluding deposits sold, average deposits decreased $0.2 billion, or 2%.

The branch sale included $383 million in deposits, consisting of $77 million of non-interest bearing deposits, $25 million of NOW deposits, $77 million of money market deposits, $45 million of savings deposits, and $159 million of time deposits. Approximately $224 million in deposits were sold early in the first month of the quarter and $158 million were sold near the end of the quarter. The average balance of deposits held for sale was $259 million in the third quarter and included some accounts which were not sold because client selected deposit retention exceeded expectations.

Non-interest bearing deposits were 24% of average deposits in the third quarter of 2024 compared to 25% in the fourth quarter of 2023. All major categories of average deposits decreased between these two periods, primarily in transaction deposits. The total cost of deposits increased to 2.42% in the most recent quarter compared to 2.11% in the fourth quarter of 2023. The cost of deposits held for sale in the most recent quarter was 2.30%.

Total borrowings increased year-to-date by $0.2 billion, or 40%, to $0.8 billion. The cost of borrowings was unchanged at 5.4% in the most recent quarter compared to the fourth quarter of 2023. Average borrowings increased by $0.1 billion, or 15%, to $0.7 billion in the most recent quarter compared to the fourth quarter of 2023.

Derivative Financial Instruments

The notional amount of derivative financial instruments totaled $4.8 billion at period-end, which was unchanged from year-end 2023. The net fair value of these instruments at period-end was a liability of $19 million, decreasing from a liability of 30 million at year-end 2023. Included in derivative financial instruments are $800 million in cash flow hedges on commercial loans, of which $275 million mature in 2025, $425 million mature in 2026, and $100 million mature in 2027. The Company recorded a $473 thousand charge to interest expense for the realized loss on cash flow hedging instruments in the first nine months of 2024.

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Shareholders’ Equity. Capital measures remained strong and improved in the first nine months of 2024. Total shareholders’ equity increased $58 million, or 6%, to $1.1 billion. The $50 million loss on the first quarter sale of securities resulted in a credit to accumulated other comprehensive loss and an offsetting charge against earnings. Year-to-date net income totaled $41 million, dividends totaled $23 million, and share repurchases totaled $18 million. Excluding the securities loss, which had no impact on total equity, net income for the first nine months of 2024 totaled $80 million, which was the primary reason for the 6% increase in total equity.

Book value per share increased by $1.63, or 7%, to $24.90 in the first nine months of 2024. The non-GAAP measure of tangible book value per share increased by $1.71, or 7%, to $24.53. Share repurchases in 2024 were accretive to book value measures, based on the average repurchase price of approximately $21.94.

Reflecting the increase in equity and the decrease in total assets, the ratio of equity to assets increased to 9.2% from 8.1% and the non-GAAP measure of tangible common equity to tangible assets increased to 9.1% from 8.0%. The common equity Tier 1 capital ratio measured 12.0% at both period-end and year-end 2023.

Liquidity and Cash Flows

Liquidity is defined as the ability to generate sufficient cash flows to meet all present and future funding requirements at reasonable costs for the Company, including the Bank. Liquidity management addresses both the Company’s ability to fund new loans and investments pursuant to commitments and as opportunities arise, to meet customer deposit withdrawals and to repay borrowings and subordinated notes as they mature. The Company views its liquidity as satisfactory for current conditions as well as for stressed scenarios in its liquidity testing models.

At September 30, 2024, liquid assets totaling $1.2 billion included cash and equivalents totaling $0.6 billion and securities available for sale totaling $0.6 billion. At year-end 2023 liquid assets were $2.2 billion, including $1.2 billion in cash and equivalents and $1.0 billion in securities available for sale.

At September 30, 2024, wholesale funds totaled $1.2 billion, including $0.7 billion in borrowings and $0.5 billion in brokered deposits. At year-end 2023, wholesale funds totaled $1.0 billion evenly split between borrowings and brokered deposits.

Unused borrowing availability at period-end from the Federal Home Loan Bank of Boston “FHLBB” and the Federal Reserve Bank of Boston (“FRB”) totaled $3.7 billion, compared to $4.0 billion at year-end 2023. Borrowings from these sources are supported by collateral, to the extent utilized. Cash balances at the holding company totaled $71 million at period-end.

During the first nine months of 2024, total cash and equivalents decreased to $0.6 billion from $1.2 billion as deposits decreased from elevated overnight levels at year-end 2023. For the year-to-date, the primary source of funds was securities sales totaling $0.4 billion and the primary additional uses of funds were the outflow of $0.3 billion due to the branch sale and $0.3 billion in net loan growth.

Capital Resources

Please see the “Shareholders’ Equity” section of the Comparison of Financial Condition for a discussion of shareholders’ equity together with the note on Shareholders' Equity in the consolidated financial statements. Additional information about capital resources and regulatory capital is contained in the notes to the consolidated financial statements and in the Company's most recent Form 10-K.

The Company’s goal is to maintain sound capitalization and use capital generation to support organic growth and shareholder distributions in the form of dividends and stock repurchases. The Company’s goal is to maintain a “well-capitalized” regulatory designation under projected and stressed financial projections.

In most recent periods, the Company has returned excess capital to shareholders through stock repurchases. The Company’s long-term goal is to maintain an efficient capital structure and to provide a return in excess of the cost of its common equity capital.

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As a result of rising interest rates, available for sale bond portfolios in banks are generally subject to unrealized losses which result in charges against accumulated other comprehensive income (“AOCI”) and reduce the book value of shareholders’ equity. Like many of its peers, the Company utilizes an option in reporting its regulatory equity which excludes changes in AOCI in the calculation of regulatory capital. Reductions in bond valuations due to changes in market interest rates are reversed as bonds approach maturity. These reversals are accreted to AOCI over time, restoring the book value of equity. The balance of AOCI was a loss of $89 million at period-end, compared to a loss of $143 million at year-end 2023. This reduction was primarily due to the realization of $50 million in losses with the securities sale in the first quarter of 2024.

While the Company monitors the book value of equity and related metrics, it primarily manages capital based on regulatory capital measures, with a focus on the common equity Tier 1 capital ratio. This ratio measured 12.0% both at period-end and year-end 2023.

In acting as a source of strength for the Bank, the Company relies in the long term on capital distributions from the Bank in order to provide operating and capital service for the Company, which in turn can access national financial markets to provide financial support to the Bank. Capital distributions from the Bank to the parent company presently require approval by the FDIC.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements

included in its most recent Annual Report on Form 10-K. Modifications to significant accounting policies made during the year are described in Note 1 to the consolidated financial statements included in Item 1 of this report. The preparation of the consolidated financial statements in accordance with GAAP and practices generally applicable to the financial services industry requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates.

Management has identified the Company's most critical accounting policies as related to:

• Allowance for Credit Losses on Loans

• Fair Value Measurements

These policies are considered most critical in that they are important to the Company’s financial condition and results, and they require management’s subjective and complex judgment as a result of the need to make estimates about the effects of matters that are inherently uncertain. Both of these policies were significant in determining income and financial condition in the financial statements. There is further discussion of the application of these policies in the Form 10-K.

CORPORATE RESPONSIBILITY UPDATE

Berkshire Bank is a performance and purpose-driven, values-guided bank providing strength, stability and trusted advice to create a positive impact for its clients and communities while upholding equitable, ethical, responsible and sustainable business practices. Corporate responsibility highlights for the year-to-date include:

•Berkshire was named one of the Most Trustworthy Companies in America 2024 by Newsweek and received an Association of Marketing and Communication Professionals Communitas Award for leadership in corporate responsibility for the seventh consecutive year.

•The Company released its 2023 Sustainability Report highlighting all that Berkshire is doing to be a responsible, equitable and sustainable bank while elevating its client experience and community impact.

•Berkshire expanded its Down Payment Assistance Program to help qualifying buyers achieve their dream of homeownership.

•More than 1,000 Berkshire employees participated in 50 volunteer projects contributing more than 4,600 hours of service as part of Xtraordinary Day, the Bank’s annual day of service.

•Berkshire maintained its top quartile environmental, social and governance performance in the banking sector and was listed as an “Outperformer” in the R-Factor™ rating as of October 2024.

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•The Company was recognized among TIME’s America’s Best Mid-Size Companies 2024.

•Berkshire was recognized as a Top Charitable Contributor by the Boston Business Journal for the 12th consecutive year and named to Newsweek’s list of America’s Greatest Workplaces.

•The Bank achieved targets for lending in low-moderate income communities, increasing minority homeownership, and support for green projects through its multi-year Community Comeback program.

•The American Bankers Association Foundation honored Berkshire Bank for its dedication to economic inclusion with the foundation’s Community Commitment Award, which recognizes banks for extraordinary corporate social responsibility activities.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional discussion about the Company’s Quantitative and Qualitative Aspects of Market Risk, please review Item 7A of the most recent report on Form 10-K which sets forth the methodologies employed by the Company and the various aspects of its analysis of its interest rate sensitivity.

Market risk represents the risk of loss to earnings, capital and the economic values of certain assets and liabilities resulting from changes in interest rates and equity prices. The only significant market risk exposure for the Company is Interest Rate Risk (“IRR”). This is a result of the Company’s core business activities of making loans and accepting deposits, as well as investments and funding activities.

The effective management of IRR is essential to achieving the Company’s financial objectives. This responsibility resides with the Asset Liability Committee (“ALCO”). The ALCO’s role is to establish an effective asset/liability decision-making process to aid in managing risk exposures and achieving strategic objectives and corporate financial goals. The Company manages IRR by using two primary risk measurement techniques: simulation of net interest income and simulation of economic value of equity. These two measurements are complementary and provide both short-term and long-term risk profiles of the Company.

Net Interest Income (“NII”) at Risk Simulation is used to measure the sensitivity of net interest income to changes in market rates over a 12 month period assuming a static balance sheet. This simulation captures underlying product behaviors, such as asset and liability repricing dates, balloon dates, interest rate indices and spreads, rate caps and floors, as well as other behavioral attributes. The simulation of net interest income also requires a number of key assumptions such as (i) prepayment projections for loans and securities; (ii) new business loan spreads; and (iii) deposit pricing assumptions. Combined, these assumptions can be inherently uncertain, and as a result, actual results may differ from simulation forecasts due to the timing, magnitude and frequency of interest rate changes, future business conditions, as well as unanticipated changes in management strategies.

The Company uses two sets of standard scenarios to measure NII Sensitivity. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario, while twist scenarios assume the shape of the curve flattens or steepens instantaneously.

The following tables set forth the estimated percent change in the Company’s NII Sensitivity compared to the flat rate scenario over one-year simulation periods beginning September 30, 2024 and December 31, 2023.


	Estimated Percent Change in Net Interest Income
Parallel Interest Rate Shock (basis points)	September 30, 2024	December 31, 2023
+200	1.1%	0.5%
+100	0.6	0.3
-100	(0.90)	(0.6)
-200	(2.1)	(2.1)
	Estimated Percent Change in Net Interest Income
Yield Curve Twist Interest Rate Shock (basis points)	September 30, 2024	December 31, 2023
Short End +100	(1.0)%	(0.5)%
Short End -100	0.9	(0.5)
Long End +100	1.6	1.1
Long End -100	(1.8)	(1.1)

The Company’s NII sensitivity results at period-end were mostly little changed from the start of the year, with modest asset sensitivity in parallel shock simulations.

Yield curve twist simulations were mostly little changed from the prior year-end, with slight liability sensitivity in the short end of the yield curve and modest asset sensitivity on the long end. In the situation of a normalization of

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the yield curve to a positive slope due to both lower short-term rates and higher long-term rates, the result is modeled to be positive to net interest income in the framework of a static balance sheet.

Economic Value of Equity (EVE) Sensitivity is conducted to ascertain a longer-term view of the Company’s exposure to changes in interest rates. As with NII modeling, EVE Sensitivity captures product characteristics such as loan resets, repricing terms, maturity dates, rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. All key assumptions are subject to periodic review.

Base case EVE Sensitivity is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates. The current spot interest rate curve is shocked up and down to generate new interest rate curves for parallel rate shock scenarios. These new curves are then used to recalculate EVE Sensitivity for rate shock scenarios.

The following table sets forth the estimated percent change in the Company’s EVE Sensitivity from the base case scenario, assuming various instantaneous parallel shocks in interest rates.


	Estimated Percent Change in Economic Value of Equity
Parallel Shock Rate Change (basis points)	September 30, 2024	December 31, 2023
+200	(2.1)%	(3.9)%
+100	(0.9)	(1.8)
-100	0.0	1.2
-200	(0.1)	1.3

The Company’s EVE Sensitivity profile indicates that at September 30, 2024 the balance sheet was modestly liability sensitive, with this sensitivity decreasing compared to December 31, 2023.

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ITEM 4. CONTROLS AND PROCEDURES

a) Disclosure controls and procedures.

The principal executive officers, including the principal financial officer, based on their evaluation of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that the Company’s disclosure controls and procedures were effective.

b) Changes in internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

As of September 30, 2024, neither the Company nor the Bank was involved in any pending legal proceedings believed by management to be material to the Company’s financial condition or results of operations. Periodically, there have been various claims and lawsuits involving the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the Bank’s business. A summary of certain legal matters involving unsettled litigation or pertaining to pending transactions are as follows:

On February 4, 2020, the Bank filed a complaint in the New York State Supreme Court for the County of Albany against Pioneer Bank (“Pioneer”) seeking damages of approximately $16.0 million. The complaint alleges that Pioneer is liable to the Bank for a credit loss of approximately $16.0 million suffered by the Bank in the third quarter of 2019 as a result of Pioneer’s breaches of a series of loan participation agreements executed in 2017, 2018 and 2019 in which it served as the lead bank, as well as constructive fraud, fraudulent concealment and/or negligent misrepresentation. Pioneer filed a motion to dismiss aspects of the Bank’s complaint, which motion was allowed in part by the court to dismiss the Bank’s negligent misrepresentation claim, and denied in part by the court to allow all other claims by the Bank to proceed. The Company wrote down the underlying credit loss in its entirety in the third quarter of 2019, but recognized a partial recovery of $1.7 million early in the second quarter of 2020. The Company has not accrued for any additional anticipated recovery at this time. Extensive discovery has taken place in this action. On November 30, 2022, the Bank filed an amended complaint in its action against Pioneer setting forth more detailed allegations of Pioneer’s breaches of the loan participation agreements and stating additional claims for fraudulent inducement to cause Berkshire to join the loan participation agreements, constructive fraud and fraudulent concealment. On January 30, 2023, as part of its response to the Bank’s amended complaint, Pioneer filed a counterclaim against the Bank alleging (i) certain breaches by the Bank of the 2019 loan participation agreement stemming from actions that the Bank took to protect its interests after it learned of the facts and circumstances that caused the underlying credit loss, and (ii) that as a result of accepting the partial recovery of approximately $1.7 million in the second quarter of 2020 the Bank should be deemed to have ratified the 2019 loan participation agreement and mooted its claims against Pioneer. Further discovery is continuing between the parties.

On or about August 10, 2020, a former employee of the Bank’s subsidiary First Choice Loan Services Inc. (“FCLS”) filed a complaint in the Court of Common Pleas, Bucks County Pennsylvania against FCLS and two of its former senior corporate officers generally alleging wrongful termination as a result of purported whistleblower retaliation and other violations of New Jersey state employment law. The complaint also purports to name the Bank and the Company as additional defendants, even though neither entity ever employed, paid wages to or contracted with the plaintiff. On November 16, 2020, the plaintiff filed a First Amended Complaint reiterating the same claims against the same defendants. The Company's liability insurer has provided outside litigation counsel to defend the Company and the Bank in this matter, as well as FCLS and its former senior corporate officers. On December 7, 2020, defense counsel filed Preliminary Objections on behalf of the Company, the Bank, FCLS and FCLS’s former senior corporate officers denying the plaintiff’s claims and seeking dismissal of the case and an order that the plaintiff’s claims must proceed through arbitration in accordance with contractual obligations set forth in plaintiff’s previous employment agreement with FCLS. On June 30, 2021, the court dismissed the plaintiff’s complaint without prejudice in support of FCLS’s petition to compel arbitration. The parties have mutually agreed on an arbitrator to hear the case and are preparing for arbitration proceedings that are expected to occur no earlier than the first quarter of 2025. Discovery is continuing between the parties in preparation for final arbitration.

On or about May 13, 2024, a complaint was filed against the Bank in the United States District Court for the Northern District of New York, Syracuse Division by an individual who claims to have filed the complaint on behalf of a purported class of victims of an alleged Ponzi scheme perpetrated by a former Berkshire Bank customer. The complaint alleges that because the Bank held deposit accounts for the former customer that appear to be related to the alleged Ponzi scheme, the Bank is liable to the alleged fraudster’s victims for aiding and abetting the scheme. The Bank has filed a motion to dismiss the complaint for failure to state a claim pursuant to Federal Rules of Civil Procedure 12(b)(6) and 9(b). On October 31, 2024, the court dismissed the plaintiff’s complaint with prejudice for failure to state a claim upon which relief could be granted under Rules 12(b)(6) and 9(b).

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ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed herein and in Part I, “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, which could materially affect the Company's business, financial condition, or future operating results. The risks described in this report and in the Annual Report on Form 10-K are not the only risks presently facing the Company. Additional risks and uncertainties not currently known to the Company, or currently deemed to be immaterial, also may materially adversely affect the Company's business, financial condition, and/or operating results. There have been no material changes in risk factors from those identified in the Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Recent Sales of Unregistered Securities

The Company occasionally engages in the practice of transferring unregistered securities for the purpose of completing business transactions. These shares are issued to vendors or other organizations as consideration for services performed in accordance with each contract. During the three months ended September 30, 2024 and 2023 there were no shares transferred.

(b) Not applicable.

(c) The following table provides certain information with regard to shares repurchased by the Company in the third quarter of 2024:


	Total number of	Average price		Total number of shares purchased as part of publicly announced	Maximum number of shares that may yet be purchased under
Period	shares purchased	paid per share		plans or programs	the plans or programs
July 1-31, 2024	—	$	—	—	839,589
August 1-31, 2024	—	—		—	839,589
September 1-30, 2024	—	—		—	839,589
Total	—	$	—	—	839,589

On January 25, 2024, the Company announced that its Board of Directors approved a stock repurchase program pursuant to which the Company is authorized to repurchase shares of Company common stock at a total cost of up to $40 million through December 31, 2024. The maximum number of shares that may be purchased under this program has been estimated based on the September 30, 2024 closing price per share of Company common stock of $26.93.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

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ITEM 6. EXHIBITS


3.1						Amended and Restated Certificate of Incorporation of Berkshire Hills Bancorp, Inc.(1)
3.2						Amended and Restated Bylaws of Berkshire Hills Bancorp, Inc. (2)
4.1						Form of Common Stock Certificate of Berkshire Hills Bancorp, Inc. (3)
4.2						Certificate of Designations of Series B Non-Voting Preferred Stock of Berkshire Hills Bancorp, Inc. (4)
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income/(Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements tagged as blocks of text and including detailed tags.
104						The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL.

_______________________________________

(1) Incorporated herein by reference from the Exhibits to the Form 10-Q as filed on August 9, 2018.

(2) Incorporated herein by reference from the Exhibits to the Form 8-K as filed on June 26, 2017.

(3) Incorporated herein by reference from the Exhibits to the Form S-1, Registration Statement and amendments thereto, initially filed on March 10, 2000, Registration No. 333-32146.

(4) Incorporated herein by reference from the Exhibits to the Form 8-K as filed on October 16, 2017.

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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 thereunto duly authorized.


	BERKSHIRE HILLS BANCORP, INC.


Dated: November 12, 2024	By:	/s/ Nitin J. Mhatre
	Nitin J. Mhatre
	President and Chief Executive Officer


Dated: November 12, 2024	By:	/s/ Brett Brbovic
	Brett Brbovic
	Executive Vice President and Chief Financial Officer

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Berkshire Hills Bancorp (BHLB) 10-Q2024 Q3 Quarterly report

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