Skip to main content

BERKSHIRE HILLS BANCORP INC

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

BBT$31.01+1.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 1. Consolidated Financial Statements (unaudited)

CONSOLIDATED BALANCE SHEETS

June 30,2025December 31,2024
(In thousands, except share data)
Assets
Cash and due from banks$131,970$182,776
Short-term investments670,761945,633
Total cash and cash equivalents802,7311,128,409
Trading securities, at fair value4,8355,258
Equity securities, at fair value647655
Securities available for sale, at fair value664,713655,723
Securities held to maturity (fair values of $407,405 and $433,382)476,756507,658
Federal Home Loan Bank stock25,57919,565
Total securities1,172,5301,188,859
Less: Allowance for credit losses on securities held to maturity(63)(64)
Net securities1,172,4671,188,795
Loans held for sale4,0143,076
Total loans9,498,8499,384,994
Less: Allowance for credit losses on loans(117,344)(114,700)
Net loans9,381,5059,270,294
Premises and equipment, net58,43956,609
Other real estate owned124—
Intangible assets12,80915,064
Cash surrender value of bank-owned life insurance policies245,861245,789
Other assets350,279358,442
Assets held for sale6,5196,930
Total assets$12,034,748$12,273,408
Liabilities
Demand deposits$2,296,268$2,324,879
NOW and other deposits814,600841,406
Money market deposits3,153,2413,610,521
Savings deposits1,105,0091,021,716
Time deposits2,609,9132,576,682
Total deposits9,979,03110,375,204
Short-term debt360,000103,500
Long-term Federal Home Loan Bank advances103,861212,982
Subordinated borrowings121,736121,612
Total borrowings585,597438,094
Other liabilities247,809292,686
Total liabilities$10,812,437$11,105,984
(continued)
June 30,2025December 31,2024
Shareholders’ equity
Common stock ($0.01 par value; 100,000,000 shares authorized and 51,903,190 shares issued and 46,302,528 shares outstanding in 2025; 51,903,190 shares issued and 46,424,016 shares outstanding in 2024)562562
Additional paid-in capital - common stock1,430,5761,430,532
Unearned compensation(6,468)(10,106)
Retained earnings/(deficit)36,291(3,080)
Accumulated other comprehensive (loss)(91,240)(106,343)
Treasury stock, at cost (5,600,662 shares in 2025 and 5,479,174 shares in 2024)(147,410)(144,141)
Total shareholders’ equity1,222,3111,167,424
Total liabilities and shareholders’ equity$12,034,748$12,273,408

CONSOLIDATED STATEMENTS OF INCOME

Three Months EndedJune 30,Six Months EndedJune 30,
(In thousands, except per share data)2025202420252024
Interest and dividend income
Loans$138,190$139,460$273,353$276,020
Securities and other13,27914,64926,44630,095
Total interest and dividend income151,469154,109299,799306,115
Interest expense
Deposits52,62357,036105,511113,898
Borrowings and subordinated notes6,9258,54112,59615,545
Total interest expense59,54865,577118,107129,443
Net interest income91,92188,532181,692176,672
Non-interest income
Deposit related fees8,1938,56116,14216,866
Loan related fees5,1002,3648,8875,027
Gain on SBA loan sales2,2883,2945,5644,993
Wealth management fees2,6572,6135,6125,497
Total fee income18,23816,83236,20532,383
Other, net3,4683,3436,2255,217
Fair value adjustments on securities46(42)(6)(157)
(Loss) on sale of AFS securities, net———(49,909)
Total non-interest income (loss)21,75220,13342,424(12,466)
Total net revenue113,673108,665224,116164,206
Provision expense for credit losses4,0006,4999,50012,499
Non-interest expense
Compensation and benefits39,30340,12679,93880,861
Occupancy and equipment7,2038,06414,86916,762
Technology9,75610,23619,82120,140
Professional services9612,7572,6755,433
Regulatory expenses1,6481,8483,2753,693
Amortization of intangible assets1,1281,1402,2562,345
Marketing1,5415322,8081,648
Merger, restructuring and other non-operating expenses1,491(384)3,9453,233
Other5,1136,6128,92312,836
Total non-interest expense68,14470,931138,510146,951
Income before income taxes$41,529$31,235$76,106$4,756
Income tax expense11,1637,21020,021919
Net income$30,366$24,025$56,085$3,837
Basic earnings per common share$0.66$0.57$1.23$0.09
Diluted earnings per common share$0.66$0.57$1.22$0.09
Weighted average shares outstanding:
Basic45,76442,43745,73142,602
Diluted46,00742,50846,04242,763

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months EndedJune 30,Six Months EndedJune 30,
(In thousands)2025202420252024
Net income$30,366$24,025$56,085$3,837
Other comprehensive income/(loss), before tax:
Changes in unrealized gain on securities available-for-sale4,744(816)18,70443,471
Changes in unrealized gain/(loss) on cash flow hedges4284251,892(5,099)
Income taxes related to other comprehensive income/(loss):
Changes in unrealized gain/(loss) on securities available-for-sale(1,275)224(4,970)(11,440)
Changes in unrealized gain/(loss) on cash flow hedges(118)(116)(523)1,386
Total other comprehensive income (loss)3,779(283)15,10328,318
Total comprehensive income$34,145$23,742$71,188$32,155

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Common stock · Additionalpaid-in capital · Unearned compensation · Retained earnings (deficit) · Accumulatedothercomprehensive (loss) · Treasury stock
(In thousands, except per share data) · Shares · Amount · Total
Balance at March 31, 202443,415$528$1,422,709$(11,297)$(61,147)$(114,415)$(226,455)$1,009,923
Comprehensive income:
Net income————24,025——24,025
Other comprehensive (loss)—————(283)—(283)
Total comprehensive income————24,025(283)—23,742
Cash dividends declared on common shares ($0.18 per share)————(7,752)——(7,752)
Treasury shares repurchased(612)—————(13,492)(13,492)
Forfeited shares(69)—(227)1,719——(1,492)—
Exercise of stock options————————
Restricted stock grants285—(1,181)(6,333)——7,514—
Stock-based compensation———1,847———1,847
Other, net(60)—————(1,326)(1,326)
Balance at June 30, 202442,959$528$1,421,301$(14,064)$(44,874)$(114,698)$(235,251)$1,012,942
Balance at March 31, 202546,377$562$1,430,561$(8,123)$14,276$(95,019)$(145,497)$1,196,760
Comprehensive income:0
Net income————30,366——30,366
Other comprehensive income—————3,779—3,779
Total comprehensive income————30,3663,779—34,145
Cash dividends declared on common shares $0.18 per share)————(8,351)——(8,351)
Treasury shares repurchased————————
Forfeited shares(14)—15343——(358)—
Exercise of stock options————————
Restricted stock grants————————
Stock-based compensation———1,312———1,312
Other, net(60)—————(1,555)(1,555)
Balance at June 30, 202546,303$562$1,430,576$(6,468)$36,291$(91,240)$(147,410)$1,222,311
Common stock · Additionalpaid-in capital · Unearned compensation · Retained earnings (deficit) · Accumulatedothercomprehensive (loss) · Treasury stock
(In thousands, except per share data) · Shares · Amount · Total
Balance at December 31, 202343,501$528$1,423,273$(10,109)$(33,136)$(143,016)$(225,319)$1,012,221
Comprehensive income:
Net income————3,837——3,837
Other comprehensive income—————28,318—28,318
Total comprehensive income————3,83728,318—32,155
Cash dividends declared on common shares ($0.36 per share)————(15,575)——(15,575)
Treasury shares repurchased(794)—————(17,539)(17,539)
Forfeited shares(117)—(421)3,028——(2,607)—
Exercise of stock options————————
Restricted stock grants470—(1,551)(10,931)——12,482—
Stock-based compensation———3,948———3,948
Other, net(101)—————(2,268)(2,268)
Balance at June 30, 202442,959$528$1,421,301$(14,064)$(44,874)$(114,698)$(235,251)$1,012,942
Balance at December 31, 202446,424$562$1,430,532$(10,106)$(3,080)$(106,343)$(144,141)$1,167,424
Comprehensive income:
Net income————56,085——56,085
Other comprehensive income—————15,103—15,103
Total comprehensive income————56,08515,103—71,188
Cash dividends declared on common shares $0.36 per share)————(16,714)——(16,714)
Treasury shares repurchased————————
Forfeited shares(40)—451,042——(1,087)—
Exercise of stock options————————
Restricted stock grants——(1)(5)——6—
Stock-based compensation———2,601———2,601
Other, net(81)—————(2,188)(2,188)
Balance at June 30, 202546,303$562$1,430,576$(6,468)$36,291$(91,240)$(147,410)$1,222,311

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months EndedJune 30,
(In thousands)20252024
Cash flows from operating activities:
Net income$56,085$3,837
Adjustments to reconcile net income to net cash provided by operating activities:
Provision expense for credit losses9,50012,499
Net amortization of securities378(571)
Change in unamortized net loan origination costs and premiums(1,151)2,962
Premises and equipment depreciation and amortization expense2,9463,738
Stock-based compensation expense2,6013,948
Accretion of purchase accounting entries, net(442)(454)
Amortization of other intangibles2,2562,345
Income from cash surrender value of bank-owned life insurance policies(3,115)(2,986)
(Gain) on SBA loan sales(5,564)(4,993)
Fair value adjustments on securities6157
Loss on sale of AFS securities, net—49,909
Net change in loans held-for-sale(1,178)(2,710)
Amortization of interest in tax-advantaged projects(1,225)(654)
Net change in other684(25,412)
Net cash provided by operating activities61,78141,615
Cash flows from investing activities:
Net decrease in trading security471446
Purchases of securities available for sale(30,762)(7,798)
Proceeds from sales of securities available for sale—361,871
Proceeds from maturities, calls, and prepayments of securities available for sale40,31150,984
Purchases of securities held to maturity(300)(300)
Proceeds from maturities, calls, and prepayments of securities held to maturity31,11423,913
Net change in loans(118,316)(297,626)
Net change in New York branch loans held for sale—3,098
Proceeds from surrender of bank-owned life insurance3,043506
Purchase of Federal Home Loan Bank stock(97,741)(76,550)
Proceeds from redemption of Federal Home Loan Bank stock91,72664,229
Net investment in limited partnership tax credits(7,503)(10,697)
Purchase of premises and equipment, net(5,586)(553)
Proceeds from sales of seasoned consumer loan portfolio5,001—
Net cash (used)/provided by investing activities(88,542)111,523

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)

Six Months EndedJune 30,
(In thousands)20252024
(continued)
Cash flows from financing activities:
Net (decrease) in deposits(396,173)(527,395)
Net change in New York branch deposits held for sale—(10,508)
Proceeds from Federal Home Loan Bank advances and other borrowings811,0001,057,500
Repayments of Federal Home Loan Bank advances and other borrowings(663,621)(753,118)
Purchase of treasury stock—(17,539)
Common stock cash dividends paid(16,714)(15,575)
Settlement of derivative contracts with financial institution counterparties(33,409)10,545
Net cash (used) by financing activities(298,917)(256,090)
Net change in cash and cash equivalents(325,678)(102,952)
Cash and cash equivalents at beginning of period1,128,4091,203,244
Cash and cash equivalents at end of period$802,731$1,100,292
Supplemental cash flow information:
Interest paid on deposits$106,682$117,734
Interest paid on borrowed funds12,2921,644
Income taxes paid, net5,7374,476
Other non-cash changes:
Other net comprehensive income$15,103$28,318
Reclassification of seasoned loan portfolios to held-for-sale, net—47,123
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 loans held-for-sale to held-for-investment240—
Securities purchased not yet settled—725

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, 2024. 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.

Operating Segments

The Company's reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker ("CODM"), based upon information provided about the Company's products and services offered, primarily banking operations. Consolidated net income of the company is the primary performance metric utilized by the CODM. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The CODM will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation. No other expenses meet the threshold of significant. While the Company has assigned certain management responsibilities by business lines, the Company’s CODM monitors and evaluates financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking. Accordingly, all of the Company’s operations are considered by management to be aggregated inone reportable operating segment. All operations are domestic.

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.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." The ASU requires additional interim and annual disclosures that further disaggregate certain expense captions into specified categories in a separate note to the financial statements, as well as certain qualitative information describing amounts not separately disaggregated. The ASU is effective in the annual period beginning on January 1, 2027 and interim periods beginning on January 1, 2028 and can be applied on either a prospective or retrospective basis, with early adoption permitted. The Company is evaluating the impact to the Company’s disclosures.

NOTE 2. TRADING SECURITIES

The Company holds a tax-advantaged economic development bond accounted for at fair value. The security had an amortized cost of $4.8 million and $5.3 million, and a fair value of $4.8 million and $5.3 million, at June 30, 2025 and December 31, 2024, respectively. As discussed further in Note 7 - 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 June 30, 2025 or December 31, 2024.

NOTE 3. SECURITIES AVAILABLE FOR SALE, HELD TO MATURITY, AND

EQUITY SECURITIES

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

(In thousands)Amortized CostGrossUnrealizedGainsGrossUnrealizedLossesFair ValueAllowance
Securities available for sale
U.S. Treasuries$7,985$—$—$7,985
Municipal bonds and obligations63,53520(3,420)60,135—
Agency collateralized mortgage obligations327,670675(56,065)272,280—
Agency mortgage-backed securities266,46910(44,222)222,257—
Agency commercial mortgage-backed securities83,794—(17,964)65,830—
Corporate bonds38,684—(2,458)36,226—
Total securities available for sale788,137705(124,129)664,713—
Securities held to maturity
Municipal bonds and obligations221,26681(24,649)196,69844
Agency collateralized mortgage obligations96,614—(15,252)81,362—
Agency mortgage-backed securities41,933—(7,145)34,788—
Agency commercial mortgage-backed securities115,725—(22,360)93,365—
Tax advantaged economic development bonds942—(26)91619
Other bonds and obligations276——276—
Total securities held to maturity476,75681(69,432)407,40563
Equity securities64767(67)647—
Total$1,265,540$853$(193,628)$1,072,765$63
(In thousands)Amortized CostGrossUnrealizedGainsGrossUnrealizedLossesFair ValueAllowance
Securities available for sale
U.S. Treasuries$6,986$3$—$6,989$—
Municipal bonds and obligations63,95210(3,098)60,864—
Agency collateralized mortgage obligations328,569146(64,153)264,562—
Agency mortgage-backed securities273,9694(53,733)220,240—
Agency commercial mortgage-backed securities85,686—(18,975)66,711—
Corporate bonds38,68930(2,362)36,357—
Total securities available for sale797,851193(142,321)655,723—
Securities held to maturity
Municipal bonds and obligations235,883129(22,619)213,39344
Agency collateralized mortgage obligations101,163—(17,884)83,279—
Agency mortgage-backed securities43,644—(8,707)34,937—
Agency commercial mortgage-backed securities125,547—(25,153)100,394—
Tax advantaged economic development bonds1,144—(42)1,10220
Other bonds and obligations277——277—
Total securities held to maturity507,658129(74,405)433,38264
Equity securities65567(67)655—
Total$1,306,164$389$(216,793)$1,089,760$64

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 six months ended June 30, 2025 and 2024:

(In thousands)Municipal bonds and obligationsTax advantaged economic development bondsTotal
Balance at March 31, 2025$44$19$63
Provision (benefit) for credit losses———
Balance at June 30, 2025$44$19$63
(In thousands)Municipal bonds and obligationsTax advantaged economic development bondsTotal
Balance at March 31, 2024$41$20$61
Provision (benefit) for credit losses4—4
Balance at June 30, 2024$45$20$65
(In thousands)Municipal bonds and obligationsTax advantaged economic development bondsTotal
Balance at December 31, 2024$44$20$64
Provision (benefit) for credit losses—(1)(1)
Balance at June 30, 2025$44$19$63
(In thousands)Municipal bonds and obligationsTax advantaged economic development bondsTotal
Balance at December 31, 2023$48$20$68
Provision (benefit) for credit losses(3)—(3)
Balance at June 30, 2024$45$20$65

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 June 30, 2025, 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 June 30, 2025 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.

Available for saleHeld to maturity
AmortizedFairAmortizedFair
(In thousands)CostValueCostValue
Within 1 year$8,929$8,928$539$538
Over 1 year to 5 years21,35521,1802,3332,305
Over 5 years to 10 years52,47949,80977,76675,869
Over 10 years27,44124,429141,846119,178
Total bonds and obligations110,204104,346222,484197,890
Mortgage-backed securities677,933560,367254,272209,515
Total$788,137$664,713$476,756$407,405

During the three and six months ended June 30, 2025, purchases of AFS securities totaled $9.6 million and $30.8 million, respectively. During the three and six months ended June 30, 2025, there wereno sales of AFS securities. During the three months ended June 30, 2024, there wereno purchases of AFS securities. During the six months ended June 30, 2024, purchases of AFS securities totaled $7.8 million. During the three months ended June 30, 2024, there wereno sales of AFS securities. During the six months ended June 30, 2024, proceeds from sales of AFS securities totaled $361.9 million. During the three and six months ended June 30, 2025, there wereno gross gains or losses. During the three months ended June 30, 2024, there wereno gross gains or losses. During the six months ended June 30, 2024, gross gains totaled $5.1 million and gross losses totaled $54.9 million.

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
GrossGrossGross
UnrealizedFairUnrealizedFairUnrealizedFair
(In thousands)LossesValueLossesValueLossesValue
Securities available for sale
U.S. Treasuries$—$7,985$—$—$—$7,985
Municipal bonds and obligations61821,4512,80226,5153,42047,966
Agency collateralized mortgage obligations——56,065196,02056,065196,020
Agency mortgage-backed securities836,90044,139214,55044,222221,450
Agency commercial mortgage-backed securities——17,96465,82617,96465,826
Corporate bonds4028,7322,05523,4952,45732,227
Total securities available for sale$1,103$45,068$123,025$526,406$124,128$571,474
Securities held to maturity
Municipal bonds and obligations$1,712$57,490$22,937$114,698$24,649$172,188
Agency collateralized mortgage obligations——15,25281,36215,25281,362
Agency mortgage-backed securities——7,14534,7887,14534,788
Agency commercial mortgage-backed securities——22,36093,36622,36093,366
Tax advantaged economic development bonds——2691626916
Total securities held to maturity1,71257,49067,720325,13069,432382,620
Total$2,815$102,558$190,745$851,536$193,560$954,094
Securities available for sale
Municipal bonds and obligations$773$30,299$2,325$25,916$3,098$56,215
Agency collateralized mortgage obligations40345,95463,750200,03864,153245,992
Agency mortgage-backed securities1133,70653,620215,82253,733219,528
Agency commercial mortgage-backed securities——18,97566,71118,97566,711
Corporate bonds——2,36232,5382,36232,538
Total securities available for sale$1,289$79,959$141,032$541,025$142,321$620,984
Securities held to maturity
Municipal bonds and obligations1,61473,45321,005111,22822,619184,681
Agency collateralized mortgage obligations——17,88483,27917,88483,279
Agency mortgage-backed securities——8,70734,9378,70734,937
Agency commercial mortgage-backed securities——25,153100,39425,153100,394
Tax advantaged economic development bonds——421,102421,102
Total securities held to maturity1,61473,45372,791330,94074,405404,393
Total$2,903$153,412$213,823$871,965$216,726$1,025,377

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 June 30, 2025, 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 June 30, 2025:

AFS U.S Treasuries

At June 30, 2025,1 of the 1 securities in the Company’s portfolio of AFS U.S Treasuries was in an unrealized loss position. Aggregate unrealized losses represents 0.0% of the amortized cost of the bond in an unrealized loss position. 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. The security is performing.

AFS municipal bonds and obligations

At June 30, 2025,67 of the 90 securities in the Company’s portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 6.7% 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 June 30, 2025,37 of the 45 securities in the Company’s portfolio of AFS collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented 22.2% 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 June 30, 2025,27 of the 28 securities in the Company’s portfolio of AFS mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 17.8% 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 June 30, 2025,13 of the 14 securities in the Company’s portfolio of AFS corporate bonds were in unrealized loss positions. Aggregate unrealized losses represents 7.1% 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.

HTM municipal bonds and obligations

At June 30, 2025,131 of the 154 securities in the Company’s portfolio of HTM municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 12.5% 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 June 30, 2025,12 of the 12 securities in the Company’s portfolio of HTM collateralized mortgage obligations were in unrealized loss positions. Aggregate unrealized losses represented 15.8% 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 June 30, 2025,16 of the 16 securities in the Company’s portfolio of HTM mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 18.7% 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 June 30, 2025,2 of the 2 securities in the Company’s portfolio of tax-advantaged economic development bonds were in unrealized loss positions. Aggregate unrealized losses represented 2.7% 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.

NOTE 4. 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)June 30, 2025December 31, 2024
Construction$621,413$726,344
Commercial multifamily766,119636,805
Commercial real estate owner occupied723,390695,330
Commercial real estate non-owner occupied2,753,9422,769,447
Commercial and industrial1,493,7191,439,175
Residential real estate2,796,3432,771,769
Home equity245,148230,365
Consumer other98,775115,759
Total loans$9,498,849$9,384,994
Allowance for credit losses(117,344)(114,700)
Net loans$9,381,505$9,270,294

During the three and six months ended June 30, 2025, no loans were reclassified to loans held for sale on the Consolidated Balance Sheets. 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.

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 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 six months ended June 30, 2025 and June 30, 2024 was as follows:

(In thousands)Balance at Beginning of PeriodCharge-offsRecoveriesProvision/(Benefit) for Credit LossesBalance at End of Period
Three months ended June 30, 2025
Construction$5,722$—$—$(1,385)$4,337
Commercial multifamily4,715——1,3736,088
Commercial real estate owner occupied11,804(750)23712711,418
Commercial real estate non-owner occupied36,180——31436,494
Commercial and industrial25,777(3,390)3114,51827,216
Residential real estate28,241(4)220(878)27,579
Home equity2,775(13)1342,797
Consumer other1,464(190)244(103)1,415
Total allowance for credit losses$116,678$(4,347)$1,013$4,000$117,344
(In thousands)Balance at Beginning of PeriodCharge-offsRecoveriesProvision/(Benefit) for Credit LossesBalance at End of Period
Three months ended June 30, 2024
Construction$2,580$—$—$196$2,776
Commercial multifamily2,649——5863,235
Commercial real estate owner occupied9,898(100)9497910,871
Commercial real estate non-owner occupied34,255—241,56435,843
Commercial and industrial20,016(970)2573,54022,843
Residential real estate22,411(4)373(176)22,604
Home equity1,992—7952,094
Consumer other13,530(2,172)832(289)11,901
Total allowance for credit losses$107,331$(3,246)$1,587$6,495$112,167
(In thousands)Balance at Beginning of PeriodCharge-offsRecoveriesProvision/(Benefit) for Credit LossesBalance at End of Period
Six months ended June 30, 2025
Construction$4,463$—$—$(126)$4,337
Commercial multifamily4,084(853)—2,8576,088
Commercial real estate owner occupied11,303(823)28065811,418
Commercial real estate non-owner occupied38,520(40)3(1,989)36,494
Commercial and industrial25,549(6,208)1,5296,34627,216
Residential real estate22,479(29)4064,72327,579
Home equity2,392(14)582(163)2,797
Consumer other5,910(2,637)948(2,806)1,415
Total allowance for credit losses$114,700$(10,604)$3,748$9,500$117,344
(In thousands)Balance at Beginning of PeriodCharge-offsRecoveriesProvision/(Benefit) for Credit LossesBalance at End of Period
Six months ended June 30, 2024
Construction$2,885$—$—$(109)$2,776
Commercial multifamily2,475——7603,235
Commercial real estate owner occupied9,443(206)1071,52710,871
Commercial real estate non-owner occupied38,221—105(2,483)35,843
Commercial and industrial18,602(3,412)9136,74022,843
Residential real estate19,622(45)5602,46722,604
Home equity2,015—246(167)2,094
Consumer other12,094(5,218)1,2583,76711,901
Total allowance for credit losses$105,357$(8,881)$3,189$12,502$112,167

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 six months ended June 30, 2025 and 2024 was as follows:

Three Months Ended June 30,
(In thousands)20252024
Balance at beginning of period$9,071$9,256
Expense for credit losses——
Balance at end of period$9,071$9,256
Six Months Ended June 30,
(In thousands)20252024
Balance at beginning of period$9,821$9,256
Expense for credit losses(750)—
Balance at end of period$9,071$9,256

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.

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

Term Loans Amortized Cost Basis by Origination Year
(In thousands)20252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
As of June 30, 2025
Construction
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Risk rating
Pass$66,469$45,556$135,053$278,306$30,361$1,012$—$—$556,757
Special Mention———21,790————21,790
Substandard———24,00318,863———42,866
Total$66,469$45,556$135,053$324,099$49,224$1,012$—$—$621,413
Commercial multifamily:
Current period gross write-offs$—$—$—$—$—$853$—$—$853
Risk rating
Pass$51,014$85,070$21,514$298,141$50,304$253,074$1,332$—$760,449
Special Mention—————————
Substandard—————5,670——5,670
Total$51,014$85,070$21,514$298,141$50,304$258,744$1,332$—$766,119
Commercial real estate owner occupied:
Current period gross write-offs$—$—$500$—$—$73$250$—$823
Risk rating
Pass$55,571$118,251$78,090$96,947$118,502$206,493$3,131$—$676,985
Special Mention—1,8379,44110,9057,1974,416——33,796
Substandard—9394863,0005847,350250—12,609
Total$55,571$121,027$88,017$110,852$126,283$218,259$3,381$—$723,390
Commercial real estate non-owner occupied:
Current period gross write-offs$—$—$—$—$—$40$—$—$40
Risk rating
Pass$51,877$249,916$418,860$562,719$404,249$944,723$9,467$—$2,641,811
Special Mention———26,7461,06854,642——82,456
Substandard———3632,76724,2902,255—29,675
Total$51,877$249,916$418,860$589,828$408,084$1,023,655$11,722$—$2,753,942
Commercial and industrial:
Current period gross write-offs$—$—$1,548$871$216$2,989$584$—$6,208
Risk rating
Pass$98,133$189,302$87,645$107,958$89,358$111,388$703,177$1,998$1,388,959
Special Mention—42744321,1122612,11317,396—41,752
Substandard—2963,4533,4779,06013,26033,462—63,008
Total$98,133$190,025$91,541$132,547$98,679$126,761$754,035$1,998$1,493,719
Term Loans Amortized Cost Basis by Origination Year
(In thousands)20252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Residential real estate
Current period gross write-offs$—$—$—$—$25$4$—$—$29
Risk rating
Pass$146,044$272,174$499,571$880,690$241,023$747,851$441$—$2,787,794
Special Mention———863—1,798——2,661
Substandard————2145,674——5,888
Total$146,044$272,174$499,571$881,553$241,237$755,323$441$—$2,796,343
Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
As of December 31, 2024
Construction
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Risk rating
Pass$40,549$138,925$436,850$74,718$—$1,336$—$—$692,378
Special Mention——15,374—————15,374
Substandard———18,592————18,592
Total$40,549$138,925$452,224$93,310$—$1,336$—$—$726,344
Commercial multifamily:
Current period gross write-offs$—$—$—$—$—$1,164$—$—$1,164
Risk rating
Pass$85,160$17,598$203,001$52,235$38,211$233,145$428$—$629,778
Special Mention—————421——421
Substandard————2,4774,129——6,606
Total$85,160$17,598$203,001$52,235$40,688$237,695$428$—$636,805
Commercial real estate owner occupied:
Current period gross write-offs$—$—$45$232$—$126$—$—$403
Risk rating
Pass$122,082$83,269$112,718$94,937$67,652$177,684$2,947$—$661,289
Special Mention1,8529,6371,8397,2152215,207——25,971
Substandard——411595377,027——8,070
Total$123,934$92,906$114,968$102,747$67,910$189,918$2,947$—$695,330
Commercial real estate non-owner occupied:
Current period gross write-offs$—$—$—$—$—$36$—$—$36
Risk rating
Pass$246,619$426,882$591,563$413,459$142,739$874,454$5,961$1,500$2,703,177
Special Mention———1,03822340,763——42,024
Substandard——3682,782—18,8402,256—24,246
Total$246,619$426,882$591,931$417,279$142,962$934,057$8,217$1,500$2,769,447
Commercial and industrial:
Current period gross write-offs$324$868$1,564$940$816$1,745$1,563$—$7,820
Risk rating
Pass$205,831$91,152$126,327$93,441$18,613$112,620$689,036$11,478$1,348,498
Special Mention1641,12222,0911,3051,7052,95716,72310046,167
Substandard—2,4221,74010,82592912,07516,31420544,510
Total$205,995$94,696$150,158$105,571$21,247$127,652$722,073$11,783$1,439,175
Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Residential real estate
Current period gross write-offs$—$—$—$—$—$76$—$—$76
Risk rating
Pass$291,826$531,873$908,916$247,551$77,706$703,572$136$—$2,761,580
Special Mention——649468—1,501——2,618
Substandard——1241883746,885——7,571
Total$291,826$531,873$909,689$248,207$78,080$711,958$136$—$2,771,769

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)20252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
As of June 30, 2025
Home equity:
Current period gross write-offs$—$—$—$—$—$—$14$—$14
Payment performance
Performing$—$—$—$—$—$3,078$241,645$—$244,723
Nonperforming——————425—425
Total$—$—$—$—$—$3,078$242,070$—$245,148
Consumer other:
Current period gross write-offs$—$8$38$2,169$240$82$100$—$2,637
Payment performance
Performing$7,055$26,548$28,837$13,921$7,837$4,450$9,818$—$98,466
Nonperforming—3212271196851—309
Total$7,055$26,580$28,849$13,948$7,956$4,518$9,869$—$98,775
Term Loans Amortized Cost Basis by Origination Year
(In thousands)20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
As of December 31, 2024
Home equity:
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Payment performance
Performing$—$—$—$—$423$2,529$226,822$—$229,774
Nonperforming——————591—591
Total$—$—$—$—$423$2,529$227,413$—$230,365
Consumer other:
Current period gross write-offs$—$214$9,723$760$2$113$214$—$11,026
Payment performance
Performing$30,524$33,849$23,397$10,072$3,718$3,825$10,066$—$115,451
Nonperforming—143121—10736—308
Total$30,524$33,850$23,440$10,193$3,718$3,932$10,102$—$115,759

The following is a summary of loans by past due status at June 30, 2025 and December 31, 2024:

(In thousands)30-59 Days Past Due60-89 Days Past Due90 Days or Greater Past DueTotal Past DueCurrentTotal Loans
June 30, 2025
Construction$—$—$593$593$620,820$621,413
Commercial multifamily——3,2323,232762,887766,119
Commercial real estate owner occupied1,8011,0933,3206,214717,176723,390
Commercial real estate non-owner occupied—1,6623,5535,2152,748,7272,753,942
Commercial and industrial1,52338711,61213,5221,480,1971,493,719
Residential real estate5,4202,6615,88713,9682,782,3752,796,343
Home equity307621,1131,482243,666245,148
Consumer other284617691,11497,66198,775
Total$9,335$5,926$30,079$45,340$9,453,509$9,498,849
(In thousands)30-59 Days Past Due60-89 Days Past Due90 Days or Greater Past DueTotal Past DueCurrentTotal Loans
December 31, 2024
Construction$—$—$594$594$725,750$726,344
Commercial multifamily421—4,1294,550632,255636,805
Commercial real estate owner occupied4844562,3303,270692,060695,330
Commercial real estate non-owner occupied295—3,5323,8272,765,6202,769,447
Commercial and industrial2,6131,1169,82313,5521,425,6231,439,175
Residential real estate8,5711,9697,57018,1102,753,6592,771,769
Home equity6295191,4912,639227,726230,365
Consumer other8843271,3952,606113,153115,759
Total$13,897$4,387$30,864$49,148$9,335,846$9,384,994

The following is a summary of loans on nonaccrual status and loans past due 90 days or more and still accruing as of June 30, 2025 and December 31, 2024:

(In thousands)Nonaccrual Amortized CostNonaccrual With No Related AllowancePast Due 90 Days or Greater and AccruingInterest Income Recognized on Nonaccrual
Construction$594$594$—$—
Commercial multifamily3,2323,232——
Commercial real estate owner occupied2,4422,064879—
Commercial real estate non-owner occupied3,5533,577——
Commercial and industrial11,5609,26051—
Residential real estate3,2893,7052,598—
Home equity425472687—
Consumer other309327460—
Total$25,404$23,231$4,675$—

The commercial and industrial loans nonaccrual amortized cost as of June 30, 2025 included medallion loans with a fair value of $0.3 million and a contractual balance of $6.5 million.

(In thousands)Nonaccrual Amortized CostNonaccrual With No Related AllowancePast Due 90 Days or Greater and AccruingInterest Income Recognized on Nonaccrual
Construction$594$594$—$—
Commercial multifamily4,1294,129——
Commercial real estate owner occupied2,3302,330——
Commercial real estate non-owner occupied3,5323,532——
Commercial and industrial8,9648,614859—
Residential real estate3,9993,9993,571—
Home equity591591900—
Consumer other3083081,087—
Total$24,447$24,097$6,417$—

The commercial and industrial loans nonaccrual amortized cost as of December 31, 2024 included medallion loans with a fair value of $0.3 million and a contractual balance of $6.5 million.

The following table summarizes information about total loans rated Special Mention or lower at June 30, 2025 and December 31, 2024. The table below includes consumer loans that are Special Mention and Substandard accruing that are classified as performing based on payment activity.

(In thousands)June 30, 2025December 31, 2024
Non-Accrual$25,404$24,447
Substandard Accruing136,18188,009
Total Classified161,585112,456
Special Mention182,568133,408
Total Criticized$344,153$245,864

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 EstateInvestment Securities/CashOther
Construction$594$—$—
Commercial multifamily3,232——
Commercial real estate owner occupied1,455—250
Commercial real estate non-owner occupied282——
Commercial and industrial922—6,273
Residential real estate1,158——
Home equity43——
Consumer other———
Total loans$7,686$—$6,523
Construction$594$—$—
Commercial multifamily4,129——
Commercial real estate owner occupied1,562——
Commercial real estate non-owner occupied294——
Commercial and industrial4,828—700
Residential real estate1,243——
Home equity49——
Consumer other———
Total loans$12,699$—$700

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 June 30, 2025 and June 30, 2024 that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2025 and June 30, 2024, 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 ForgivenessPayment DelayTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionTotal Class of Financing Receivable
Construction$—$—$—$—$—$——%
Commercial multifamily———————
Commercial real estate owner occupied———————
Commercial real estate non-owner occupied——27,675———0.29
Commercial and industrial——11,439———0.12
Residential real estate———————
Home equity———————
Consumer other———————
Total$—$—$39,114$—$—$—0.41%

The Company has committed to lend additional amounts totaling $9.7 million to the commercial and industrial borrowers included in the previous table.

(In thousands)Principal ForgivenessPayment DelayTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionTotal Class of Financing Receivable
Construction$—$—$—$—$—$——%
Commercial multifamily———————
Commercial real estate owner occupied———————
Commercial real estate non-owner occupied——648———0.02
Commercial and industrial——3,263———0.23
Residential real estate———————
Home equity———————
Consumer other———————
Total$—$—$3,911$—$—$—0.04%

The Company has committed to lend additional amounts totaling $514 thousand to the commercial and industrial borrowers included in the previous table.

(In thousands)Principal ForgivenessPayment DelayTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionTotal Class of Financing Receivable
Construction$—$—$—$—$—$——%
Commercial multifamily———————
Commercial real estate owner occupied———————
Commercial real estate non-owner occupied——39,727———0.42
Commercial and industrial——14,601———0.15
Residential real estate———————
Home equity———————
Consumer other———————
Total$—$—$54,328$—$—$—0.57%

The Company has committed to lend additional amounts totaling $14.1 million to the commercial and industrial borrowers included in the previous table.

(In thousands)Principal ForgivenessPayment DelayTerm ExtensionInterest Rate ReductionCombination Term Extension and Principal ForgivenessCombination Term Extension and Interest Rate ReductionTotal Class of Financing Receivable
Construction$—$—$—$—$—$——%
Commercial multifamily———————
Commercial real estate owner occupied———————
Commercial real estate non-owner occupied——648———0.02
Commercial and industrial—1083,737297——0.29
Residential real estate———————
Home equity———————
Consumer other———————
Total$—$108$4,385$297$—$—0.05%

The Company has committed to lend additional amounts totaling $514 thousand to the commercial and industrial 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 June 30, 2025 and June 30, 2024, 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 six months ended June 30, 2025 and June 30, 2024.

(In thousands)Principal ForgivenessWeighted Average Interest Rate ReductionWeighted Average Term Extension (months)
Construction$——%0
Commercial multifamily——0
Commercial real estate owner occupied——0
Commercial real estate non-owner occupied——18
Commercial and industrial——24
Residential real estate——0
Home equity——0
Consumer other——0
(In thousands)Principal ForgivenessWeighted Average Interest Rate ReductionWeighted Average Term Extension (months)
Construction$——%0
Commercial multifamily——0
Commercial real estate owner occupied——0
Commercial real estate non-owner occupied——62
Commercial and industrial——3
Residential real estate——0
Home equity——0
Consumer other——0
(In thousands)Principal ForgivenessWeighted Average Interest Rate ReductionWeighted Average Term Extension (months)
Construction$——%0
Commercial multifamily——0
Commercial real estate owner occupied——0
Commercial real estate non-owner occupied——15
Commercial and industrial——23
Residential real estate——0
Home equity——0
Consumer other——0
(In thousands)Principal ForgivenessWeighted Average Interest Rate ReductionWeighted Average Term Extension (months)
Construction$——%0
Commercial multifamily——0
Commercial real estate owner occupied——0
Commercial real estate non-owner occupied——62
Commercial and industrial—10.7516
Residential real estate——0
Home equity——0
Consumer other——0

The following table presents the amortized cost basis of loans that had a payment default during the three and six months ended June 30, 2025 and June 30, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

(in thousands)Principal ForgivenessPayment DelayTerm ExtensionInterest Rate Reduction
Construction$—$—$—$—
Commercial multifamily————
Commercial real estate owner occupied————
Commercial real estate non-owner occupied————
Commercial and industrial——832—
Residential real estate————
Home equity————
Consumer other————
Total$—$—$832$—
(in thousands)Principal ForgivenessPayment DelayTerm ExtensionInterest Rate Reduction
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 ForgivenessPayment DelayTerm ExtensionInterest Rate Reduction
Construction$—$—$—$—
Commercial multifamily————
Commercial real estate owner occupied————
Commercial real estate non-owner occupied————
Commercial and industrial——882—
Residential real estate————
Home equity————
Consumer other————
Total$—$—$882$—
(in thousands)Principal ForgivenessPayment DelayTerm ExtensionInterest Rate Reduction
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$—$—$202$—

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.

NOTE 5. DEPOSITS

A summary of time deposits is as follows:

(In thousands)June 30,2025December 31,2024
Time less than $100,000$707,679$707,936
Time $100,000 through $250,0001,164,1741,157,227
Time more than $250,000738,060711,519
Total time deposits$2,609,913$2,576,682

NOTE 6. BORROWED FUNDS

Borrowed funds at June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025 · December 31, 2024
Weighted · Weighted
AverageAverage
(Dollars in thousands)PrincipalRatePrincipalRate
Short-term debt:
Advances from the FHLB$360,0004.38%$103,5005.33%
Total short-term borrowings:360,0004.38103,5005.33
Long-term debt:
Advances from the FHLB and other borrowings103,8613.70212,9824.48
Subordinated borrowings98,6305.6898,5325.50
Junior subordinated borrowing - Trust I15,4646.4415,4646.63
Junior subordinated borrowing - Trust II7,6426.287,6166.32
Total long-term borrowings:225,5974.84334,5944.92
Total$585,5974.56%$438,0945.02%

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 wasno outstanding balance on the FHLB line of credit for the periods ended June 30, 2025 and December 31, 2024. The Bank's available borrowing capacity with the FHLB was $2.3 billion and $2.5 billion for the periods ended June 30, 2025 and December 31, 2024.

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 hadno borrowings with the Federal Reserve Bank under this arrangement during the periods ended June 30, 2025 and December 31, 2024, respectively. The Bank's available borrowing capacity with the Federal Reserve Bank was $1.6 billion for both the periods ended June 30, 2025 and December 31, 2024.

Long-term FHLB advances consist of advances with an original maturity of more than one year and are subject to prepayment penalties. There wereno callable advances outstanding at June 30, 2025. The advances outstanding at June 30, 2025 included amortizing advances totaling $5.9 million. There wereno callable advances outstanding at December 31, 2024. The advances outstanding at December 31, 2024 included amortizing advances totaling $6.0 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.

A summary of maturities of FHLB advances as of June 30, 2025 is as follows:

Weighted Average
(In thousands, except rates)PrincipalRate
Fixed rate advances maturing:
2025$405,0004.37%
202625,4653.75
202725,1423.65
2028779—
2028 and beyond7,4750.59
Total FHLB advances$463,8614.23%

The Company didnot have variable-rate FHLB advances for the periods ended June 30, 2025 and December 31, 2024, respectively.

In June 2022, the Company issuedten 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 $1.4 million for unamortized debt issuance costs as of June 30, 2025.

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 6.44% and 6.63% at June 30, 2025 and December 31, 2024, respectively. The Company has the right to defer payments of interest for up tofive 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 6.28% and 6.32% at June 30, 2025 and December 31, 2024, respectively. The Company has the right to defer payments of interest for up tofive 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.

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of June 30, 2025, the Company held derivatives with a total notional amount of $5.1 billion. That amount included $0.5 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 also had economic hedges totaling $4.4 billion and $11.6 million of 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 $4.0 billion, risk participation agreements with dealer banks of $0.4 billion, and $3.9 million in forward commitment contracts.

As of December 31, 2024, the Company held derivatives with a total notional amount of $4.9 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 $4.1 billion and $10.5 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 $3.7 billion, risk participation agreements with dealer banks of $0.3 billion, and $3.0 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 June 30, 2025.

The Company hadno pledged collateral to derivative counterparties in the form of cash as of June 30, 2025. The Company had pledged securities to derivative counterparties with an amortized cost of $10.0 million and a fair value of $9.7 million as of June 30, 2025. 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.

Information about derivative assets and liabilities at June 30, 2025, follows:

Weighted · Weighted Average Rate · Estimated
Notional · Average · Contract · Fair Value
AmountMaturityReceivedpay rateAsset (Liability)
(In thousands) · (In years) · (In thousands)
Cash flow hedges:
Interest rate swaps on commercial loans (1)$475,0000.63.65%4.09%$43
Interest rate collars on commercial loans200,0001.0305
Total cash flow hedges$675,000$348
Economic hedges:
Interest rate swap on tax advantaged economic development bond$4,8264.44.80%5.09%$(127)
Interest rate swaps on loans with commercial loan customers1,983,3594.74.78%4.76%(24,122)
Offsetting interest rate swaps on loans with commercial loan customers (1)1,983,3594.74.76%4.78%6,236
Risk participation agreements with dealer banks393,6295.0318
Forward sale commitments3,9470.251
Total economic hedges$4,369,120$(17,644)
Non-hedging derivatives:
Commitments to lend$11,6150.2$98
Total non-hedging derivatives$11,615$98
Total$5,055,735$(17,198)

(1) Fair value estimates included the impact of $17.6 million settled to market contract agreements.

Information about derivative assets and liabilities at December 31, 2024, follows:

Weighted · Weighted Average Rate · Estimated
Notional · Average · Contract · Fair Value
AmountMaturityReceivedpay rateAsset (Liability)
(In thousands) · (In years) · (In thousands)
Cash flow hedges:
Interest rate swaps on commercial loans$600,0000.93.64%4.53%$—
Interest rate collars on commercial loans200,0001.5193
$800,000$193
Economic hedges:
Interest rate swap on tax advantaged economic development bond$5,2974.95.03%5.09%$(79)
Interest rate swaps on loans with commercial loan customers1,859,4804.54.65%5.35%(72,911)
Offsetting interest rate swaps on loans with commercial loan customers (1)1,859,4804.55.35%4.65%41,501
Risk participation agreements with dealer banks345,3675.156
Forward sale commitments2,9910.234
Total economic hedges$4,072,615$(31,399)
Non-hedging derivatives:
Commitments to lend$10,5120.2$90
Total non-hedging derivatives$10,512$90
Total$4,883,127$(31,116)

(1) Fair value estimates included the impact of $28.8 million settled to market contract agreements.

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 June 30, 2025, the Company hadsix interest rate swap contracts with a notional value of $475.0 million. The interest rate swaps mature during 2025 and 2026. This hedge strategy converts commercial variable rate loans to fixed interest rates, thereby protecting the Company from floating interest rate variability.

As of June 30, 2025, the Company hadtwo 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 mature during 2026 and 2027. 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 (related to interest rate derivatives designated as hedges of cash flows), were as follows:

Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2025202420252024
Interest rate swaps on commercial loans:
Unrealized gain/(loss) recognized in accumulated other comprehensive loss$(2,606)$268$(1,298)$(5,413)
Less: Reclassification of unrealized (loss) from accumulated other comprehensive loss to interest expense(166)(157)(321)(314)
Net tax benefit on items recognized in accumulated other comprehensive income118(116)(286)1,386
Other comprehensive gain/(loss) recorded in accumulated other comprehensive income, net of reclassification adjustments and tax effects$(2,322)$309$(1,263)$(3,713)
Net interest expense recognized on hedged commercial loans$317$2,728$826$5,448

Economic hedges

As of June 30, 2025, the Company had an interest rate swap with a $4.8 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 wasno credit valuation loss adjustment arising from the difference in credit worthiness of the commercial loan and financial institution counterparties as of June 30, 2025. 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.

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 June 30,Six Months Ended June 30,
(In thousands)2025202420252024
Economic hedges
Interest rate swap on industrial revenue bond:
Unrealized (loss)/gain recognized in other non-interest income$(13)$23$(48)$110
Interest rate swaps on loans with commercial loan customers:
Unrealized gain/(loss) recognized in other non-interest income(40,209)4,474(72,149)(19,174)
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 income40,209(4,474)72,14919,174
Risk participation agreements:
Unrealized gain recognized in other non-interest income44244262234
Forward commitments:
Unrealized (loss)/gain recognized in other non-interest income43(46)1711
Non-hedging derivatives
Commitments to lend
Unrealized gain recognized in other non-interest income$51$(46)$59$67
Realized gain in other non-interest income271548459705

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 $27.8 million and $44.8 million as of June 30, 2025 and December 31, 2024, respectively. The Company had net asset positions with its commercial banking counterparties totaling $20.5 million and $3.1 million as of June 30, 2025 and December 31, 2024, respectively. The Company had net liability positions with its financial institution counterparties totaling $20.7 million and $3.1 million as of June 30, 2025 and December 31, 2024, respectively. The Company had net liability positions with its commercial banking counterparties totaling $45.2 million and $76.0 million as of June 30, 2025 and December 31, 2024.

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of June 30, 2025 and December 31, 2024:

Offsetting of Financial Assets and Derivative Assets

GrossAmounts of · Gross AmountsOffset in the · Net Amountsof AssetsPresented in the · Gross Amounts Not Offset inthe Consolidated Balance Sheets
Recognized · Consolidated · Consolidated · Financial · Cash
(In thousands)AssetsBalance SheetsBalance SheetsInstrumentsCollateral ReceivedNet Amount
Interest Rate Swap Agreements:
Institutional counterparties$46,374$(18,562)$27,812$—$(10,290)$17,522
Commercial counterparties20,495—20,495——20,495
Total$66,869$(18,562)$48,307$—$(10,290)$38,017

Offsetting of Financial Liabilities and Derivative Liabilities

GrossAmounts of · Gross AmountsOffset in the · Net Amountsof LiabilitiesPresented in the · Gross Amounts Not Offset inthe Consolidated Balance Sheets
Recognized · Consolidated · Consolidated · Financial · Cash
(In thousands)LiabilitiesBalance SheetsBalance SheetsInstrumentsCollateral PledgedNet Amount
Interest Rate Swap Agreements:
Institutional counterparties$(22,034)$1,327$(20,707)$9,592$4,273$(6,842)
Commercial counterparties(45,219)—(45,219)——(45,219)
Total$(67,253)$1,327$(65,926)$9,592$4,273$(52,061)

Offsetting of Financial Assets and Derivative Assets

GrossAmounts of · Gross AmountsOffset in the · Net Amountsof AssetsPresented in the · Gross Amounts Not Offset inthe Consolidated Balance Sheets
Recognized · Consolidated · Consolidated · Financial · Cash
(In thousands)AssetsBalance SheetsBalance SheetsInstrumentsCollateral ReceivedNet Amount
Interest Rate Swap Agreements:
Institutional counterparties$76,242$(31,410)$44,832$—$(32,500)$12,332
Commercial counterparties3,092—3,092——3,092
Total$79,334$(31,410)$47,924$—$(32,500)$15,424

Offsetting of Financial Liabilities and Derivative Liabilities

GrossAmounts of · Gross AmountsOffset in the · Net Amountsof LiabilitiesPresented in the · Gross Amounts Not Offset inthe Consolidated Balance Sheets
Recognized · Consolidated · Consolidated · Financial · Cash
(In thousands)LiabilitiesBalance SheetsBalance SheetsInstrumentsCollateral PledgedNet Amount
Interest Rate Swap Agreements:
Institutional counterparties$(5,741)$2,659$(3,082)$9,078$—$5,996
Commercial counterparties(76,003)—(76,003)——(76,003)
Total$(81,744)$2,659$(79,085)$9,078$—$(70,007)

NOTE 8. 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 June 30, 2025, 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) · June 30, 2025 · December 31, 2024
Lease Right-of-Use Assets · Classification
Operating lease right-of-use assetsOther assets$47,120$50,195
Finance lease right-of-use assetsPremises and equipment, net604629
Total Lease Right-of-Use Assets$47,724$50,824
Lease Liabilities
Operating lease liabilitiesOther liabilities$53,136$55,986
Finance lease liabilitiesOther liabilities866891
Total Lease Liabilities$54,002$56,877

Supplemental information related to leases was as follows:

June 30, 2025December 31, 2024
Weighted-Average Remaining Lease Term (in years)
Operating leases7.78.1
Finance leases12.513.0
Weighted-Average Discount Rate
Operating leases3.54%3.53%
Finance leases5.00%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 June 30, 2025 was $2.3 million. Lease expense for operating leases for the six months ended June 30, 2025 was $4.5 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 June 30, 2024 was $2.2 million. Lease expense for operating leases for the six months ended June 30, 2024 was $4.5 million. Variable lease components, such as consumer price index adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.

Supplemental cash flow information related to leases was as follows:

Three Months Ended
(In thousands)June 30, 2025June 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$2,132$2,048
Operating cash flows from finance leases1111
Financing cash flows from finance leases1212
Six Months Ended
(In thousands)June 30, 2025June 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$4,378$4,211
Operating cash flows from finance leases2286
Financing cash flows from finance leases25118

The following table presents a maturity analysis of the Company’s lease liability by lease classification at June 30, 2025:

(In thousands)Operating LeasesFinance Leases
2025$4,475$46
20269,35793
20278,70793
20287,65893
20296,65793
Thereafter23,414744
Total undiscounted lease payments60,2681,162
Less amounts representing interest(7,132)(296)
Lease liability$53,136$866

NOTE 9. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios were as follows:

June 30,2025December 31,2024Minimum Capital Requirement
Company (consolidated)
Total capital to risk-weighted assets15.9%15.5%8.0%
Tier 1 capital to risk-weighted assets13.613.26.0
Common equity tier 1 capital to risk-weighted assets13.413.04.5
Tier 1 capital to average assets11.111.04.0
June 30,2025December 31,2024Regulatory Minimum to be Adequately CapitalizedRegulatoryMinimum to beWell Capitalized
Bank
Total capital to risk-weighted assets14.2%13.8%8.0%10.0%
Tier 1 capital to risk-weighted assets13.012.66.08.0
Common equity tier 1 capital to risk-weighted assets13.012.64.56.5
Tier 1 capital to average assets10.610.44.05.0

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 June 30, 2025, 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 June 30, 2025 also exceeded the minimum capital requirements including the currently applicable capital conservation buffer of 2.5%.

Accumulated other comprehensive (loss)

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

(In thousands)June 30,2025December 31,2024
Other accumulated comprehensive income, before tax:
Net unrealized holding (loss) on AFS securities$(123,423)$(142,127)
Net unrealized (loss) on cash flow hedging derivatives(1,145)(3,037)
Net unrealized holding gain on pension plans365365
Income taxes related to items of accumulated other comprehensive income:
Net unrealized tax benefit on AFS securities32,74637,716
Net unrealized tax benefit on cash flow hedging derivatives316838
Net unrealized tax expense on pension plans(99)(98)
Accumulated other comprehensive loss$(91,240)$(106,343)

The following table presents the components of other comprehensive (loss) for the three and six months ended June 30, 2025 and 2024:

(In thousands)Before TaxTax EffectNet of Tax
Net unrealized holding gain on AFS securities:
Net unrealized gains arising during the period$4,744$(1,275)$3,469
Less: reclassification adjustment for (losses) realized in net income———
Net unrealized holding gain on AFS securities4,744(1,275)3,469
Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period428(118)310
Less: reclassification adjustment for (losses) realized in net income———
Net unrealized gain on cash flow hedging derivatives428(118)310
Other comprehensive income$5,172$(1,393)$3,779
Net unrealized holding loss on AFS securities:
Net unrealized (losses) arising during the period$(816)$224$(592)
Less: reclassification adjustment for (losses) realized in net income———
Net unrealized holding loss on AFS securities(816)224(592)
Net unrealized loss on cash flow hedging derivatives:
Net unrealized (loss) arising during the period268(73)195
Less: reclassification adjustment for (losses) realized in net income(157)43(114)
Net unrealized gain on cash flow hedging derivatives425(116)309
Other comprehensive (loss)$(391)$108$(283)
(In thousands)Before TaxTax EffectNet of Tax
Net unrealized holding loss on AFS securities:
Net unrealized (losses) arising during the period$18,704$(4,970)$13,734
Less: reclassification adjustment for (losses) realized in net income———
Net unrealized holding gain on AFS securities18,704(4,970)13,734
Net unrealized loss on cash flow hedging derivatives:
Net unrealized (loss) arising during the period1,892(523)1,369
Less: reclassification adjustment for (losses) realized in net income———
Net unrealized (loss) on cash flow hedging derivatives1,892(523)1,369
Other comprehensive income$20,596$(5,493)$15,103
Net unrealized holding gain on AFS securities:
Net unrealized (losses) arising during the period$(6,438)$2,115$(4,323)
Less: reclassification adjustment for (losses) realized in net income(49,909)13,555(36,354)
Net unrealized holding gain on AFS securities43,471(11,440)32,031
Net unrealized loss on cash flow hedging derivatives:
Net unrealized (loss) arising during the period(5,413)1,471(3,942)
Less: reclassification adjustment for (losses) realized in net income(314)85(229)
Net unrealized (loss) on cash flow hedging derivatives(5,099)1,386(3,713)
Other comprehensive income$38,372$(10,054)$28,318

The following table presents the changes in each component of accumulated other comprehensive income/(loss), for the three and six months ended June 30, 2025 and 2024:

(In thousands)Net unrealizedholding losson AFS SecuritiesNet loss oneffective cashflow hedging derivativesNet unrealizedholding losson pension plansTotal
Balance at Beginning of Period$(94,145)$(1,140)$266$(95,019)
Other comprehensive income before reclassifications3,469310—3,779
Less: amounts reclassified from accumulated other comprehensive (loss)————
Total other comprehensive income3,469310—3,779
Balance at End of Period$(90,676)$(830)$266$(91,240)
Balance at Beginning of Period$(106,902)$(7,128)$(385)$(114,415)
Other comprehensive (loss) before reclassifications(592)195—(397)
Less: amounts reclassified from accumulated other comprehensive (loss)—(114)—(114)
Total other comprehensive income(592)309—(283)
Balance at End of Period$(107,494)$(6,819)$(385)$(114,698)
Balance at Beginning of Period$(104,410)$(2,199)$266$(106,343)
Other comprehensive (loss) before reclassifications13,7341,369—15,103
Less: amounts reclassified from accumulated other comprehensive income————
Total other comprehensive income13,7341,369—15,103
Balance at End of Period(90,676)(830)266(91,240)
Balance at Beginning of Period$(139,525)$(3,106)$(385)$(143,016)
Other comprehensive (loss) before reclassifications(4,323)(3,942)—(8,265)
Less: amounts reclassified from accumulated other comprehensive income(36,354)(229)—(36,583)
Total other comprehensive (loss)32,031(3,713)—28,318
Balance at End of Period$(107,494)$(6,819)$(385)$(114,698)

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

income for the three and six months ended June 30, 2025 and 2024:

Affected Line Item in the
Three Months Ended June 30, · Statement where Net Income
(In thousands)20252024is Presented
Realized (losses) on AFS securities:
$—$—Non-interest income
——Tax benefit
——Net of tax
Realized (losses) on cash flow hedging derivatives:
—(157)Interest expense
——Non-interest expense
—43Tax benefit
—(114)Net of tax
Total reclassifications for the period$—$(114)Net of tax
Affected Line Item in the
Six Months Ended June 30, · Statement where Net Income
(In thousands)20252024is Presented
Realized (losses) on AFS securities:
$—$(49,909)Non-interest income
—13,555Tax benefit
—(36,354)Net of tax
Realized (losses) on cash flow hedging derivatives:
—(632)Interest expense
——Non-interest expense
—172Tax benefit
—(460)Net of tax
Total reclassifications for the period$—$(36,814)Net of tax

NOTE 10. 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 June 30,Six months ended June 30, 2025
(In thousands, except per share data)2025202420252024
Net income$30,366$24,025$56,085$3,837
Average number of common shares issued51,90351,90351,90351,903
Less: average number of treasury shares5,5958,6565,5528,506
Less: average number of unvested stock award shares544810620795
Average number of basic shares outstanding45,76442,43745,73142,602
Plus: dilutive effect of unvested stock award shares24271310161
Plus: dilutive effect of stock options outstanding1—1—
Average number of diluted shares outstanding46,00742,50846,04242,763
Basic earnings per common share:$0.66$0.57$1.23$0.09
Diluted earnings per common share:$0.66$0.57$1.22$0.09

For the three months ended June 30, 2025,301 thousand shares of unvested restricted stock and 44 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the six months ended June 30, 2025,318 thousand shares of unvested restricted stock and 44 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation. For the three months ended June 30, 2024,739 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 six months ended June 30, 2024,627 thousand shares of unvested restricted stock and 49 thousand options outstanding were anti-dilutive and therefore excluded from the earnings per share calculation.

NOTE 11. STOCK-BASED COMPENSATION PLANS

A combined summary of activity in the Company’s stock award and stock option plans for the six months ended June 30, 2025 is presented in the following table:

Non-Vested Stock Awards Outstanding · Stock Options Outstanding
(Shares in thousands)Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Exercise Price
December 31, 2024796$24.9444$26.65
Granted129.13——
Acquired————
Stock options exercised————
Stock awards vested(264)26.01——
Forfeited(40)26.01——
Expired————
June 30, 2025493$24.2944$26.65

During the three months ended June 30, 2025 and 2024, there wereno stock option exercises. During the three and six months ended June 30, 2025, there were 172 thousand and 263 thousand shares vested in connection with stock awards, respectively. During the three and six months ended June 30, 2024, there were 173 thousand and 339 thousand shares vested in connection with stock awards, respectively. All of these shares were issued from available treasury stock. Stock-based compensation expense totaled $1.3 million and $1.8 million during the three months ended June 30, 2025 and 2024, respectively. Stock-based compensation expense totaled $2.6 million and $3.9 million during the six months ended June 30, 2025 and 2024, respectively.Stock-based compensation expense is recognized over the requisite service period for all awards.

NOTE 12. 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 June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.

June 30, 2025
Level 1Level 2Level 3Total
(In thousands)InputsInputsInputsFair Value
Trading securities$—$—$4,835$4,835
Securities available for sale:
U.S Treasuries7,985——7,985
Municipal bonds and obligations—60,135—60,135
Agency collateralized mortgage obligations—272,280—272,280
Agency residential mortgage-backed securities—222,257—222,257
Agency commercial mortgage-backed securities—65,830—65,830
Corporate bonds—32,2943,93236,226
Equity securities—647—647
Loans held for investment at fair value——296296
Loans held for sale—4,014—4,014
Derivative assets—47,90414948,053
Capitalized servicing rights——2,1462,146
Derivative liabilities—2,250—2,250
December 31, 2024
Level 1Level 2Level 3Total
(In thousands)InputsInputsInputsFair Value
Trading securities$—$—$5,258$5,258
Securities available for sale:
U.S Treasuries6,989——6,989
Municipal bonds and obligations—60,864—60,864
Agency collateralized mortgage obligations—264,562—264,562
Agency residential mortgage-backed securities—220,240—220,240
Agency commercial mortgage-backed securities—66,711—66,711
Corporate bonds—32,4563,90136,357
Equity securities—655—655
Loans held for investment at fair value——325$325
Loans held for sale—3,076—3,076
Derivative assets—47,79912447,923
Capitalized servicing rights——1,7061,706
Derivative liabilities—79,039—79,039

There were no transfers between levels during the three months ended June 30, 2025.

Trading Securities at Fair Value. The Company holdsone 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 June 30, 2025.

Aggregate Fair Value
June 30, 2025AggregateAggregateLess Aggregate
(In thousands)Fair ValueUnpaid PrincipalUnpaid Principal
Loans held for investment at fair value$296$6,521$(6,225)
Aggregate Fair Value
December 31, 2024AggregateAggregateLess Aggregate
(In thousands)Fair ValueUnpaid PrincipalUnpaid Principal
Loans held for investment at fair value$325$6,541$(6,216)

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
June 30, 2025AggregateAggregateLess Aggregate
(In thousands)Fair ValueUnpaid PrincipalUnpaid Principal
Loans held for sale$4,014$3,947$67
Aggregate Fair Value
December 31, 2024AggregateAggregateLess Aggregate
(In thousands)Fair ValueUnpaid PrincipalUnpaid Principal
Loans held for sale$3,076$3,015$61

The changes in fair value of loans held for sale for the three and six months ended June 30, 2025, were gains of $42 thousand and $6 thousand, respectively. During the three and six months ended June 30, 2025, originations of loans held for sale totaled $36.5 million and $58.7 million, respectively. During the three and six months ended June 30, 2025, sales of loans originated for sale totaled $33.9 million and $57.5 million, respectively.

The changes in fair value of loans held for sale for the three and six months ended June 30, 2024, were gains of $24 thousand and losses of $31 thousand, respectively. During the three and six months ended June 30, 2024, originations of loans held for sale totaled $16.8 million and $44.7 million, respectively. During the three and six months ended June 30, 2024, sales of loans originated for sale totaled $17.0 million and $41.3 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 June 30, 2025, 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.

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 six months ended June 30, 2025 and 2024.

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 June 30, 2025
March 31, 2025$5,010$3,923$318$93$8$1,646
Unrealized gain/(loss), net recognized in other non-interest income23—(10)543500
Unrealized gain (loss) included in accumulated other comprehensive income—9———
Paydown of asset(198)—(12)———
Transfers to held for sale loans——————
June 30, 2025$4,835$3,932$296$98$51$2,146
Six Months Ended June 30, 2025
December 31, 2024$5,258$3,901$326$90$34$1,706
Unrealized gain, net recognized in other non-interest income48—(9)817440
Unrealized gain (loss) included in accumulated other comprehensive income—31————
Paydown of asset(471)—(21)———
Transfers to held for sale loans——————
Additions to servicing rights——0———
June 30, 2025$4,835$3,932$296$98$51$2,146
Unrealized (loss)/gain relating to instruments still held at June 30, 2025$9$(68)$—$98$51$—
Assets (Liabilities)
Securities · Loans · Capitalized
TradingAvailableHeld forCommitmentsForwardServicing
(In thousands)Securitiesfor SaleInvestmentto LendCommitmentsRights
Three Months Ended June 30, 2024
March 31, 2024$5,909$3,929$396$147$78$1,346
Unrealized (loss)/gain, net recognized in other non-interest income14—(45)338(46)220
Unrealized gain included in accumulated other comprehensive income—(27)————
Paydown of asset(224)—(25)———
Transfers to held for sale loans———(384)——
June 30, 2024$5,699$3,902$326$101$32$1,566
Six Months Ended June 30, 2024
December 31, 2023$6,142$3,923$374$34$21$1,526
Unrealized gain/(loss), net recognized in other non-interest income3—35981140
Unrealized (loss) included in accumulated other comprehensive income—(21)————
Paydown of asset(446)—(51)———
Transfers to held for sale loans———(531)——
Additions to servicing rights——0———
June 30, 2024$5,699$3,902$326$101$32$1,566
Unrealized (loss)/gain relating to instruments still held at June 30, 2024$(57)$(98)$—$101$32$—

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

Fair Value · SignificantUnobservable Input
(In thousands) · June 30, 2025 · Valuation Techniques · Unobservable Inputs · Value
Assets (Liabilities)
Trading Securities$4,835Discounted Cash FlowDiscount Rate3.31%
AFS Securities3,932Indication from Market MakerPrice99.41%
Loans held for investment296Discounted Cash FlowDiscount Rate25.00%
Collateral Value$0.0 - $20.1
Commitments to lend98Historical TrendClosing Ratio79.63%
Pricing ModelOrigination Costs, per loan$3
Forward commitments51Historical TrendClosing Ratio79.63%
Pricing ModelOrigination Costs, per loan$3
Capitalized servicing rights2,146Discounted cash flowConstant Prepayment Rate (CPR)7.41%
Discount Rate10.09%
Total$11,358
Fair Value · SignificantUnobservable Input
(In thousands) · December 31, 2024 · Valuation Techniques · Unobservable Inputs · Value
Assets (Liabilities)
Trading Securities$5,258Discounted Cash FlowDiscount Rate3.36%
AFS Securities3,901Indication from Market MakerPrice97.53%
Loans held for investment325Discounted Cash FlowDiscount Rate25.00%
Collateral Value$0.0- $18.8
Commitments to lend90Historical TrendClosing Ratio83.21%
Pricing ModelOrigination Costs, per loan$3
Forward commitments34Historical TrendClosing Ratio83.21%
Pricing ModelOrigination Costs, per loan$3
Capitalized servicing rights1,706Discounted Cash FlowConstant Prepayment Rate (CPR)7.21%
Discount Rate10.09%
Total$11,314

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.

June 30, 2025Fair Value Measurement DateDecember 31, 2024Fair Value Measurement Date
Level 3Level 3Level 3Level 3
(In thousands)InputsInputsInputsInputs
Assets
Individually evaluated$2,255June 2025$2,195December 2024
Capitalized servicing rights10,330June 202510,084December 2024
Other real estate owned124June 2025—December 2024
Total$12,709$12,279

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

Fair Value
(In thousands)June 30, 2025Valuation TechniquesUnobservable InputsRange (Weighted Average) (1)
Assets
Individually evaluated$2,255Fair Value of CollateralDiscounted Cash Flow - Loss Severity(100.00)% to 0.00% ((65.53)%
Appraised Value · $0 to $177 ($147)
Capitalized servicing rights10,330Discounted Cash FlowConstant Prepayment Rate (CPR)5.22% to 19.10% (13.90%)
Discount Rate · 10.47% to 12.31% (11.16%)
Other Real Estate Owned124Fair Value of CollateralAppraised ValueN/A
Total$12,709

(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, 2024Valuation TechniquesUnobservable InputsRange (Weighted Average) (1)
Assets
Individually evaluated$2,195Fair Value of CollateralDiscounted Cash Flow - loss severity(100.00)% to (0.03)% ((66.97)%)
Appraised Value · $0 to $180 ($153)
Capitalized servicing rights10,084Discounted Cash FlowConstant Prepayment Rate (CPR)4.87% to 14.58% (13.33%)
Discount Rate · 10.47% to 12.97% (11.56%)
Total$12,279

(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.

There were no Level 1 or Level 2 nonrecurring fair value measurements for the periods ended June 30, 2025 and December 31, 2024.

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.

Other real estate owned ("OREO"). OREO results from foreclosure process on residential or commercial loans issued by the Bank. Upon assuming the real estate, the Company records the property at the fair value of the asset less the estimated sales costs. Thereafter, OREO properties are recorded at the lower of cost or fair value less the estimated sales costs. OREO fair values are primarily determined based on Level 3 data including sales comparables and appraisals.

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.

Carrying · Fair
(In thousands)AmountValueLevel 1Level 2Level 3
Financial Assets
Cash and cash equivalents$802,731$802,731$802,731$—$—
Trading securities4,8354,835——4,835
Equity securities647647—647—
Securities available for sale664,713664,7137,985652,7963,932
Securities held to maturity476,756407,406—406,490916
Federal Home Loan Bank stock25,579N/AN/AN/AN/A
Net loans9,381,5059,159,079——9,159,079
Loans held for sale4,0144,014—4,014—
Accrued interest receivable47,48147,481—47,841—
Derivative assets48,05348,053—47,904149
Assets held for sale6,5196,519—6,519—
Financial Liabilities
Total deposits$9,979,031$9,974,063$—$9,974,063$—
Short-term debt360,000359,895—359,895—
Long-term Federal Home Loan Bank advances and other103,861101,150—101,150—
Subordinated borrowings121,736111,352—111,352—
Accrued interest payable8,4038,403—8,403—
Derivative liabilities2,2502,250—2,250—
Carrying · Fair
(In thousands)AmountValueLevel 1Level 2Level 3
Financial Assets
Cash and cash equivalents$1,128,409$1,128,409$1,128,409$—$—
Trading securities5,2585,258——5,258
Equity securities655655—655—
Securities available for sale and other655,723655,7236,989644,8333,901
Securities held to maturity507,658433,382—432,2801,102
Federal Home Loan Bank stock19,565N/AN/AN/AN/A
Net loans9,270,2948,984,103——8,984,103
Loans held for sale3,0763,076—3,076—
Accrued interest receivable49,41049,410—49,410—
Derivative assets47,92347,923—47,799124
Financial Liabilities
Total deposits$10,375,204$10,367,636$—$10,367,636$—
Short-term debt103,500103,635—103,635—
Long-term Federal Home Loan Bank advances212,982209,736—209,736—
Subordinated borrowings121,612110,447—110,447—
Accrued interest payable9,0059,005—9,005—
Derivative liabilities79,03979,039—79,039—

NOTE 13. NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

Presented below is net interest income after provision for credit losses for the three and six months ended June 30, 2025 and 2024, respectively.

Three Months Ended June 30,Six months ended June 30, 2025
(In thousands)2025202420252024
Net interest income$91,921$88,532$181,692$176,672
Provision for credit losses4,0006,4999,50012,499
Net interest after provision for credit losses$87,921$82,033$172,192$164,173

NOTE 14. 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 June 30, 2025 and December 31, 2024 the carrying value of all tax equity investments was $43.0 million and $35.6 million, respectively, and were included in other assets on the Consolidated Balance Sheets.

The carrying value of the investments accounted for under the proportional amortization method (PAM) on June 30, 2025 included $21.2 million of delayed equity contributions described in the chart below. The delayed equity contributions were included in Other Liabilities on the Consolidated Balance Sheets.

As of June 30, 2025, the Company's delayed equity contributions were estimated to be paid as follows:

(In thousands)Delayed Equity Contributions
2025$9,125
20267,294
20274,277
2028245
Thereafter237
Total delayed equity contributions$21,178

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.

Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2025202420252024
Provision for Income Taxes:
Amortization of tax credit investments$(951)$(639)$(1,902)$(1,278)
Tax credit and other tax benefit/(expense)8601881,715761
Total provision for income taxes$(91)$(451)$(187)$(517)

There wasno material non-income tax related expense associated with these investments recorded outside of income tax expense for the three months ended June 30, 2025 and 2024. There wereno impairment losses recorded on tax equity investments during the three and six months ended June 30, 2025 and 2024.

NOTE 15. PENDING MERGER

On December 16, 2024, Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), Commerce Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Berkshire (“Merger Sub”), and Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Brookline, with Brookline as the surviving entity (the “Merger”), and immediately following the Merger, Brookline will merge with and into Berkshire, with Berkshire as the surviving entity (the “Holdco Merger”). The Merger Agreement further provides that immediately following the Merger, Berkshire Bank, a Massachusetts trust company and a wholly owned subsidiary of Berkshire, Bank Rhode Island, a Rhode Island-chartered bank and a wholly owned subsidiary of Brookline, and PCSB Bank, a New York-chartered bank and a wholly owned subsidiary of Brookline, each will merge with and into Brookline Bank, a Massachusetts trust company and a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the “Bank Mergers” and, together with the Merger and the Holdco Merger, the “Proposed Transaction”).

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $0.01 par value, of Brookline (“Brookline Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Brookline or Berkshire, will be converted into the right to receive 0.42 of a share (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Berkshire (“Berkshire Common Stock”). Holders of Brookline Common Stock will receive cash in lieu of fractional shares of Berkshire Common Stock.

ContentsView on SEC.gov

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