INDB 10-K & 10-Q changes, risk factors and insider trading

Changes in interest rates and other factors could adversely impact the Company’s financial condition and results of operations. The Company’s ability to make a profit, like that of most financial institutions, substantially depends upon its net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and investment securities, and the interest expense paid on interest-bearing liabilities, such as deposits and borrowings. However, certain assets and liabilities may react differently to changes in market interest rates. Further,Given the Company is unable to predict fluctuations in market interest rates, interest rates on some types of assets and liabilities may fluctuate prior to changes in broader market interest rates, while rates on other types of assets and liabilities may lag behind. AnyChanges in market interest rates could either positively or negatively affect the Company’s net interest income and profitability, depending upon the magnitude, direction and duration of the change. Further, any substantial, unexpected, or prolonged change in market interest rates could have a material adverse effect on the Company’s business, financial condition and results of operations.

Factors such as inflation, tariffs, recession, unemployment, money supply, global disorder, instability in domestic and foreign financial markets, political uncertainty, and other factors beyond the Company’s control, may affect interest rates. Changes in market interest rates also affect the level of voluntary prepayments on loans and the receipt of payments on mortgage-backed securities, which can impact the expected timing of receipt of proceeds. Particularly in a decreasing interest rate environment, prepayments may result in proceeds having to be reinvested at a lower rate than the loan or mortgage-backed security being prepaid. Conversely, in a period of rising interest rates, the interest income earned on the Company’s assets may not increase as rapidly as the interest that the Company pays on its liabilities. Additionally, increases in interest rates may decrease loan demand or make it more difficult for borrowers to repay variable rate loans. Although the Company pursues an asset/liability management strategy designed to manage its risk arising from changes in interest rates, the Company’s strategy may not be fully effective, or may only be effective in part, and changes in market interest rates can have a material adverse effect on the Company’s profitability.

If the Company experiences credit losses at a level higher than anticipated in the Company’s models, its earnings could materially decrease. The Company’s loan customers may not repay loans according to their terms, and the collateral securing the payment of loans may be insufficient to assure repayment or cover losses. If loan customers fail to repay loans according to the terms of the loans, the Company may experience significant credit losses that could have a material adverse effect on its operating results and capital ratios. The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of borrowers, the value of the real estate and other assets serving as collateral for the repayment of loans, and the enforce abilityenforceability of its loan documents. In determining the amount of the allowance for credit losses, the Company, in addition to assessing the collectability of its loan portfolio, relies on an evaluation of economic conditions, which involves a high level of subjectivity, as well as significant estimates of current credit risks and trends using existing qualitative and quantitative information and reasonable supportable forecasts of future economic conditions, all of which may undergo frequent and material changes. If the assumptions underlying the determination of itsthe Company’s allowance for credit losses prove to be incorrect, the current allowance for credit losses may not be sufficient to cover losses inherent in the Company’s loan portfolio and an adjustment may be necessary to allow for different economic conditions or adverse developments in its loan portfolio. A problem with one or more loans could require the Company to significantly increase the level of its allowance for credit losses. In addition, federal and state regulators periodically review the Company’s allowance for credit losses and may require it to increase its allowance for credit losses or recognize further loan charge-offs, based on judgments different than those of management. Material additions to the allowance would materially decrease the Company’s net income and could have a material adverse effect on the Company’s results of operations or financial condition.

A significant portion of the Company’s loan portfolio is secured by real estate, and events that negatively impact the real estate market could adversely affect the Company’s asset quality and the profitability of loans secured by real property andincluding increasepotentially increasing the number of defaults and the level of losses within the Company’s loan portfolio.loss levels. The real estate collateral securing the Company’s loans provides an alternate source of repayment in the event of default by the borrower. Should real estate values deteriorate during the time the credit is extended, the Company is potentially exposed to greater losses. A downturn in the real estate marketdownturn in the Company’s primary market areas could result in an increase in the number of borrowers who default on loans and a reduction in the value of the collateral securing loans, which in turn could have an adverse effect on the Company’s profitability and asset quality. Further, if the Company is required to liquidate collateral securing a loan to satisfy the related debt during a period of reduced real estate values, the Company may experience higher credit losses and costs than expected and its earnings and shareholders’ equity could be adversely affected. Any declines in real estate prices in the Company’s primary markets may also result in increases in delinquencies and losses in its loan portfolios. Unanticipated decreases in real estate prices coupled with certain events, such as a prolonged economic downturn andor elevated levels of unemployment could drive credit losses beyond the level provided for in the Company’s allowance for credit losses. If this occurs, the Company’s earnings could be adversely affected.

The Company’s emphasis on originating commercial loans may increase lending risks. At December 31, 2024,2025, 74.9%77.2% of the Company’s loan portfolio consisted of commercial loans. The Company’s commercial loan portfolio includesis comprised of commercial and industrial loans, commercial real estate loans, commercial construction loans, andwhich also includes small business banking loans. Commercial and industrial loans may expose the Company to additional risks since their underwriting is typically based on the borrower’s ability to make repayments from the cash flow of its business and may be secured by non-real estate collateral that may depreciate over time, or by owner-occupied real estate, the value of which is subject to market fluctuations and may deteriorate over the life of the loan. Commercial real estate loans and small business loans generally expose the Company to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans typically depends on the successful operation of the property and the continuity of tenant rental payments. Commercial real estate loans also typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential mortgage loans. Factors such as increased prevalence of remote or hybrid work arrangements and consumer preference for online shopping have led and continue to lead to a decreased demand for office and retail space creating increased property vacancies and declining rent growth, which could impact the value of the future cash flow and value of the involved property that serves as loan collateral. Such trends couldhave ultimatelyresulted in and may continue to result in a shrinkage of the commercial real estate market, which could materially impact the Company’s results of operations and financial condition and possibly the Company’s long-term business strategy because commercial real estate loans are currently the Company’s largest loan category. Commercial construction loans are generally considered to involve a higher degree of credit risk than long-term financing on owner-occupied residential real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction as compared to estimated costs. Changes in economic conditions that are outside of the control of the borrower and lender could impact the value of the future cash flow and value of the underlying loan collateral.

The Company may experience losses and expenses if security interests granted for loans are not enforceable. When the Bank makes loans, it sometimes obtains liens, such as real estate mortgages or other asset pledges, to provide the Bank with one or more security interests in collateral. If there is a loan defaultdefault, the Bank may seek to foreclose upon collateral and enforce the security interests to obtain repayment and eliminate or mitigate the Company’s loss. Drafting errors, granting errors, recording errors, other defects or imperfections in the security interests granted to the Bank and/or changes in law may render liens granted to the Bank unenforceable. The Company may incur losses or expenses if security interests granted to the Bank are not properly perfected or are otherwise unenforceable.

The Company operates in a highly regulated environment and may be adversely impacted by changes in industry practices, laws, regulations, and accounting standards. Any changechanges in the industry practices, laws, regulations or accounting standards andstandards, failure by the Company to comply with any such changes, or aany changechanges in regulators’ supervisory policies or examination procedures, whether by the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve, other state or federal regulators, the U.S. Congress, or the Massachusetts legislaturelegislature, could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows. In addition, personnel changes at such regulatory agencies may result in differing interpretations of existing rules and guidelines, including more stringent enforcement and more severe penalties.penalties, which may be unpredictable. For example, new appointments to the Board of Governors at the Federal Reserve, or increased political pressures on the Federal Reserve, could impact monetary policy. Any such changes may lead to increased costs of compliance as well an increased risk of formal or informal regulatory actions. Additionally, certain aspects of current or proposed regulatory or legislative changes to laws applicable in the financial services industry, including the adoption of new rules or more aggressive examination and enforcement by the Company’s regulators over its overdraft protection practices, have led and may in the future lead certain banking organizations to modify their overdraft protection programs, including the imposition of overdraft transaction fees. TheseAny such competitive pressures from the Company’s peers could cause the Company to modify its program and practices in ways that may negatively impact the profitability of the Company’s business activities and expose it to increased business and compliance costs, which, in turn could have an adverse effect on the Company’s financial condition and results of operations.

The costs of compliance with fair lending laws or negative outcomes with respect to challenges of the Company’s compliance with such laws, inclusive of laws impacting banks exceeding $10 billion in total assets, could have a material adverse effect on the Company’s business, financial condition or results of operations or could damage the Company’s reputation. The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose non-discriminatory lending and other requirements on financial institutions. The U.S. Department of Justice and other federal agencies, including the FDIC and the Consumer Financial Protection Bureau (“CFPB”),FDIC, are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA and other fair lending laws and regulations could result in, among other sanctions, the required payment of damages and civil monetary penalties, injunctive relief, imposition of restrictions on acquisitions and restrictions on expansion. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. The costs of defending, and any adverse outcome from, any challenge with respect to the Company’s compliance with fair lending laws could damage the Company’s reputation or could have a material adverse effect on the Company’s business, financial condition or results of operations.

The impact of changes to the Internal Revenue Code or federal, state or local taxes may adversely affect the Company’s financial results or business. The Company is subject to changes in tax law which could impact the Company’s effective tax rate. Changes in U.S. federal, state and local tax law, interpretation of existing tax law, or adverse determinations by tax authorities, could increase the Company’s tax burden or otherwise adversely affect the Company’s financial condition or results of operations. The Company’s results of operations may be impacted by changes resulting from different political philosophies governing individual and corporate taxation, as well as regulation, which may result from the policies of the new U.S. presidential administration.regulation. For example, changes to tax laws and regulations, including various provisions of the Tax CutCuts and Jobs Act (“TCJA”), which will expireenacted in 2025December if2017, notmade extended,broad mayand negativelycomplex impactchanges to the Company’s effective incomeU.S. tax rate,code. financialAdditionally, results,on orJuly 4, 2025, the amountOne Big Beautiful Bill Act was signed into law, which included a broad range of any tax assetsreform orprovisions liabilities.affecting businesses, including extending and modifying certain key provisions from the TCJA and accelerating the phase-out of certain incentives from the Inflation Reduction Act of 2022. Tax law changes may or may not be retroactive to previous periods and could negatively affect the current and future financial performance of the Company. Changes in enacted tax rates are recognized when promulgated and therefore could have a material impact on the Company’s results.

Claims and litigation could result in losses and damage to the Company’s reputation. From time to time as part of the Company’s normal course of business, customers, bankruptcy trustees, former customers, contractual counterparties, third parties and former employees make claims and take legal action against the Company based on its alleged actions or inactions. If such claims and legal actions are not resolved in a manner favorable to the Company, they may result in financial liability and/or adversely affect the market perception of the Company and its products and services. A judgment significantly in excess of any reserve, or in excess of any applicable insurance coverage or third-party indemnity, could also materially adversely affect our financial condition or results of operations. Even unfounded claims can result in substantial legal costs, management distraction, and potential settlements or penalties. Litigation may also generate negative publicity, harming the Company’s reputation, customer relationships, and financial performance. This may also impact customer demand for the Company’s products and services. Any material financial liability or reputational damage resulting from claims or litigation could have a material adverse effect on the Company’s business, financial condition and results of operations.

Changes in U.S. trade policies and other global political factors beyond the Company’s control, including the imposition of tariffs, retaliatory tariffs, or other sanctions, may adversely impact the Company’s business, financial condition and results of operations. There have been, and may be in the future, extensive changes and discussions with respect to U.S. and international trade policies, legislation, treaties and tariffs, embargoes, sanctions and other trade restrictions. Tariffs, retaliatory tariffs or other trade restrictions on products and materials that customers import or export, including tariffs imposed by the new U.S. presidential administration, or a trade war or other related governmental actions related to tariffs, international trade agreements or policies or other trade restrictions have the potential to negatively impact the Company’s and/or the Bank'sBank’s customers'customers’ costs, demand for the Bank'sBank’s customers'customers’ products, and/or the U.S. economy or certain sectors thereof and, thus, could adversely impact the Company’s business, financial condition and results of operations. In addition, to the extent changes in the global political environment, including the Russia-Ukraine conflict, the conflict in Israelexisting and surrounding areas and the possible expansion of suchfuture conflicts, have had and may continue to have a negative impact on the global economy,economy and financial markets, including the financial services industry generally and, as a result, the Company and the markets in which the Companyit operates, the Company’s business, results of operations and financial condition could be materially and adversely impacted in the future.

The Company may not be able to detect money laundering and other illegal or improper activities fully or on a timely basis, which could expose it to additional liability and could have a material adverse effect on the Company. The Company is required to comply with anti-money laundering, anti-terrorism and other laws and regulations in the United States. These laws and regulations require the Company, among other things, to adopt and enforce “know-your-customer” policies and procedures and to report suspicious and large transactions to applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel and have become the subject of enhanced government supervision.

The policies and procedures the Company has adopted for the purposes of detecting and preventing the use of its banking network for money laundering and related activities may not completely eliminate instances in which the Company’s platforms may be used by customers to engage in money laundering and other illegal or improper activities. To the extent the Company fails to fully comply with applicable laws and regulations, banking agencies have the authority to impose fines and other penalties on the Company. In addition, the Company’s business and reputation could suffer if customers use its banking network for money laundering or illegal or improper purposes.

Acquisitions, including the Merger,Acquisitions may be more difficult, costly or time consuming than expected, and the expected benefits of such acquisitions may not be realized. While focusing on organic growth, the Company’s strategy also includes, in part, growth through opportunistic whole or partial acquisitions of other banks, branches, financial institutions, or related businesses. The Company may not be able to identify suitable acquisition candidates or complete such acquisitions in the future. Competition for acquisitions can be highly competitive, and the Company may not be able to acquire other institutions on acceptable terms. Any possible acquisition may be subject to regulatory approval, and there can be no assurance that the Company will be able to obtain any such approval in a timely manner or at all. Acquisitions may also result in potential dilution of stockholder value or possible future impairment of goodwill and other intangibles.

In addition, fees, expenses and charges associated with any acquisition transaction may be higher than anticipated. Costs or difficulties relating to integration matters might be greater than expected and the Company may be unable to realize expected cost savings and synergies from its acquisitions, such asincluding the Merger,merger with Enterprise, in the amounts and in the timeframe anticipated. For example, it is possible that any integration process could result in the loss of key employees, the disruption of the Company’s ongoing business or diversion of management’s attention from other business activities or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with customers and employees or to achieve the anticipated benefits and cost savings of a merger. With respect to the merger with Enterprise, there remains a possibility that the integration process may present unexpected challenges or may not achieve all anticipated benefits in the expected timeframe or at all. The loss of key employees could adversely affect the Company’s ability to successfully conduct its business in the markets in which an acquired company operates, which could have an adverse effect on the Company’s financial results and the value of its common stock.

Further, following any acquisition, the combined company’s actual cost savings and revenue enhancements, if any, cannot be quantified in advance. Any actual cost savings or revenue enhancements will depend on future expense levels and operating results, the timing of certain events and general industry, regulatory and business conditions. In addition, the Company may not be successful in mitigating deposit erosion or loan quality deterioration at acquired institutions. Many of these events will be beyond the control of the combined company. With respect to the Merger, the Company’s belief that cost savings and revenue enhancements are achievable is a forward-looking statement that is inherently uncertain.

Impairment of goodwill and/or intangible assets could require charges to earnings, which could result in a negative impact on the Company’s results of operations. Goodwill is an intangible asset that arises when the Company acquires a business for an amount greater than the net fair value of the assets of the acquired business. The Bank has recognized goodwill as an asset on the balance sheet in connection with several acquisitions. Goodwill is an intangible asset. When an intangible asset is determined to have an indefinite useful life, it is not amortized, and instead is evaluated for impairment. The Company conducts goodwill and other intangible asset impairment tests annually, or more frequently if necessary.necessary, Thefirst Company evaluates goodwillby using aqualitative combined qualitativeapproach, and if deemed necessary, a quantitative impairment approach.assessment. A significant and sustained decline in the Company’s stock price and market capitalization, a significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower growth rates or other factors could result in a finding of impairment of goodwill or other intangible assets. If the Company were to conclude that a future write-down of goodwill or other intangible assets is necessary, then the Company would record the appropriate charge to earnings, which could have material adverse effect on the Company’s results of operations or financial condition.

Deterioration in the performance or financial position of the Federal Home Loan Bank (“FHLB”) of Boston might restrict the FHLB of Boston’s ability to meet the funding needs of its members, cause a suspension of its dividend, and cause its stock to be determined to be impaired. When necessary, components of the Bank’s liquidity needs are met through its access to funding pursuant to its membership in the FHLB of Boston. The FHLB of Boston is a cooperative that provides services to its member banking institutions. The primary reason for joining the FHLB of Boston is to obtain funding.funding Theand the purchase of stock in the FHLB of Boston is a requirement for a member to gain access to funding. Any unexpected changes to the underwriting guidelines for wholesale borrowings or lending policies of the FHLB of Boston may limit or restrict our ability to borrow. Additionally, any deterioration in the FHLB of Boston’s performance or financial condition may affect the Company’s ability to access funding and/or require the Company to deem the required investment in FHLB of Boston stock to be impaired. If the Company is not able to access funding, it may not be able to meet its liquidity needs, which could have an adverse effect on its results of operations or financial condition. Similarly, if the Company deems all or part of its investment in FHLB of Boston stock impaired, such action could have a material adverse effect on the Company’s results of operations or financial condition.

Reductions in the value of the Company’s deferred tax assets could adversely affect the Company’s results of operations. A deferred tax asset is created by the tax effect of the differences between an asset’s book value and its tax basis. The Company assesses its deferred tax assets periodically to determine the likelihood of the Company’s ability to realize available benefits. These assessments consider the performance of the associated business and its ability to generate future taxable income. If the information available to the Company at the time of assessment indicates there is a greater than 50% chance that the Companyit will not realize the deferred tax asset benefit, the Company is required to establish a valuation allowance for the deferred tax asset and reduce its future deferred tax assets to the amount thethat Companycan believes couldbe be realized. Recording such a valuation allowance could have a material adverse effect on the Company’s results of operations or financial condition. Additionally, the deferred tax assets are determined using effective tax rates expected to apply to the Company’s taxable income in the years in which the temporary differences are expected to be recovered or settled. Accordingly, a change in statutory tax rates may result in a decrease or increase to the Company’s deferred tax assets. A decrease in the Company’s deferred tax assets could have a material adverse effect on the Company’s results of operations or financial condition.

Some of the Company’s accounting policies require the use of estimates and assumptions that affect the value of the Company’s assets and liabilities and results of operations and if actual events differ from the Company’s estimates and assumptions, the Company’s results of operations and financial condition could be materially adversely affected. Certain accounting policies require the use of estimates and assumptions that may affect the value of the Company’s assets and liabilities and results of operations. The Company has identified the accounting policies regarding the allowance for credit losses, security valuations and allowance for credit losses, valuation of goodwill, and income taxes to be critical because these policies require management to make difficult, subjective and complex judgments, estimates and assumptions about matters that are inherently uncertain. Under each of these policies, it is possible that materially different values and results of operations would be reported under different conditions, different judgments, or different estimates or assumptions. Further, as new information becomes available, the Company may make a determination to refine or change its judgments, estimates and assumptions, any of which could materially adversely affect the value of the Company’s assets and liabilities or its results of operations.

From time to time, the FASB and the SEC change applicable guidance governing the form and content of the Company’s financial statements. In addition, accounting standard setters and those who interpret GAAP, such as the FASB, SEC, and banking regulators, may change or even reverse their previous interpretations or positions on how these standards should be applied. Such changes are expected to continue,continue and may accelerate. Changes in GAAP and current interpretations are beyond the Company’s control, can be hard to predict and could materially impact how the Company reports its financial results and condition. In certain cases, the Company could be required to apply new or revised guidance retroactively or apply existing guidance differently (also retroactively), which may result in the Company restating prior period financial statements for material amounts. Additionally, significant changes to GAAP may require costly technology changes, additional training and personnel, and other expenses that could materially adversely affect the Company’s results of operations.

The need to mitigate against and react to cyber-security risks, and electronic fraud risks require significant resources, and any system failure, a cyber-security attack or electronic fraud couldwhich subjectimpacts the Company toor its third-party service providers could result in increased operating costs as well as litigation and other liabilities. The risk of electronic fraudulent activity within the financial services industry, especially in the commercial banking sector, due to cyber-attacks (crime committed through or involving the internet, such as phishing, hacking, ransomware, denial of service attacks, stealing information, unauthorized intrusions into internal systems or the systems of the Company’s third-party vendorsvendors, including through the use of rapidly evolving artificial intelligence (“AI”) technologies) continues to increase and could adversely impact the Company’s operations or damage its reputation. The Company’s information technology infrastructure and systems may be vulnerable to cyber-terrorism, computer viruses, damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, system or third-party software failures and other intentional or unintentional interference, fraud, and other unauthorized attempts to access or interfere with the systems.

Information security risks exist because of the proliferation of modern technologies, including artificial intelligence, as well as the sophistication and level of activity of perpetrators of cyber-attacks. The use of AI technologies by cybercriminals continues to be a major concern, including with respect to deep-fake technologies, which continue to improve, allowing bad actors to manipulate or fabricate visual and audio content and convincingly fake identities. Many financial institutions and service providers to financial institutions have reported significant breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, deny service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. The Company has seen attempts to gain unauthorized access to its systems and expects such attempts will continue, and may intensify, in the future. Although to dateWhile the Company has notimplemented experienceda anycomprehensive materialcybersecurity lossesstrategy relatingand program to cyber-attacksstrengthen orthe othercontrol information security breaches,environment, there can be no assurance thatthese werisk mitigation strategies will notbe suffersufficient suchto lossesprevent infuture thesignificant future.breaches or losses.

To help manage the Company’s cyber-risks, when entering a new vendor relationship, theThe Company reviewsrelies andextensively assesses the cyber-security risk ofon third-party service providers.providers for its core operations. A successful cyber-security attack on one of the Company’s third-party service providers could disrupt operations, adversely affect the Company’s business, or result in the disclosure or misuse of the Company’s confidential information, including customer confidential information. There can be no assurance that the precautions the Company takes to seek to manage cyber risk related to third-party service providers will be effective or prevent a cyber-attack that could expose the Company to significant operational costs and damages or reputational harm. Although the Company maintains an insurance policy covering these sorts of cyber risks, there can be no assurance that this policy will afford coverage for all possible losses or would be adequate to cover all financial losses, damages, and penalties, including lost revenues, should the Company experience any system failure or cyber-attack in one or more Company or third-party systems.

The Company’s risk-based technology and systems or the personnel who monitor such technology and systems may not identify and/or prevent or effectively mitigate successful cyber-attacks when they occur. Significant operational costs and damages or reputational harm may occur if the Company fails to identify and prevent or effectively mitigate, or there is a delay in identifying,identifying or mitigating, a cyber-attack on its systems or those of its third-party service providers. Any breach, damage or failure that causes an interruption in operations could have a material adverse effect on the Company’s financial condition and results of operationsoperations, dueincluding toas a result of the time and money needed to correct the issue. Computer break-ins, ransomware, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through the Company computer systems and network infrastructure, which may result in litigation or significant liability or penalties to the CompanyCompany, reputational damage, and may cause existing and potential customers to refrain from doing business with the Company. Finally, depending on the type of incident, banking regulators may impose restrictions on the Company’s business and consumer laws may require reimbursement of customer losses.

The pace of technology continues to evolve at a rapid pace and may present challenges for the Company continually encounters technological change. The failure to understand and adapt to these changeschanges. could negatively impact the Company’s business,The financial condition and results of operations. Financial services industries continually experience rapid technological change with frequent introductions of new technology-driven products and services, such as artificial intelligence,AI, including generative artificial intelligence,AI, machine learning, and similar tools and technologies that collect, aggregate, analyze or generate data or other materials or content. These new technologies may be superior to, or render obsolete, the technologies currently used in the Company’s products and services.

An effective use of technology can increase efficiency, enable financial institutions to better serve customers, and reduce costs. Additionally, as a result of the shift toward remote banking, the Company’s customers have become more reliant on, and their expectations have increased with respect to, new technology-driven products and services. In addition, technology has lowered barriers to entry and made it possible for “non-banks” to offer traditional bank products and services using innovative technological platforms such as fintech and blockchain. These “digital banks” may be able to achieve economies of scale and offer better pricing than the Company offers for banking products and services, and they may have fewer regulatory burdens than traditional banks such as the Company. However, some modern technologies needed to compete effectively result in incremental operating costs and capital investments. The Company’s future success depends in part upon its ability to continue to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in operations. Many of the Company’s competitors, because of their larger size and available capital, have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and servicesservices, including the planned 2026 core system upgrade, or be successful in marketing these products and services to its customers within the same time frame as its large competitors or within the time frame expected by its customers. Failure to successfully keep pace with technological change affecting the financial services industry could lead to loss of customers and could have a material adverse impact on the Company’s business and, in turn, its financial condition and results of operations.

The Company is subject to laws regarding the privacy, information security and protection of personal information and any violation of these laws or an incident involving personal, confidential, or proprietary information of individuals could damage the Company’s reputation and otherwise adversely affect the Company’sits results of operations and financial condition. The Company regularly collects, processes, transmits and stores confidential information regarding its customers and employees. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on the Company’s behalf. Legislation and regulation governing the privacy and protection of personal information of individuals (including customers, employees, suppliers and other third parties) have been evolving, expanding and increasing in complexity in recent years, and although the Company makes and will continue to make reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that the Company will not be subject to regulatory action or monetary penalties in the event of an incident.

For example, theThe Company is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on the ability to share nonpublicnon-public personal information about customers with nonaffiliatednon-affiliated third parties; (ii) requires that the Company provide certain disclosures to customers about its information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by usthe Company with nonaffiliatednon-affiliated third parties (with certain exceptions); and (iii) requires that the Company develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on its size and complexity, the nature and scope of its activities, and the sensitivity of customer information processed by the Company, as well as plans for responding to data security breaches. Various state and federal banking regulators and states have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Ensuring that the collection, use, transfer, and storage of personal information by the Company complies with all applicable laws and regulations can increase costs. Furthermore, the Company may not be able to ensure that all its customers, suppliers, counterparties and other third parties have appropriate controls in place to protect the confidentiality of information exchanged with them, particularly where such information is transmitted by electronic means. If personal, confidential, or proprietary information of customers or others were to be mishandled or misused, the Company could be exposed to litigation or regulatory sanctions under personal information laws and regulations. Concerns regarding the effectiveness of the Company’s measures to safeguard personal information, or even the perception that such measures are inadequate, could cause the Company to lose customers or potential customers and thereby reduce revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject the Company to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage the Company’s reputation and otherwise adversely affect the Company’s results of operations and financial condition.

The Company’s controls and procedures may be inadequate, and failure to comply with controls and procedures or related regulations could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company faces the risk that the design of its controls and procedures, including those designed to mitigate the risk of fraud by employees or outside third parties, may be inadequate or be circumvented, thereby causing delays or failures in detection of errors or inaccuracies in data and information. The Company regularly reviews and updates the Company’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, while the Company maintains a control framework designed to monitor service provider risks, including those relating to internet vulnerabilityvulnerability, fraud and operational errors of employees, the failure of a service provider to perform in accordance with the contracted arrangements could be disruptive to the Company’s operations, which could have a material adverse impact on the Company’s financial condition or results of operations, and the Company’s (or the service provider’s) business continuity plans, risk management processes and procedures or security systems may not adequately mitigate such risk.

The Company may be unable to adequately manage its liquidity risk, which could affect its ability to meet its obligations as they become due, capitalize on growth opportunities, or pay dividends on its common stock. Liquidity risk refers to managing the Company’s liquidity so that it can meet its obligations as the obligations become due, opportunistically capitalize on potential growth opportunities as they arise, or pay dividends on its common stock. The Company’s liquidity arises from its ability to generate sufficient cash, liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is required to fund various obligations, including credit commitments to borrowers, mortgage and other loan originations, withdrawals by depositors, repayment of borrowings, dividends to shareholders, operating expenses and capital expenditures. The Company’s liquidity is derived primarily from funding obtained from the FHLB of Boston; retail core deposit growth and retention; principal and interest payments on loans; principal and interest payments on investment securities the Company issues; sale, maturity and prepayment of investment securities the Company holds; net cash provided from operations; and access to other funding sources. Any substantial, unexpected or prolonged changes in the level or cost of liquidity could have a material adverse effect on the Company’s business. Factors that could detrimentally impact the Company’s access to liquidity sources include a decrease in the level of business activity as a result of a downturn in the markets in which the Company’s loans are concentrated or an adverse regulatory action against the Company. The Company’s ability to borrow could also be impaired by factors that are not specific to the Company, such as a disruption in the financial markets or negative views and expectations about prospects for banks of the Company’s size or the financial services industry generally.

All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts in prior year financial statements have been reclassified to conform to the current year’s presentation, including a reclassification of the following:Company’s small business portfolio, with the majority of the portfolio reclassified into the commercial and industrial category, and the remainder of the portfolio, consisting of loans secured by non-owner occupied real estate, reclassified to the commercial real estate category.

Management evaluates the Company’s operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others. These metrics are used by management to make key decisions regarding the Company’s balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying opportunities for improving the Company’s financial position or operating results. The Company focusesis focused on organic growth, but will also consider growth through acquisition. Any potential acquisition opportunities that are evaluated for the potentialexpected to provide a satisfactory financial returnreturn, asincluding wellthe asrecent other criteria (easeacquisition of integration,Enterprise, synergies,which geographicalclosed location).on July 1, 2025. The transaction included the acquisition of $3.9 billion in loans and $4.4 billion in deposits, each at fair value, and resulted in the addition of twenty-seven branch locations in northern Massachusetts and southern New Hampshire.

Net income for the year ended December 31, 20242025 was $192.1$205.1 million, or $4.52$4.44 on a diluted earnings per share basis, as compared to $239.5$192.1 million, or $5.42,$4.52, on a diluted earnings per share basis for the year ended December 31, 2023,2024, representing decreasesincreases of 19.8%6.8% and 16.6%,a decrease of 1.8%, respectively. Financial results for 2025 and 2024 also reflected pre-tax merger-related costs of $1.9$39.6 million associatedand witha $34.5 million provision for credit losses on non-PCD loans attributable to the Company’s pending acquisitionclosing of Enterprise.the Enterprise acquisition. Excluding these merger-related costsexpenses and theprovision for credit losses on non-PCD loans, and their related tax effects, full year 2025 operating net income was $260.4 million, or $5.64, on a diluted earnings per share basis compared to full year 2024 operating net income wasof $193.4 million, or $4.55, on a diluted earnings per share basis. No such adjustments were included in the Company’s full year 2023 results. See “Non-GAAP Measures” below for a reconciliation of non-GAAP measures.

•Net interest margin compressionincrease of 2629 basis points to 3.57% as compared to the full year 20232024;

•Strong fee income; with wealthWealth assets under administration surpassingincreased theto $7.0$9.2 billion mark;

•Focused expense management; and

•Strong capital levels, with tangibleTangible book value growthper share of $2.83$47.55, grew by $0.59 for the year.year; and

The results depicted in the following table reflect the trend of the Company’s interest-earning assets over the past five yearsyears. andThe reflectCompany employs a longer term overall strategy that typically emphasizes loan growth commensurate with overall economic growth. Compared toFor the prioryear-ended year,2025, the compositionincrease ofin interest-earning assets atwas December 31, 2024driven primarily reflectsthe growthEnterprise acquisition, which included the addition of $3.9 billion in the residential real estateloans and commercial$590.3 loanmillion portfolios,in asavailable wellfor assale decreased securities balances reflecting paydowns, calls and maturities.securities. The following table summarizes the Company’s averageperiod end interest-earning assets for each year presented:

The Company’s overall sources of funding reflect strong business and retail deposit growth with a management emphasis on core deposit growth to fund loans. InThe conjunctionincrease within depositfunding growth,sources totalduring borrowings2025 decreasedwere driven primarily by $517.0the millionaddition atof December$4.4 31, 2024 as compared to December 31, 2023, driven by a reductionbillion in Federaldeposits Homeacquired Loanfrom Bank borrowings, along with the full redemption of $50.0 million in subordinated debenturesEnterprise during the firstthird quarter of 2024. For further details surrounding the Company’s liquidity risks and related strategy, see “Risk Management – Liquidity Risk” section below within Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Report.2025. The following chart shows the period end balances of the Company’s funding sources for each of the trailing five years:

NoninterestNon-interest Income

NoninterestNon-interest income is primarily comprised of deposit account fees, interchange and ATM fees, investment management fees and mortgage banking income. The increases in non-interest income during 2025 were driven primarily by the impact of the Enterprise acquisition. The following chart shows the components of noninterestnon-interest income over the past five years:

Management seeks to take a balanced approach to noninterestnon-interest expense control by monitoring ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives. The Company’s primary expenses arise from Rockland Trust’s employee salaries and benefits, as well as expenses associated with buildings and equipment.

The following chart depicts the Company’s efficiency ratio on a GAAP basis (calculated by dividing noninterestnon-interest expense by the sum of noninterestnon-interest income and net interest income), as well as the Company’s efficiency ratio on a non-GAAP operating basis, (calculated by dividing noninterestnon-interest expense, excluding certain noncorenon-core items, by the sum of noninterestnon-interest income, excluding certain noncorenon-core items, and net interest income), over the past five years:

The Company’s approach with respect to revenue and expense is designed to promote long-term earnings growth, which in turn contributes to capital growth. Capital balancesis during 2024 wereprimarily impacted primarily by earnings retention, dividends, changes in other comprehensive income, and opportunistic share repurchases. In addition, during 2025 capital results were impacted by the closing of the Enterprise acquisition. The following chart shows the Company’s book value and tangible book value per share over the past five years:

Cash dividends declared by the Company increased from an aggregate of $2.20 per share in 2023 to $2.28 per share in 2024,2024 to $2.36 per share in 2025, representing an increase of 3.6%.3.5%. DuringAdditionally, theduring first quarter of 2024,2025, the Company repurchased 532,266approximately 936,000 shares of its common stock for $31.0$62.4 million at an average price per share of $58.22, marking the completion of a $100 million buyback program announced in October 2023.million.

When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and noninterestnon-interest or fee income, reduced by operating expenses, the provision for credit losses, and the impact of income taxes and other noncorenon-core items shown in the table that follows. There are items that impact the Company’s results that management believes are unrelated to its core banking business such as gains or losses on the sales of securities, merger and acquisition expenses, provision for credit losses on acquired portfolios, loss on extinguishment of debt, impairment and other items. Management, therefore, excludes items management considers to be noncorenon-core when computing the Company’s non-GAAP operating earnings and operating EPS, noninterestnon-interest income on an operating basisbasis, non-interest expense on an operating basis, and efficiency ratio on an operating basis. Management believes excluding these items facilitates greater visibility into the Company’s core banking business and underlying trends that may, to some extent, be obscured by inclusion of such items.

Management also supplements its evaluation of financial performance with an analysis of tangible book value per share (which is computed by dividing stockholders’ equity less goodwill and identifiable intangible assets, or “tangible common equity,” by common shares outstanding) and with, the Company’s tangible common equity ratio (which is computed by dividing tangible common equity by “tangible assets,” defined as total assets less goodwill and other intangibles), and return on average tangible common equity (which areis non-GAAPcomputed measures.by dividing net income by average tangible common equity). The Company has included information on thesetangible book value per share, the tangible ratioscommon equity ratio and return on average tangible common equity because management believes that investors may find it useful to have access to the same analytical tools used by managementmanagement. toAs assessa performanceresult of merger and identifyacquisition trends.activity, Thethe Company has recognized goodwill and other intangible assets in conjunction with mergerbusiness andcombination acquisitionaccounting activities.principles. Excluding the impact of goodwill and other intangibles in measuring asset and capital values for the ratios provided, along with other bank standard capital ratios, facilitatesprovides comparisona offramework to compare the capital adequacy of the Company to other companies in the financial services industry.

These non-GAAP measures should not be viewed as a substitute for operating results and other financial resultsmeasures determined in accordance with GAAP. An item which management deems to be noncore and excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular period.quarter or year. The Company’s non-GAAP performance measuresmeasures, including operating net income, operating EPS, operating return on average assets, operating return on average common equity, adjusted margin, tangible book value per share and the tangible common equity ratio, are not necessarily comparable to similarly named non-GAAP performance measures which may be presented by other companies.

The following table summarizes the impact of noncorenon-core items on net income and reconciles non-GAAP net operating earnings to net income available to common shareholders for the periods indicated:

(1)The net tax benefit associated with noncorenon-core items is determined by assessing whether each noncorenon-core item is included or excluded from net taxable income and applying the Company’s combined marginal tax rate only to those items included in net taxable income.

The following table summarizes the impact of noncorenon-core items with respect to the Company’s total revenue, noninterestnon-interest income as a percentage of total revenue, and the efficiency ratio for the periods indicated:

Securities Portfolio The Company’s securities portfolio primarily consists of U.S. Treasury, U.S. government agency securities, agency mortgage-backed securities, agency collateralized mortgage obligations, taxable and non-taxable municipal securities and small business administration pooled securities. Also included in the Company’s securities portfolio are trading and equity securities related to certain employee benefit programs. The majority of these securities are investment grade debt obligations with average lives of five years or less. U.S. government agency securities entail a lesser degree of risk than loans made by the Bank by virtue of the guarantees that back them, require less capital under risk-based capital rules than noninsurednon-insured or nonguaranteednon-guaranteed mortgage loans, are more liquid than individual mortgage loans, and may be used to collateralize borrowings or other obligations of the Bank. The Bank views its securities portfolio as a source of income and liquidity. Interest and principal payments generated from securities provide a source of liquidity to fund loans and meet short-term cash needs.

Total securities decreasedincreased by $219.5$598.2 million, or 7.5%,22.1%, at December 31, 20242025 as compared to December 31, 2023,2024, asprimarily attributable to the acquisition of the Enterprise available for sale securities portfolio. During the twelve months ended December 31, 2025, new purchases of $130.4$426.2 million and $22.6$55.4 million in unrealized gains related toin the available for sale portfolio were offset by sales, maturities, calls, paydowns, and maturities.paydowns in the combined available for sale and held to maturity portfolios. The ratio of securities to total assets decreased to 13.3% at December 31, 2025 as compared to 14.0% at December 31, 2024 as compared to 15.1% at December 31, 2023.2024. The Company estimates expected credit losses for its available for sale and held to maturity securities in accordance with the CECL methodology, as described in Note 1, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

The Company experienced a lower volume of residential real estate loan sales forfluctuate thebased yearson endedcustomer Decemberdemands, 31,which 2024is and 2023, as compared to 2022,often driven primarily by reduced customer demand in the higher interest rate environment. The following table shows the total residential loans that were closed and whether the amounts were held in the portfolio or sold (or held for sale) in the secondary market for the periods indicated:

Loan Portfolio The Company’s total loan portfolio at December 31, 20242025 increased by$4.0 $230.3 million,billion, or 1.6%,27.5%, when compared to December 31, 2023.2024, Totalprimarily due to the Enterprise acquisition. On the commercial loans increased by $145.2 million, or 1.4%, fueled primarily byside, the commercial and industrial portfolio, whichportfolio increased organically by $121.89.1% million,but orwas 4.2%,offset alongby witha steady growthdecline in the small business portfolio, which increased by $29.8 million, or 11.8%, during the period, while the combined commercial real estate and commercial construction portfoliosportfolios. remainedOrganically, relatively flat. The totalthe consumer real estate portfolio increased $85.1by million,1.2%, ordriven 2.4%, reflecting solidby growth in bothwithin the home equity and residential real estate portfolios, which increased by $42.5 million, or 3.9%, and $35.8 million, or 1.5%, respectively.portfolio.

Asset Quality The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, nonperformingnon-performing and/or put on nonaccrualnon-accrual status. Further details surrounding relevant asset quality categories are summarized below:

Delinquency The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due date). Reminder notices may be sent and telephone calls may be made prior to the expiration of the grace period. If the delinquent status is not resolved within a reasonable time frame following the mailing of a delinquency notice, the Bank’s personnel charged with managing its loan portfolios contacts the borrower to ascertain the reasons for delinquency and the prospects for payment. Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position. A late charge is usually assessed on loans upon expiration of the grace period.period as permitted by loan agreements.

NonaccrualNon-accrual Loans As a general rule, loans 90 days or more past due with respect to principal or interest are classified as nonaccrualnon-accrual loans.loans, or sooner if management considers such action to be prudent. However, certain loans that are 90 days or more past due may be kept on an accruing status if the loans are well secured and in the process of collection. Income accruals are suspended on all nonaccrualnon-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan remains on nonaccrualnon-accrual status until it becomes current with respect to principal and interest and remains current for a minimum period of six months, the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.

Loan Modifications In the course of resolving problem loans, the Company may choose to modify the contractual terms of certain loans. The Company attempts to work out an alternative payment schedule with the borrower in order to avoid or cure a default. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and may include adjustments to term extensions, interest rates, and accommodations for other than insignificant payment delays and/or a combination thereof. These actions are intended to minimize economic loss and avoid foreclosure or repossession of collateral. If such efforts by the BankCompany do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the BankCompany may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan. All loan modifications are reviewed by the Company to identify if a borrower is deemed to be experiencing financial difficulty at time of the modification.

NonperformingNon-performing Assets NonperformingNon-performing assets are typically comprised of nonperformingnon-performing loans and other real estate owned (“OREO”). NonperformingNon-performing loans consist of nonaccrualnon-accrual loans and loans that are 90 days or more past due but still accruing interest.

OREO consists of real estate properties, which have primarily served as collateral to secure loans, that are controlled or owned by the Bank. These properties are recorded at fair value less estimated costs to sell at the date control is established, resulting in a new cost basis. The amount by which the recorded investment in the loan exceeds the fair value (net of estimated costs to sell) of the foreclosed asset is charged to the allowance for credit losses. Subsequent declines in the fair value of the foreclosed asset below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the fair value are recorded as reductions in the valuation allowance, but not below zero. All costs incurred thereafter in maintaining the property are generally charged to noninterestnon-interest expense. In the event the real estate is utilized as a rental property, net rental income and expenses are recorded as incurred within noninterestnon-interest expense.

The following table sets forth information regarding nonperformingnon-performing assets held by the Bank at the dates indicated:

Table 1011 - NonperformingNon-performing Assets

The following table summarizes the changes in nonperformingnon-performing assets for the periods indicated:

Table 1112 - Activity in NonperformingNon-performing Assets

In accordance with its Allowance for Credit Losses Program, the Company uses the Current Expected Credit Losses (or “CECL”) model methodology to estimate credit losses for financial assets on a collective basis for loans sharing similar risk characteristics using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. The model estimates expected credit losses using loan level data over the contractual life of the exposure, which is adjusted for estimated prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period of one12 year,months, beyond which is a reversion to the Company’s historical long-run average over a period of six months. The Company’s qualitative assessment is structured based upon nine qualitative risk factors impacting the expected risk of loss within the loan portfolio, with an additional factor designed to capture model imprecision. Loans that do not share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting. For the loans that will be individually assessed, the Company uses either a discounted cash flow approach or a fair value of collateral approach. The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable.

Management’s allowance for credit loss estimate incorporates an economic forecast over a reasonable and supportable period of 12 months. As of December 31, 2024,2025, management utilized the Moody’s Baseline forecast to estimate the effect of anticipated current and future economic conditions on the Company’s allowance for credit losses. This scenario selected by management assumes that general economic conditions will reflect a slight increase in momentum in the near term, that monetary policy will be impacted by a gradual reduction in Federal Reserve will make two 25 basis point cuts to the policy rate in 2025rates, and gradually reduce rates to a neutral level of 3% by late 2026, that progress toward inflation normalization will be slowed as a result of expectedchanges fiscal,in tariffinternational andtrade immigration policies implemented by the new U.S. presidential administration, and that the 10-year treasury yield will remain elevated near 4% through 2025 and will only gradually decline by the end of the decade.policies. Additionally, the allowance for credit losses is qualitatively adjusted on a quarterly basis in order to ensure coverage for relationships that are deemed to be more at risk within certain industries, specific collateral types, or other specific characteristics that may be highly impacted by the current economic environment.

(1) Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances and the associated net charge-offs.

For purposes of the allowance for credit losses, management segregates the portfolio based upon loans sharing similar risk characteristics. The allocation of the allowance for credit losses is made to each loan category using the analytical techniques and estimation methods described in this Report. While these amounts represent management’s best estimate of credit losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of such actual losses that may be recognized within each category. Each of these loan categories possess unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. The total allowance is available to absorb losses from any segment of the loan portfolio.

To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of the Bank’s collateral, and the strength of co-makers or guarantors, if applicable.guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for credit losses and any recoveries of such previously charged-off amounts are credited to the allowance.

•adverse changes or volatility in the local real estate market, including limitations on rent growth, increases in operating expenses, reductions in property cash flows, reductions in collateral values, and decreased investor demand, which may be exacerbated by legislative or regulatory actions such as rent control or tenant protection laws, including a pending ballot initiative which would establish rent control for all residential properties in Massachusetts, subject to limited exceptionslaws;

•operational risks related to the Company and its customers’ reliance on information technology; cyber threats, attacks, intrusions, and fraud; and outages or other issues impacting the Company or its third party service providers which could lead to interruptions or disruptions of the Company’s operating systems, including systems that are customer facing, and adversely impact the Company’s business; including the Company’s ability to successfully complete and integrate its core system conversion and to do so within the anticipated timeframe, including its reliance on third-party providers in connection with that conversion, as well as its ability to effectively manage any related operational disruptions, customer impacts, data conversion issues, or related internal control issues;

(1) Represents a non-GAAP measure. For reconciliation to the comparable GAAP bookfinancial value per share,measures, see Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Level Overview - Non-GAAP Measures” below.

•LoanTotal balancesloans decreasedat byJune $78.330, million2026 fromwere $18.4 billion and reflect decreases of $31.2 million, or 0.2% and $109.5 million, or 0.6%, when compared to March 31, 2026, and December 31, 2025, withrespectively. Loan balances reflect strong growth in core commercial and industrial growthand home equity portfolios, offset by runoff in the commercial andreal residentialestate portfolios.portfolio.

•DuringWealth theassets firstunder quarter of 2026, the Company’s non-performing loansadministration increased to $96.6$9.5 millionbillion asat June 30, 2026 compared to $83.6$9.2 millionbillion at December 31, 2025.

There have been no material changes in critical accounting estimates during the first threesix months of 2026. Refer to “Critical Accounting Estimates” in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K for a complete listing of critical accounting policies.

Total securities increased by $62.4$3.1 million, or 1.9%, to $3.4 billion at March 31, 2026 compared0.1%, to $3.3 billion at DecemberJune 31,30, 2025,2026, driven byas new purchases of $168.4$238.1 million in the available for sale portfolio which were partially offset by maturities, calls, and paydowns in the combined available for sale and held to maturity portfolios.portfolios, as well as unrealized losses of $23.4 million recognized on available for sale securities. Total securities represented 13.6% and 13.3% of total assets at Marchboth 31,June 30, 2026 and December 31, 2025, respectively.2025. The Company estimates expected credit losses for its available for sale and held to maturity securities in accordance with the current expected credit loss (“CECL”) methodology. Further details regarding the Company's measurement of expected credit losses on securities can be found in Note 3 “Securities” within the Notes to Consolidated Financial Statements included in Part I. Item 1 of this Report.

Residential Mortgage Loan Sales The Bank’s residential mortgage loans are generally originated in compliance with terms, conditions and documentation which permit the sale of such loans to investors in the secondary market. Loan sales in the secondary market provide funds for additional lending and other banking activities. Depending on market conditions, the Bank may sell the servicing of the sold loans for a servicing released premium, simultaneous with the sale of the loan. For the remainder of the sold loans for which the Company retains the servicing, a mortgage servicing asset is recognized. Additionally, as part of its asset/liability management strategy, the Bank may opt to retain certain residential real estate loan originations for its portfolio. When a loan is sold, the Company enters into agreements that contain representations and warranties about the characteristics of the loans sold and their origination. The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are found to be not accurate in all material respects. The Company incurred no losses related to residential mortgage repurchases during the three and six months ended MarchJune 31,30, 2026 and 2025.

The volume of residential real estate loan sales fluctuatefluctuates based on customer demands, which is often driven by the interest rate environment. The following table shows the total residential real estate loans closed and the breakdown of amounts held in portfolio or sold (or held for sale) in the secondary market during the periods indicated:

In the event of a sale with servicing rights retained, a mortgage servicing asset is established, which represents the then current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets in the Consolidated Balance Sheets, are amortized in proportion to and over the period of estimated net servicing income, and are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying the rights based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the capitalized amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. The principal balance of loans serviced by the Bank on behalf of investors was $260.9$258.0 million, $266.0 million and $275.8$271.2 million at MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025, respectively.

Loan Portfolio The Company’s total loan portfolio at MarchJune 31,30, 2026 decreased $78.3$109.5 million, or 0.4%,0.6%, when compared to December 31, 2025, driven primarily by a decrease in the combined commercial real estate and construction portfolio of $89.6$266.1 million, or 0.9%,2.8%, due to elevated payoffs and amortization of balances, including a reduction of $55.9$77.5 million in the Company’s office portfolio. This decrease was partially offset by growth in the commercial and industrial portfolio of $39.7$119.0 million, or 0.9%2.6% (3.5%5.20% annualized), despite runoff of $38.7$75.5 million attributable to the Company’s strategic exit from the dealer finance business.

The total consumer portfolio decreasedincreased $28.3$37.6 million, or 0.7%,0.89%, primarily attributable to a decline in the residential real estate portfolio of $31.3 million, or 1.1%, reflecting seasonally lower volume. This decrease was partially offsetfueled by asolid modest increasedemand in the home equity portfolioportfolio, ofwhich $10.1grew by $45.1 million, or 0.8%3.5% (3.2%7.0% annualized).

The following pie chart shows the diversification of the commercial real estate loan portfolio as of MarchJune 31,30, 2026:

The following pie chart shows the diversification of the commercial and industrial portfolio as of MarchJune 31,30, 2026:

The Company’s consumer portfolio primarily consists of both fixed-rate and adjustable-rate residential real estate loans as well as residential construction lending related to single-home residential development within the Company’s market area. The Company also provides home equity loans and lines of credit that may be made as a fixed-rate term loan or under a variable rate revolving line of credit secured by a first or junior mortgage on the borrower’s residence or second home. Additionally, the Company makes loans for other personal needs. Other consumer loans primarily consist of investment management secured lines of credit, installment loans and overdraft protections. The residential real estate, home equity and other consumer portfolios totaled $4.2$4.3 billion at MarchJune 31,30, 2026, as noted below:

Management’s allowance for credit loss estimate incorporates an economic forecast over a reasonable and supportable period of 12 months. As of MarchJune 31,30, 2026, management utilized the Moody’s S6Baseline forecast to estimate the effect of anticipated current and future economic conditions on the Company’s allowance for credit losses. This scenario selected by management assumes, among other things, aelevated temporarylevels butof significantinflation increasecaused inby the Iran war, oil pricesprice relatedshock, tariffs, and migration policy headwinds, leading to the ongoing conflict in Iran, which in turn may lead to higher inflation, reduced economic growth, and greatercontinued uncertainty surrounding monetary policy changes implemented by the Federal Reserve. Additionally, the allowance for credit losses is qualitatively adjusted on a quarterly basis in order to ensure coverage for relationships that are deemed to be more at risk within certain industries, specific collateral types, or other specific characteristics that may be highly impacted by the current economic environment.

The allowance for credit losses of $190.6$195.9 million at MarchJune 31,30, 2026 represents an increase of $683,000,$6.0 million, or 0.4%,3.2%, compared to December 31, 2025, driven by provision for credit losses of $5.5$11.8 million, partially offset by net charge-offs of $4.8$5.7 million.

Net charge-offs were $4.8$911,000 and $5.7 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to $40.9$6.5 million and $47.4 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The elevated charge-off activity in the prior year was primarily attributable to three isolated classified commercial loans.

Federal Home Loan Bank Stock The Federal Home Loan Bank (“FHLB”) is a cooperative that provides services to its member banking institutions. The primary reason for the FHLB of Boston membership is to gain access to a reliable source of wholesale funding as a tool to manage liquidity and interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. The Company either purchases additional FHLB stock or is subject to redemption of FHLB stock proportional to the volume of funding received. The Company views the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return. The Company’s investments in FHLB of Boston stock decreased to $17.8$13.6 million at MarchJune 31,30, 2026 from $21.8 million at December 31, 2025 in conjunction with net paydowns of FHLB term borrowings during the first quarterhalf of 2026.

Goodwill and Other Intangible Assets Goodwill and other intangible assets were $1.2 billion at both MarchJune 31,30, 2026 and December 31, 2025.

The Company typically performs its annual goodwill impairment testing during the third quarter of the year, unless certain indicators suggest earlier testing to be warranted. Accordingly, the Company performed its annual goodwill impairment testing during the third quarter of 2025 and determined that the Company’s goodwill was not impaired as of August 31, 2025. Other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no other events or changes during the firstsecond quarter of 2026 that indicated impairment of goodwill and other intangible assets.

Cash Surrender Value of Life Insurance Policies The Bank holds life insurance policies for the purpose of offsetting its future obligations to its employees under its retirement and benefits plans. The cash surrender value of life insurance policies was $380.4$381.2 million at MarchJune 31,30, 2026 compared to $378.6 million at December 31, 2025.

The Company recorded tax exempt income from life insurance policies of $2.7$2.6 million and $2.1$2.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $5.3 million and $4.1 million for the six months ended June 30, 2026 and 2025, respectively. The Company recorded $346,000 in gains on life insurance benefits for the three months ended March 31, 2026 and no such gains were recorded for the three months ended March 31, 2025.

Deposits As of MarchJune 31,30, 2026, total deposits were $20.1$20.4 billion, representing aan decreaseincrease of $29.3$265.3 million, or 0.1%,1.3%, from December 31, 2025, driven primarily by seasonal outflows in business operating accounts.2025. Total non-interest bearing demand deposits comprised 28.0% of total deposits at MarchJune 31,30, 2026, as compared with 27.8% at December 31, 2025. The total cost of deposits was 1.36% and 1.56%1.54% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 1.36% and 1.55% for the six months ended June 30, 2026 and 2025, respectively.

The Company’s deposits are comprised primarily of core deposits (demand, savings and money market), as well as time deposits. The Company’s ratio of core deposits, inclusive of reciprocal money market deposits, to total deposits represented 83.8%84.1% of total deposits at MarchJune 31,30, 2026, compared to 83.7% of total deposits at December 31, 2025. In addition, the Company may also utilize brokered deposit sources, as needed, with balances of $60.0 million and $6.0 million outstanding at bothJune March 31,30, 2026 and December 31, 2025.2025, respectively.

The Company’s deposit accounts are insured to the maximum extent permitted by the Deposit Insurance Fund which is administered by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC offers insurance coverage on deposits up to the federally insured limit of $250,000. The Company participates in the IntraFi Network, allowing it to provide easy access to multi-million dollar FDIC deposit insurance protection on certificate of deposit and money market investments for consumers, businesses and public entities. This channel allows the Company to access a reciprocal deposit exchange that can be used to benefit customers seeking increased FDIC insurance protection, and amounted to $2.1$2.0 billion and $2.2 billion at MarchJune 31,30, 2026 and December 31, 2025. The estimated balances of uninsured deposits at the Bank were $6.9 billion and $6.5 billion at bothJune March 31,30, 2026 and December 31, 2025.2025, respectively. Included in these amounts were $971.4$1.1 millionbillion and $932.0 million of collateralized deposits at MarchJune 31,30, 2026 and December 31, 2025, respectively, which offer additional protection.

Borrowings The Company’s borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity. Borrowings were $776.3$701.5 million at MarchJune 31,30, 2026, representing a decrease of $49.6$124.4 million, or 6.0%,15.1%, as compared to December 31, 2025, reflecting approximately $100$200 million in net paydowns on FHLB borrowings, partially offset by $50$75.0 million advanced on a working capital line of credit during the first quarterhalf of 2026.

The Company had $13.3$13.4 billion and $12.9 billion of assets pledged as collateral against borrowings at MarchJune 31,30, 2026 and December 31, 2025, respectively. These assets are primarily pledged to the FHLB of Boston and the Federal Reserve Bank of Boston.

Capital Resources On MarchJune 19,18, 2026 the Company’s Board of Directors declared a cash dividend of $0.64 per share to shareholders of record as of the close of business on MarchJune 30,29, 2026. This dividend was paid on AprilJuly 9, 2026.

At MarchJune 31,30, 2026 and December 31, 2025, the Company and the Bank exceeded the minimum requirements for all applicable ratios that were in effect during the respective periods. The Company’s and the Bank’s capital amounts and ratios are presented in the following table, along with the applicable minimum requirements as of each date indicated:

In addition to the minimum risk-based capital requirements outlined in the table above, the Company is required to maintain a minimum capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer is 2.5%. At MarchJune 31,30, 2026, the Company’s capital levels exceeded the buffer.

Dividend Restrictions The Company is subject to capital and dividend requirements administered by federal and state bank regulators, and the Company will not declare a cash dividend that would cause the Company to violate regulatory requirements. The Company is, in the ordinary course of business, dependent upon the receipt of cash dividends from the Bank to pay cash dividends to shareholders and satisfy the Company’s other cash needs. Federal and state law impose limits on capital distributions by the Bank. Massachusetts-chartered banks, such as the Bank, may declare from net profits cash dividends not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited, or paid if the Bank’s capital stock would be impaired. Massachusetts Bank Commissioner approval is required if the total of all dividends declared by the Bank in any calendar year would exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock. Dividends paid by the Bank to the Company totaled $62.4$81.8 million and $36.1$51.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and totaled $144.2 million and $87.6 million for the six months ended June 30, 2026 and 2025, respectively.

Accounts maintained by the Investment Management Group consist of managed and non-managed accounts. Managed accounts are those for which the Bank is responsible for administration and investment management and/or investment advice, while non-managed accounts are those for which the Bank acts solely as a custodian or directed trustee. The Bank receives fees dependent upon the level and type of service(s) provided. The Investment Management Group generated gross fee revenues of $12.8$13.6 million and $10.0$10.3 million for the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively and $26.4 million and $20.4 million for the six months ended June 30, 2026 and 2025, respectively. Total assets under administration at bothJune March 31,30, 2026 and December 31, 2025 were $9.5 billion and $9.2 billion, respectively, which included $444.8$451.4 million and $444.3 million, respectively, of investment solutions designed by Rockland Trust that are administered and executed through its agreement with LPL Financial (“LPL”). The Company also has a subsidiary that is a registered investment advisor, Bright Rock Capital Management, LLC (“Bright Rock”), which provides institutional quality investment management services to both institutional and high net worth clients. Total assets under administration as of MarchJune 31,30, 2026 and December 31, 2025 includeincluded $510.2$521.3 million and $520.5 million, respectively, related to Bright Rock.

The Bank has an agreement with LPL and its affiliates and their insurance subsidiary, LPL Insurance Associates, Inc., to offer the sale of mutual fund shares, unit investment trust shares, general securities, fixed and variable annuities and life insurance. Registered representatives who are both employed by the Bank and licensed and contracted with LPL are onsite to offer these products to the Bank’s customer base. These same agents are also approved and appointed with various other broker general agents for the purposes of processing insurance solutions for clients. Retail investments and insurance revenue was $1.3$1.4 million and $1.2$1.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $2.7 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively.

On a fully tax equivalent basis (“FTE”), net interest income for the firstsecond quarter of 2026 was $213.9$212.4 million, representing an increase of $67.3$63.7 million, or 45.9%,42.9%, when compared to the firstsecond quarter of 2025. TheFor firstthe quartersix 2026months increaseended inJune 30, 2026, the net interest income on a FTE basis was $426.3 million, representing an increase of $131.0 million, or 44.4%, when compared to the six months ended June 30, 2025. The increases in 2026 net interest income were primarily attributable to increased average interest earning assets obtained from the July 2025 acquisition of Enterprise, as well aas higher yields on interest earning assets, which were positively impacted by the accretion of purchase accounting marks from the Enterprise acquisition, and decreased funding costs. These factors resulted in a net interest margin of 3.90%3.85% and 3.88% for the three and six months ended MarchJune 31,30, 2026, respectively, representing an increaseincreases of 48 basis points for the three and six month periods, respectively, compared to the same prior year period.periods.

The following tables present the Company’s average balances, net interest income, interest rate spread, and net interest margin for the three and six months ended MarchJune 31,30, 2026 and 2025. Non-taxable income from loans and securities is presented on a FTE basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing income tax rate that would have been paid if the income had been fully taxable.