INDB · Read the filing

ITEM 1A. RISK FACTORS

An investment in the Company’s securities is subject to risks inherent in its business. The material risks and uncertainties that management believes affect the Company are described below. Additional risks and uncertainties that management is not aware of or that management currently deems immaterial may also impact the Company’s business operations. If any of the events described in the risk factors occur, the Company’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company’s securities could decline significantly, which would impact the value of your investment in the Company’s stock.

External and Market-Related Risks

Changes in global, national or local economic conditions, including those in the states of Massachusetts and New Hampshire, may pose significant challenges for the Company and could adversely affect its financial condition and results of operations. The Company’s business is impacted by factors outside of its control as economic growth may slow down and the global, national or local economies may experience downturns, including recessionary periods. Market disruption, including potential disruption resulting from inflation, tariffs and global supply chain interruptions, government and central bank policy actions, changes in investor expectations regarding compensation for market risk, credit risk and liquidity risk and changing economic data could impact both the volatility and magnitude of the directional movements of interest rates and negatively impact the Company’s business. Additionally, potential sovereign debt defaults or actions taken by the U.S. government to avoid exceeding the debt ceiling may severely impact global and domestic economies and may lead to significantly tighter liquidity and impact the availability of credit. Additionally, as described further below, changes in market interest rates can have a material adverse effect on the Company’s profitability.

Substantially all of the loans the Company originates are secured by properties located in, or are made to businesses that operate in, Massachusetts and the broader New England area. Because of the current concentration of the Company’s loan origination activities in its geographic footprint, in the event of adverse economic conditions impacting the region (including, but not limited to, increased unemployment, downward pressure on the value of residential or commercial real estate, or political or business developments that may affect the ability of property owners and businesses to make payments of principal and interest on the underlying loans in the Bank’s geographic footprint), the Company would likely experience higher rates of loss and delinquency on its loans than if its loan portfolio were more geographically diversified, which could have an adverse effect on the Company’s results of operations or financial condition.

Although inflation has slowed from the levels experienced in recent years, possible inflationary pressures and any increases in market interest rates could cause the value of investment securities, particularly those with longer maturities, to

decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services the Company uses in business operations, such as electricity and other utilities, which increases the Company’s non-interest expenses. Furthermore, the Company’s customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their deposits and/or ability to repay their loans or other obligations increasing the Company’s credit risk. The Company is currently operating in an environment in which the Federal Reserve has shifted toward reducing interest rates, having implemented modest interest rate cuts in the fourth quarter of 2025. However, the inflationary outlook in the United States is currently uncertain. If inflationary pressures do not sufficiently subside, sustained higher interest rates by the Federal Reserve may be needed to tame persistent inflationary price pressures, which could push down asset prices and weaken economic activity.

Negative developments in the banking industry could adversely affect the Company’s financial conditions and results of operations. Certain events impacting the financial services industry, including the bank failures of 2023, have in the past had, and may in the future have, an adverse impact on the market price and volatility of the Company’s common stock. Moreover, these events have resulted in, and may continue to result in, decreased confidence in banks among certain depositors, as well as increased regulatory scrutiny and expectations, and could lead to further changes to laws or regulations applicable to the Company, which could have a material adverse impact on the Company’s business and result in increased costs necessary to comply with any such changes. Any further negative developments in the financial services industry may result in decreased confidence in banks among depositors, investors and other counterparties, as well as competition for deposits and significant disruption, volatility and depressed valuations of equity and other securities of banks in the capital markets.

Changes in debt and equity markets or economic downturns could affect the level of assets under administration and the demand for other fee-based services. Economic downturns could affect the volume of income earned from and demand for fee-based services. Revenues from the investment management business depend in large part on the level of assets under administration. Market volatility that results in customers liquidating investments, as well as lower asset values, can reduce the level of assets under administration and decrease the Company’s investment management revenues, which could materially adversely affect the Company’s results of operations.

The soundness of other financial institutions could adversely affect the Company’s liquidity and operations. The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. The Company has exposure to many different counterparties, and routinely executes transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, government sponsored entities, investment banks, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. Credit risk may be exacerbated when the collateral held by the Company cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due the Company. There is no assurance that any such losses would not materially and adversely affect the Company’s results of operations.

Risks Related to Changes in Interest Rates

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. 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. Changes 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.

Risks Related to the Company’s Lending Activities

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 enforceability 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 the 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 asset quality and the profitability of loans secured by real property including potentially increasing the number of defaults and loan 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 real estate downturn 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 or 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, 2025, 77.2% of the Company’s loan portfolio consisted of commercial loans. The Company’s commercial loan portfolio is comprised of commercial and industrial loans, commercial real estate loans, commercial construction loans, which 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 have resulted 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 default, 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 is subject to environmental liability risk associated with lending activities which could have a material adverse effect on its financial condition and results of operations. A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expenses and may materially reduce the affected property’s value or limit the Company’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Environmental reviews conducted prior to originating certain commercial real estate loans, as well as before initiating any foreclosure action on real property, as required by Company policies and procedures, may not detect all

potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company’s financial condition or results of operations.

Risks Related to Legal, Regulatory and Policy Matters

The Company operates in a highly regulated environment and may be adversely impacted by changes in industry practices, laws, regulations, and accounting standards. Any changes in industry practices, laws, regulations or accounting standards, failure by the Company to comply with any such changes, or any changes 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 legislature, 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, 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 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. Any 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. TheCRA, 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, are responsible for enforcing these laws and regulations. A successful challenge to an institution’s performance under the CRA and 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. For example, the Tax Cuts and Jobs Act (“TCJA”), enacted in December 2017, made broad and complex changes to the U.S. tax code. Additionally, on July 4, 2025, the One Big Beautiful Bill Act was signed into law, which included a broad range of tax reform provisions 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 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’s customers’ costs, demand for the Bank’s 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 existing and future conflicts, may have a negative impact on the global economy and financial markets, including the financial services industry generally and, as a result, the Company and the markets in which it operates, the Company’s business, results of operations and financial condition could be materially and adversely impacted in the future.

The Companymay 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 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 purposes.

Risks Related to the Company’s Strategic Activities

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, including the 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.

The Company may not realize the value of strategic investments and strategic initiatives that it pursues and such investments and initiatives could divert resources or introduce unforeseen risks to the Company’s business. The Company may execute strategic initiatives or make other strategic investments in businesses, products, technologies or platforms to enhance or grow its business. These strategic initiatives and investments may introduce new costs or liabilities which could impact the Company’s ability to grow or maintain acceptable performance. The Company may be unable to integrate systems, personnel or technologies from its strategic investments and initiatives. Strategic investments and initiatives may also present unforeseen legal, regulatory or other challenges that the Company may not be able to manage effectively. The planning and integration of a strategic investment or initiative may shift employee time and other resources which could impair the Company’s ability to focus on its core business. New strategic investments and strategic initiatives may not perform as expected due to lack of acceptance by customers or employees, higher than forecasted costs or losses, lengthy transition periods, synergies or savings not being realized and a variety of other factors. This may result in a delay or unrealized benefit, or in some cases, increased costs or other unforeseen risks to the Company’s business.

Risks Related to Financial and Accounting Matters

The Company’s securities portfolio performance in difficult market conditions could have adverse effects on the Company’s results of operations. Under accounting principles generally accepted in the United States of America (“GAAP”), the Company measures expected credit losses on its securities portfolios in accordance with the CECL methodology, taking into consideration quantitative and qualitative factors such as current market conditions, the extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, current analysts’ evaluations, the Company’s ability and intent to hold investments until a recovery of amortized cost, as well as other factors. Adverse developments with respect to one or more of these factors could require the Company to recognize an allowance for credit losses, with the credit related portion of the reduction in the value required to be recognized as a charge to the Company’s earnings. Market volatility can make it extremely challenging to accurately value certain securities the Company holds. Subsequent periodic valuations of securities, taking into consideration then prevailing factors, may result in changes to valuations. Significant negative changes to valuations could result in the recognition of an allowance for credit losses within the Company’s securities portfolio, which could have an adverse effect on the Company’s results of operations or financial condition.

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. 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, first by using qualitative approach, and if deemed necessary, a quantitative 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 and 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 it 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 that can be 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 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.

Risks Related to Information Security and Technology

The need to mitigate against and react to cyber-security risks, and electronic fraud risks require significant resources, andanysystem failure, a cyber-security attack or electronic fraud which impacts the Company or 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 vendors, 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, 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. While the Company has implemented a comprehensive cybersecurity strategy and program to strengthen the control environment, there can be no assurance these risk mitigation strategies will be sufficient to prevent future significant breaches or losses.

The Company expects risk exposure to cyber-attacks will remain elevated or increase in the future due to, among other things, the increasing size and prominence of the Company in the financial services industry, its expansion of internet and mobile banking tools and products based on customer needs, and its increasing use of operational software hosted on the Internet as more and more software solutions used in the Company’s operations migrate from solutions hosted within the Company’s firewalls to internet-hosted solutions at third-party locations.

The Company relies extensively on third-party service 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 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 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 operations, including as 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 Company computer systems and network infrastructure, which may result in litigation or significant liability or penalties to the Company, 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 to understand and adapt to these changes. The financial services industries continually experience rapid technological change with frequent introductions of new technology-driven products and services, such as AI, including generative 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 services, 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 development and use of AI presents risks and challenges that may adversely impact the Company’s business. The Company or its third-party vendors, clients and counterparties may develop or incorporate AI technology in certain

business processes, services or products. The development and use of AI present a number of risks and challenges to the Company’s business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving and includes regulatory expectations targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment, and other laws applicable to the use of AI. These evolving laws and regulations could increase the Company’s compliance costs and the risk of non-compliance and could require changes with respect to any use or implementation of AI technology by the Company. AI models, particularly generative AI models, may produce output or take action that is incorrect, that reflects biases included in the data on which they are trained, that results in the release of private, confidential or proprietary information, that infringes on the intellectual property rights of others, or that is otherwise harmful. In addition, the complexity of many AI models makes it difficult to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made. Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility. Any of these risks could expose the Company to liability or adverse legal or regulatory consequences and harm the Company’s reputation and the public perception of its business or the effectiveness of its security measures.

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 its 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.

The Company is subject to the Gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on the ability to share non-public personal information about customers with non-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 the Company with non-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 vulnerability, 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.

Risks Related to Liquidity

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.

Risks Related to Environmental and Social Matters

Responses to climate change could adversely affect the Company’s business and performance, including indirectly through impacts on its customers. Concerns over the long-term impacts of climate change have led and could continue to lead to governmental efforts in certain regions of the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. The Company and its customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. The Company and its customers may face cost increases, asset value reductions, operating process changes, and the like. Impacts to the Company could include a drop in demand for its products and services, particularly in certain sectors. In addition, the Company could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans.

Environmental, social and governance risks could adversely affect the Company’s reputation, business and performance and the trading price of its common stock. The Company may face scrutiny from some federal and state government agencies, regulatory bodies, investors, customers, regulators and other stakeholders related to its environmental, social and governance practices. Some investors, investor advocacy groups and investment funds are focused on these practices, especially as they relate to the environment, climate change, diversity and inclusion, workplace conduct and human capital management. These stakeholders often have differing priorities and expectations regarding these issues, and in some cases conflicting priorities. In addition, sentiment against certain environmental, social and governance practices has gained momentum across the U.S., as evidenced by executive orders, policies, legislation, as well as other initiatives issued and enacted at the federal and state levels.

The subjective nature of methods used by various stakeholders to assess a company with respect to environmental, social and governance-related criteria could result in erroneous perceptions or a misrepresentation of the Company’s actual policies and practices. Organizations that provide ratings information to investors on environmental, social and governance-related matters may also assign unfavorable ratings to the Company.

Failure to adapt to or comply with changing investor or stakeholder expectations and standards on environmental, social and governance matters could negatively impact the Company’s reputation, its ability to do business with certain customers, vendors, suppliers or other third parties, its ability to attract and retain employees and its stock price. The Company could also face negative publicity or reputational harm based on the identity of those with whom it chooses to do business. Any of the foregoing could have an adverse impact on the Company’s business, financial condition or results of operations.

Risks Related to the Company’s Business and Industry Generally

The Company’s business depends on maintaining the trust and confidence of customers and other market participants, and the Company’s reputation is critical to its business. The Company’s ability to originate and maintain accounts and business is highly dependent upon the perceptions of borrowers and deposit holders and other external perceptions of the Company’s business practices and financial health. The Company’s reputation is vulnerable to threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries and actual or alleged incidents of employee misconduct and rumors, among other things, can substantially damage the Company’s reputation, even if the inquiries, allegations, or rumors are baseless or satisfactorily addressed. Adverse perceptions regarding the Company’s reputation in the consumer, commercial and funding markets could result in difficulties in generating and maintaining accounts and business, as well as in financing accounts and the Company’s business. Further, adverse perceptions can result in decreases in the levels of deposits that customers and potential customers choose to maintain with the Company. Any of the foregoing could have a material adverse effect on the Company’s results of operations or financial condition.

If the Company’s risk management framework does not effectively identify or mitigate the Company’s risks, the Company could suffer unexpected losses and its results of operations and financial condition could be materially adversely affected. The Company’s risk management framework seeks to identify and mitigate risk while appropriately balancing risk and return. The Company has established processes and procedures intended to identify, measure, monitor and report the types of risk to which it is subject, including strategic and emerging risk, culture/reputation risk, credit risk, liquidity risk, market and interest rate risk, operations risk, compliance risk, and technology and cyber risk. The Company seeks to monitor and control its risk exposure through a framework of policies, procedures and reporting requirements. Management of the Company’s risks in some cases depends upon the use of analytical and/or forecasting models, which, in turn, rely on assumptions and estimates. If the models used to mitigate these risks are inadequate, or the assumptions or estimates are inaccurate or otherwise flawed, the Company may fail to adequately protect against risks and may incur losses. In addition, there may be risks that exist, or that develop in the future, that the Company has not appropriately anticipated, identified or mitigated, which could lead to unexpected losses and the Company’s results of operations or financial condition could be materially adversely affected.

The Company has strong competition within its market area which may constrain the Company’s ability to grow and achieve profitability. The Company faces significant competition in its market area both in attracting deposits and in the origination of loans. See “Market Area and Competition” in Item 1. Business of this Report. Mergers and acquisitions of financial institutions within the Company’s market area may occur, which could add more competitive pressure as the Company would be competing with the resultant larger financial institutions with greater financial resources on a combined basis. Additionally, the Company’s market share and income may be adversely affected by its inability to successfully compete against larger and more diverse financial service providers. If the Company is unable to compete effectively, it may lose market share or fail to maintain its market share, and income generated from loans, deposits, and other financial products may decline.

The success of the Company is dependent on the Company’s ability to attract, hire and retain key personnel. The Company’s business is complex and specialized and performance is largely dependent on the knowledge, talents and efforts of highly skilled individuals. The Company relies on key personnel to manage and operate its business, including its major revenue producing functions and key operational functions, such as loan and deposit generation and the Company’s investment management services. The loss of key personnel or challenges attracting and retaining adequate skilled professionals could adversely affect the Company’s ability to maintain and manage these functions effectively and could also adversely impact the achievement of strategic growth objectives. The loss of key personnel or challenges attracting and retaining adequate skilled professionals could also result in increased compensation costs and higher recruiting and hiring expenses, which could adversely impact the Company’s net income. Additionally, if the Company does not maintain effective succession planning, including identifying and developing internal talent, identifying and attracting external talent, and preparing for orderly leadership transitions, it may face disruptions in essential business functions. The Company’s ability to continue to compete effectively depends on its ability to attract new skilled employees, and to retain and motivate its existing key employees. Competition for skilled employees in the Company’s markets and businesses can be intense, and the Company may not be able to hire or retain skilled employees in adequate numbers, in particular due to an increasingly competitive labor market. The labor market continues to be highly competitive with sustained pressure on the availability and retention of skilled professionals. The Company operates in an environment marked by ongoing competition for talent across all areas of its

business. In addition to competitive dynamics, the labor market is being influenced by broader structural and macroeconomic factors, including demographic shifts driven by retirements within the financial services industry, a limited pipeline of experienced mid-level and senior banking professionals, evolving employee expectations related to career development and purpose, and increased demand for specialized skills in areas such as commercial credit, risk management, compliance, data analytics, cybersecurity, and digital banking. Employers across the financial services sector continue to offer enhanced compensation, benefits, and flexible work arrangements, including hybrid and remote models, as long-term features of their employment value proposition. Ongoing regulatory complexity, heightened compliance requirements, and increased workload demands may further intensify competition for highly qualified professionals with relevant subject matter expertise. As competition for experienced banking, technology, credit, lending, and investment management, and commercial relationship management talent remains strong, the Company may be required to invest additional resources in recruitment, compensation, training, development, succession planning, and retention initiatives. Wage inflation, benefit cost increases, and investments in programs designed to retain, develop, or attract skilled employees could increase operating expenses and adversely impact earnings.

Natural disasters, severe weather, public health crises or other catastrophic or man-made events could have an adverse effect on the Company’s business or results of operations. The nature and level of such natural disasters, public health crises, pandemics or epidemics, or man-made events, including political events such as war, civil unrest or terrorist attacks, and other catastrophic events cannot be predicted. Additionally, the Company’s market area includes coastal regions that are susceptible to adverse weather conditions and natural disasters which cannot be predicted and may be exacerbated by global climate change, including, but not limited to, rain storms, hurricanes, blizzards and nor’easters and related flooding and wind damage. Such events can disrupt operations, result in damage to properties and negatively affect the local economies in the markets where the Company operates. The Company’s borrowers may suffer property damage, experience interruption of their businesses or lose their jobs, which may negatively impact the ability of these borrowers to make deposits with the Company or repay their loans or negatively impact values of collateral securing loans, any of which could result in losses and increased provisions for credit losses. Additionally, the occurrence of these events could harm the Company’s operations thorough interference with communications, including the interruption or loss of its computer systems which could prevent the gathering of deposits, originating loans and processing and controlling business flow, as well as through the destruction of facilities and operational, financial and management information systems, and could cause us to incur significant costs to repair any resulting damage to the Company’s property or business relationships.

Risks of Owning Stock in the Company

Our stock price can be volatile. The Company’s stock price can fluctuate widely in response to a variety of factors, including: actual or anticipated variations in the Company’s quarterly operating results; recommendations by securities analysts; acquisitions or business combinations; capital commitments by or involving the Company; operating and stock price performance of other companies that investors deem comparable to the Company; new technology used or services offered by the Company’s competitors; new reports relating to trends, concerns and other issues in the financial services industry; and changes in government regulations. General market fluctuations, industry factors and general economic and political conditions and events have caused a decline in the Company’s stock price in the past, and these factors, as well as, interest rate changes, unfavorable credit loss trends, or unforeseen events such as geopolitical conflicts could cause volatility in the Company’s stock price regardless of its operating results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY

Cybersecurity threats pose a risk to the Company, as crimes committed through or involving the internet, such as phishing, hacking, denial of service attacks, stealing information, unauthorized intrusions into the Company’s internal systems or the systems of the Company’s third-party vendors could adversely impact the Company’s operations or damage its reputation. The Bank manages cybersecurity threats proactively and maintains robust controls to protect its critical systems and data by investing in secure, reliable, and resilient technology infrastructure, fostering a culture of technology risk awareness, and continuously improving its technology risk management practices. The Company’s process for monitoring and mitigating cybersecurity risk is designed in conjunction with its overall Enterprise Risk Management Policy. The Company’s Information Security Program follows ISO 27002, an international standard for information security controls, as well as references to the Federal Financial Institutions Examination Council Information Examination Handbook, and other regulatory guidance and industry standards such as those of the Center for Internet Security (CIS).

The Company has several processes in place to oversee and identify these risks, such as the Information Technology Risk Governance Committee (“ITRGC”), which is responsible for oversight of information technology (“IT”) risk and the Information Security Committee, which oversees information security (“IS”) risk. These committees oversee the establishment and revision of IT and IS key risk and key performance indicators and ongoing monitoring of these metrics. As part of the independent second line of defense and reporting to the Chief Risk Officer (“CRO”), the Company’s Chief Information Security Officer (“CISO”) is responsible for cybersecurity initiatives at the Company, including identifying and managing security risks, and escalating elevated risks to the CRO where applicable. Together, the CISO and the CRO report on emerging and existing threats and mitigation strategies to the Board, which has oversight of cybersecurity risk, on a semi-annual basis, or more frequently, if needed. The CRO has over 30 years of experience in overseeing risk management functions. The CISO has over 30 years of information security experience, with experienced team members that come from a wide range of industries and possess substantial knowledge and expertise in how to manage information security and cybersecurity risks. Additionally, the team of employees supporting the CISO maintain education and certification requirements necessary to fulfill their responsibilities.

As part of its cyber and information security defense, the Company has deployed a layered security approach to identify, measure, monitor and control information technology risks. The Company regularly tests the implementation of these controls. The Company also maintains a documented Incident Management Standard and Technology and Cyber Incident Response Plan. These documents address the detection, mitigation, and remediation of cybersecurity incidents, and include appropriate timely incident escalations to be followed during an incident, up to and including executive leadership, management committees and depending on incident severity, the Board, or a Board committee. The volume, severity, and root cause of security incidents are reported at monthly management committees. The Company will regularly engage independent third parties to assist in its cybersecurity preparedness, including but not limited to vulnerability scan assessments, secure code scan reviews, and cybersecurity incident response simulations. The Company’s internal audit department also performs annual cybersecurity penetration testing over the Company’s internal and external networks. Additionally, for third party related technologies, the Company’s Third-Party Risk Management Program (“TPRM”) is involved with onboarding all vendors, including ongoing monitoring of higher risk vendor relationships. TPRM documents the Company’s view of applicable third-party vendors assessing the vendor’s technological capability to provide products and/or services in a viable and risk adverse manner.

As part of its efforts to mitigate risks related to cybersecurity threats, the Company has proactivelyimplemented required tailored training for all employees, including training on the Company’s security and privacy policies, which are mandatory as part of the onboarding process, with refresher trainings required annually thereafter.Additionally, the Company conducts regular phishing simulation tests throughout the year to keep employees alert, spread awareness and ensure that employees have the knowledge and resources necessary to identify and report suspicious activity.

While the Company has seen attempts to gain access to its systems, and expects such attacks to continue, or possibly intensify in the future, the Company has not experienced any material losses relating to cyber-attacks or other information security breaches as of December 31, 2025. As a protective measure, the Company maintains insurance coverage for cybersecurity incidents experienced by the Company, or by one or more of the Company’s third-party providers, however such insurance coverage may not be sufficient to cover all losses incurred. As of the date of this Report, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. For further discussion surrounding risks from cybersecurity threats, refer to the section captioned “Risks Related to Information Security and Technology” within Part I. Item 1A of this Report.

ITEM 2. PROPERTIES

At December 31, 2025, the Bank conducted its business from its main retail branch located at 288 Union Street, Rockland, Massachusetts, 149 retail branches and one mobile branch located within Eastern Massachusetts, Worcester County, and southern New Hampshire. In addition to its main office, the Bank leased 88 of its branches and owned the remaining 62 branches. In addition to these branch locations, the Bank had 57 remote ATM locations, all of which are leased.

The Bank’s executive administration offices are located in Hanover, Massachusetts while the remaining administrative and operations locations are housed in several different campuses. Additionally, the Bank operates a number of commercial banking and mortgage lending centers, as well as investment management offices not associated with a branch location throughout the Bank’s footprint.

For additional information regarding the Bank’s premises and equipment and lease obligations, see Notes 5, “Bank Premises and Equipment” and 17 “Leases,”respectively, within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

ITEM 3. LEGAL PROCEEDINGS

At December 31, 2025, the Bank was involved in pending lawsuits, which management has reviewed with legal counsel and has taken into consideration the view of counsel as to their outcome. In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

PART II

ITEM 5. MARKET FOR INDEPENDENT BANK CORP.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a.) Independent Bank Corp.’s common stock trades on the Nasdaq Global Select Market under the symbol INDB. The Company declared aggregate cash dividends of $2.36 and $2.28 per share in 2025 and in 2024, respectively. The ratio of dividends paid to earnings in 2025 and 2024 was 50.65% and 50.08%, respectively.

Payment of dividends by the Company on its common stock is subject to various regulatory restrictions and guidelines. Since substantially all of the funds available for the payment of dividends are derived from the Bank, future dividends will depend on the earnings of the Bank, its financial condition, its need for funds, applicable governmental policies and regulations, and other such matters as the Board of Directors deems appropriate. Management believes that the Bank will continue to generate adequate earnings to continue to pay comparable common dividends on a quarterly basis.

As of February 24, 2026, there were 48,985,295 shares of common stock outstanding which were held by approximately 4,786 holders of record. The number of record-holders may not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms, and other nominees. The closing price of the Company’s common stock on December 31, 2025, the last trading day of the year, was $73.08.

Comparative Stock Performance Graph

The stock performance graph below and associated table compare the cumulative total shareholder return of the Company’s common stock from December 31, 2020 to December 31, 2025 to the cumulative total return of the NASDAQ Composite Index (U.S. Companies), the KBW NASDAQ Bank Index, and the KBW NASDAQ Regional Banking Index. The lines in the graph and the numbers in the table below represent yearly index levels derived from compounded daily returns that include reinvestment or retention of all dividends. If the yearly interval, based on the last day of a fiscal year, was not a trading day, the preceding trading day was used. The index value for all of the series was set to 100.00 on December 31, 2020 (which assumes that $100.00 was invested in each of the series on December 31, 2020).

The following information in this Item 5 of this Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and

will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. The stock price performance shown on the stock performance graph and associated table below is not necessarily indicative of future price performance. Information used in the graph and table was obtained from a third-party provider, a source believed to be reliable, but the Company is not responsible for any errors or omissions in such information.

The following chart depicts the total return performance of the Company:

(b.) Not applicable

(c.) The following table sets forth information regarding the Company’s repurchases of its common stock during the three months ended December 31, 2025:

Issuer Purchases of Equity Securities

(1)The number of shares surrendered in connection with the vesting of equity compensation grants to satisfy related tax withholding obligations was 95 shares in October 2025 and 135 shares in December 2025.

(2)During the three months ended December 31, 2025, the average price per share of repurchased shares was $68.39 and the average price per share of surrendered shares related to tax withholding obligations was $73.74.

(3) On July 17, 2025, the Company announced a stock buyback plan which authorized repurchases by the Company of up to $150 million in common stock. Repurchases under the plan may be made from time to time on the open market and in privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The extent to which the Company repurchases shares and the size and timing of these repurchases will depend on a variety of factors, including pricing, market and economic conditions, the Company’s capital position and amount of retained earnings, and legal and contractual requirements. The repurchase plan is scheduled to expire on July 16, 2026 and may be modified, suspended or discontinued without prior notice at any time.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is a state chartered, federally registered bank holding company, incorporated in 1985. The Company is the sole stockholder of Rockland Trust, a Massachusetts trust company chartered in 1907. For a full list of corporate entities see Item 1 “Business — General.”

All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts have been reclassified to conform to the current year’s presentation, including a reclassification of the 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.

The following should be read in conjunction with the Consolidated Financial Statements and related notes.

Executive Level Overview

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 is focused on organic growth, but will also consider acquisition opportunities that are expected to provide a satisfactory financial return, including the recent acquisition of Enterprise, which closed 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.

2025 Results

Net income for the year ended December 31, 2025 was $205.1 million, or $4.44 on a diluted earnings per share basis, as compared to $192.1 million, or $4.52, on a diluted earnings per share basis for the year ended December 31, 2024, representing increases of 6.8% and a decrease of 1.8%, respectively. Financial results for 2025 and 2024 also reflected pre-tax merger-related costs of $39.6 million and a $34.5 million provision for credit losses on non-PCD loans attributable to the closing of the Enterprise acquisition. Excluding these merger-related expenses and provision 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 of $193.4 million, or $4.55, on a diluted earnings per share basis. See “Non-GAAP Measures” below for a reconciliation of non-GAAP measures.

Full year 2025 results reflected the following key drivers:

•Successful close of Enterprise acquisition on July 1, 2025

•Net interest margin increase of 29 basis points to 3.57% as compared to the full year 2024;

•Loan growth of 27.5% mainly due to the Enterprise acquisition, robust organic commercial and industrial loan growth;

•Deposit growth of 31.5%, mainly due to the Enterprise acquisition, organic growth in the demand deposit and money market categories;

•Total loan loss provision was $65.5 million for the year, inclusive of $34.5 million recognized for non-PCD loans acquired from Enterprise;

•Wealth assets under administration increased to $9.2 billion;

•Focused expense management;

•Tangible book value per share of $47.55, grew by $0.59 for the year; and

•Repurchase of approximately 936,000 shares for $62.4 million.

Interest-Earning Assets

The results depicted in the following table reflect the trend of the Company’s interest-earning assets over the past five years. The Company employs a longer term strategy that typically emphasizes loan growth commensurate with overall economic growth. For the year-ended 2025, the increase in interest-earning assets was driven primarily the Enterprise acquisition, which included the addition of $3.9 billion in loans and $590.3 million in available for sale securities. The following table summarizes the Company’s period end interest-earning assets for each year presented:

Management strives to be disciplined about loan pricing and considers interest rate sensitivity when generating loan assets. In addition, management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and credit losses.

Funding and the Net Interest Margin

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. The increase in funding sources during 2025 were driven primarily by the addition of $4.4 billion in deposits acquired from Enterprise during the third quarter of 2025. The following chart shows the period end balances of the Company’s funding sources for each of the trailing five years:

The net interest margin of 3.57% increased 29 basis points when compared to the prior year, including an 8 basis point lift from acquired loan purchase accounting accretion. The remaining increase was driven by the acquisition of a slightly higher adjusted margin from Enterprise and continued benefit from long term asset repricing. The following table shows the net interest margin and cost of deposits trends for the trailing five year period:

Non-interest Income

Non-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 non-interest income over the past five years:

Expense Control

Management seeks to take a balanced approach to non-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 non-interest expense by the sum of non-interest income and net interest income), as well as the Company’s efficiency ratio on a non-GAAP operating basis, (calculated by dividing non-interest expense, excluding certain non-core items, by the sum of non-interest income, excluding certain non-core items, and net interest income), over the past five years:

*See “Non-GAAP Measures” below for a reconciliation to GAAP financial measures.

Capital

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 is primarily impacted 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:

*See “Non-GAAP Measures” below for a reconciliation to GAAP financial measures.

Cash dividends declared by the Company increased from an aggregate of $2.28 per share in 2024 to $2.36 per share in 2025, representing an increase of 3.5%. Additionally, during 2025, the Company repurchased approximately 936,000 shares of its common stock for $62.4 million.

Non-GAAP Measures

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 non-interest or fee income, reduced by operating expenses, the provision for credit losses, and the impact of income taxes and other non-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 non-core when computing the Company’s non-GAAP operating earnings and operating EPS, non-interest income on an operating basis, 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 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), the 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 is computed by dividing net income by average tangible common equity). The Company has included information on tangible book value per share, the tangible common 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 management. As a result of merger and acquisition activity, the Company has recognized goodwill and other intangible assets in conjunction with business combination accounting 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, provides a framework 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 measures determined in accordance with GAAP. An item which management excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP performance measures, 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 non-GAAP performance measures which may be presented by other companies.

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

Years Ended December 31

Net Income Diluted Earnings Per Share

(Dollars in thousands, except per share data)

Non-GAAP adjustments

Provision for non-PCD acquired loans 34,519 — 0.75 —

Non-interest expense components

Net tax benefit associated with non-core items (1) (19,239) (535) (0.42) (0.01)

(1)The net tax benefit associated with non-core items is determined by assessing whether each non-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 non-core items with respect to the Company’s total revenue, non-interest income as a percentage of total revenue, and the efficiency ratio for the periods indicated:

Years Ended December 31

(Dollars in thousands)

Less:

Ratios

The following table summarizes the calculation of the Company’s tangible common equity ratio and tangible book value per share for the periods indicated:

Years Ended December 31

(Dollars in thousands, except per share data)

Tangible common equity

Tangible assets

SELECTED FINANCIAL DATA

The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere herein.

Table 1 - Selected Financial Data

As of or for the Years Ended December 31

(Dollars in thousands, except per share data)

Financial condition data

Operating data

Per share data

Performance ratios

Asset quality ratios

Capital ratios

(1) Represents a non-GAAP measurement. For reconciliation to GAAP measurement, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Level Overview - Non-GAAP Measures”.

Financial Position

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 non-insured or non-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 increased by $598.2 million, or 22.1%, at December 31, 2025 as compared to December 31, 2024, primarily attributable to the acquisition of the Enterprise available for sale securities portfolio. During the twelve months ended December 31, 2025, new purchases of $426.2 million and $55.4 million in unrealized gains in the available for sale portfolio were offset by sales, maturities, calls, and 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. 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 following table sets forth the fair value of available for sale securities and the amortized cost of held to maturity securities along with the percentage distribution:

Table 2 - Securities Portfolio Composition

December 31

Amount Percent Amount Percent

(Dollars in thousands)

Fair value of securities available for sale

Non-taxable municipal securities 12,558 0.6 % 194 — %

Taxable municipal securities 220,520 11.0 % — — %

Small business administration pooled securities 37,832 1.9 % 40,838 3.3 %

Amortized cost of securities held to maturity

The Company’s available for sale securities are carried at fair value and are categorized within the fair value hierarchy based on the observability of model inputs. Securities which require inputs that are both significant to the fair value measurement and unobservable are classified as level 3 within the fair value hierarchy. At December 31, 2025 and 2024, the Company had no securities categorized as level 3 within the fair value hierarchy.

The following table sets forth the weighted average yield for each range of contractual maturities of the Bank’s available for sale and held to maturity securities portfolios at December 31, 2025. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Weighted average yields in the table below have been calculated based on the amortized cost of the security.

Table 3 - Securities Portfolio, Weighted Average Yields

Weighted Average Yield

Securities available for sale:

U.S. government agency securities 1.4 % 1.2 % — — 1.3 %

U.S. treasury securities 0.8 % 1.2 % — — 1.0 %

Agency mortgage-backed securities 1.2 % 3.0 % 2.1 % 4.0 % 3.6 %

Agency collateralized mortgage obligations — 4.2 % 2.1 % 4.3 % 4.3 %

Non-taxable municipal securities 3.9 % 3.7 % 4.1 % — 3.8 %

Taxable municipal securities — 4.2 % 4.4 % 2.8 % 4.3 %

Pooled trust preferred securities issued by banks and insurers — — — 4.4 % 4.4 %

Small business administration pooled securities — — 2.7 % 1.9 % 2.1 %

Total available for sale securities 1.0 % 2.2 % 3.7 % 4.0 % 2.9 %

Securities held to maturity:

U.S. treasury securities — 1.3 % 1.5 % — 1.3 %

Agency mortgage-backed securities 2.8 % 2.8 % 1.9 % 3.2 % 2.7 %

Agency collateralized mortgage obligations 3.2 % 1.9 % 1.0 % 1.5 % 1.7 %

Small business administration pooled securities — — 2.5 % 4.0 % 4.0 %

Total held to maturity securities 2.9 % 2.4 % 1.9 % 2.4 % 2.4 %

As of December 31, 2025, the weighted average life of the securities portfolio was 3.7 years and the modified duration was 3.3 years.

At December 31, 2025, the aggregate book value of securities issued by Fannie Mae, Freddie Mac and the U.S. Department of the Treasury exceeded 10% of stockholders’ equity. Accordingly, the following table discloses the aggregate book value and market value of these securities at December 31, 2025:

Table 4 - Aggregate Book Value and Market Value of Select Securities

Aggregate Book Value Aggregate Market Value

(Dollars in thousands)

Securities issued by:

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 material losses related to mortgage repurchases during the years ended December 31, 2025, 2024, and 2023.

The volume of residential real estate loan sales fluctuate based on customer demands, which is often driven by the 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:

Table 5 - Closed Residential Real Estate Loans

Years Ended December 31

(Dollars in thousands)

When a loan is sold, the Company may decide to also sell the servicing of sold loans for a servicing release premium, simultaneously with the sale of the loan, or the Company may opt to sell the loan and retain the servicing. The table below reflects additional information related to loans which were sold during the periods indicated:

Table 6 - Residential Mortgage Loan Sales

Years Ended December 31

(Dollars in thousands)

(1)All loans sold with servicing rights retained during the above periods were sold without recourse.

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 $266.0 million at December 31, 2025 and $280.2 million at December 31, 2024.

The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated:

Table 7 - Mortgage Servicing Asset

(Dollars in thousands)

Change in valuation allowance (12) 161

See Note 10, “Derivatives and Hedging Activities,” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information on mortgage activity and mortgage related derivatives.

Loan Portfolio The Company’s total loan portfolio at December 31, 2025 increased $4.0 billion, or 27.5%, when compared to December 31, 2024, primarily due to the Enterprise acquisition. On the commercial side, the commercial and industrial portfolio increased organically by 9.1% but was offset by a decline in the commercial real estate and commercial construction portfolios. Organically, the consumer real estate portfolio increased by 1.2%, driven by growth within the home equity portfolio.

The following table summarizes loan growth/decline during the periods indicated:

Table 8 - Components of Loan Growth/(Decline)

December 31 December 31 Enterprise Organic Growth/ Organic Growth/

2025 2024 Acquisition (Decline) $ (Decline) %

(Dollars in thousands)

The following table sets forth information concerning the composition of the Bank’s loan portfolio by loan type at the dates indicated:

Table 9 - Loan Portfolio Composition

December 31

(Dollars in thousands)

Amount Percent Amount Percent

The following table summarizes loans by contractual maturity as of December 31, 2025, along with the indication of whether interest rates are fixed or adjustable:

Table 10 - Scheduled Contractual Loan Amortization

1 Year or Less 1 - 5 Years 5 - 15 years (2) After 15 Years Total

(Dollars in thousands)

Fixed rate

Adjustable rate

(1)Includes certain construction loans that will convert to commercial mortgages and will be reclassified to commercial real estate upon the completion of the construction phase.

(2)Loans having no schedule of repayments or no stated maturity are reported as being due in the 5-15 years category above.

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of real estate loans, due-on-sale clauses, which generally give the Bank the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells the property subject to the mortgage and the loan is not repaid. The average life of real estate loans tends to increase when current real estate loan rates are higher than rates on mortgages in the portfolio and, conversely, tends to decrease when rates on mortgages in the portfolio are higher than current real estate loan rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial and commercial real estate loans at or immediately prior to their maturity by renewing the loans on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual obligations of the loan.

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, non-performing and/or put on non-accrual status. Further details surrounding relevant asset quality categories are summarized below:

DelinquencyThe 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 as permitted by loan agreements.

Non-accrual Loans As a general rule, loans 90 days or more past due with respect to principal or interest are classified as non-accrual 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 non-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan remains on non-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 ModificationsIn 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 Company 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 Company 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.

Purchased Credit Deteriorated LoansPurchased Credit Deteriorated (“PCD”) loans are acquired loans which have shown a more-than-insignificant deterioration in credit quality since origination. PCD loans are recorded at amortized cost with an allowance for credit losses recorded upon purchase.

Non-performing Assets Non-performing assets are typically comprised of non-performing loans and other real estate owned (“OREO”). Non-performing loans consist of non-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 non-interest expense. In the event the real estate is utilized as a rental property, net rental income and expenses are recorded as incurred within non-interest expense.

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

Table 11 - Non-performing Assets

December 31

(Dollars in thousands)

Loans accounted for on a non-accrual basis

Commercial construction 3,693 —

Other real estate owned 2,100 —

Non-performing loans as a percent of gross loans 0.45 % 0.70 %

Non-performing assets as a percent of total assets 0.34 % 0.52 %

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

Table 12 - Activity in Non-performing Assets

(Dollars in thousands)

Non-performing assets beginning balance $ 101,529 $ 54,493

Acquired non-performing loans 22,918 —

Loans transferred to other real estate owned/other assets (2,100) —

Loans restored to performing status (8,769) (12,576)

New to other real estate owned 2,100 —

Sale of other real estate owned — (110)

Allowance for Credit Losses The allowance for credit losses is maintained at a level that management considers appropriate to provide for the Company’s current estimate of expected lifetime credit losses on loans measured at amortized cost. The allowance is increased by providing for credit losses through a charge to expense and by credits for recoveries of loans previously charged-off and is reduced by loans being charged-off.

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 12 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, 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 policy rates, and that progress toward inflation will be slowed as a result of changes in international trade 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.

The balance of allowance for credit losses increased by $19.9 million to $189.9 million as of December 31, 2025, as compared to $170.0 million at December 31, 2024. The increase was driven primarily by $43.5 million in initial allowance reserves recorded on the acquired Enterprise portfolio, including $34.5 million and $9.0 million attributable to non-PCD and PCD loans, respectively, as well as additional specific reserve allocations on certain commercial loans during 2025. These increases were partially offset by charge-offs on several classified commercial loans which had been previously reserved for.

The following table summarizes the ratio of net charge-offs to average loans outstanding within each major loan category for the periods presented:

Table 13 - Summary Net Charge-Offs to Average Loans Outstanding

(Dollars in thousands)

Commercial construction — 1,112,459 — %

Residential real estate — 2,688,113 — %

Commercial real estate — 6,811,838 — %

Commercial construction — 800,254 — %

Residential real estate — 2,434,114 — %

Commercial construction — 1,019,871 — %

Residential real estate — 2,217,971 — %

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

Net charge-offs were $54.6 million for the year ended December 31, 2025, compared to $8.5 million for the year ended December 31, 2024. The elevated charge-off activity for the year ended December 31, 2025 was primarily attributable to charge-offs recognized on several classified commercial loans during the year.

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 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.

The following table sets forth the allocation of the allowance for credit losses by loan category at the dates indicated:

Table 14 - Summary of Allocation of Allowance for Credit Losses

December 31

(Dollars in thousands)

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. 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.

Regardless of whether a loan is unsecured or collateralized, the Company charges off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss-confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.

For additional information regarding the Bank’s allowance for credit losses, see Note 1, “Summary of Significant Accounting Policies” and Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.

Federal Home Loan Bank Stock The 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 $21.8 million at December 31, 2025 compared to $31.6 million at December 31, 2024 in conjunction with paydowns of FHLB term borrowings during the twelve months of 2025, including the paydown of approximately $50.0 million of FHLB borrowings assumed from the Enterprise acquisition.

Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets were $1.2 billion and $1.0 billion at December 31, 2025 and December 31, 2024.

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, using a combined qualitative and quantitative approach. The initial qualitative approach assesses whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value is less than carrying value, a quantitative impairment test is performed to compare carrying value to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company’s annual impairment test was performed as of August 31, 2025 and it was determined that the Company’s goodwill was not impaired.

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 fourth quarter of 2025 that indicated impairment of goodwill and other intangible assets. For additional information regarding the goodwill and other intangible assets, see Note 6, “Goodwill and Other Intangible Assets” within the Notes to Consolidated Financial Statements included in Item 8 hereof.

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 $378.6 million and $304.0 million at December 31, 2025 and December 31, 2024, respectively, reflecting approximately $68.4 million of policies obtained from the Enterprise acquisition.

The Company recorded tax exempt income from life insurance policies in the amounts of $9.4 million, $8.1 million, and $7.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company also recorded gains on life insurance benefits of $2.0 million, $457,000, and $2.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Deposits At December 31, 2025, total deposits were $20.1 billion, representing a $4.8 billion, or 31.5% increase compared to $15.3 billion at December 31, 2024. Total non-interest bearing demand deposits comprised 27.8% of total deposits at December 31, 2025, down only slightly from 28.7% at December 31, 2024. The total cost of deposits was 1.53% for the year ended December 31, 2025, representing a decrease of 10 basis points from the prior year.

The Company’s deposits are comprised primarily of core deposits (demand, savings and money market), as well as time deposits. The 2025 growth in deposit balances was driven primarily by $4.4 billion in balances acquired from Enterprise, as well as organic growth of $458.1 million, or 2.3%, during the twelve months ended 2025. The Company’s ratio of core deposits, inclusive of reciprocal money market deposits, to total deposits represented 83.7% at December 31, 2025 compared to 81.7% at December 31, 2024. In addition, the Company may also utilize brokered deposit sources, as needed, with balances of $6.0 million and $61.2 million outstanding at December 31, 2025 and December 31, 2024, respectively. The decrease was due to the maturity of $55.3 million of brokered certificates of deposit during 2025.

Excluding the effects of the Enterprise acquisition, the Company’s deposits have increased on a net organic basis as compared to the prior year end as summarized in the table below:

Table 15 - Components of Deposit Growth/(Decline)

(Dollars in thousands)

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 $1.6 billion and $1.1 billion in deposits, at December 31, 2025 and December 31, 2024, respectively. The estimated balance of uninsured deposits at the Bank were $6.5 billion and $5.0 billion as of December 31, 2025 and December 31, 2024, respectively. Included in these amounts are $932.0 million and $814.0 million of collateralized deposits, which offer additional protection.

Scheduled maturities of time deposits not covered by deposit insurance at December 31, 2025, were as follows:

Table 16 - Maturities of Uninsured Time Deposits

(Dollars in thousands)

Due within 3 months or less $ 326,355

Due after 3 months through 6 months 168,058

Due after 6 months through 12 months 58,302

Total uninsured time deposits (1) 561,434

(1)Amounts of uninsured time deposits presented in the table above are estimates determined based upon a relative proportion of customer account balances in excess of FDIC insurance limits, and in a manner consistent with the Company’s regulatory reporting requirements.

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 $825.8 million at December 31, 2025, representing an increase of $124.5 million, compared to December 31, 2024. The increase was driven primarily by a $300.0 million subordinated debt raise completed by the Company in March 2025, as well as a $50.0 million line of credit advance during the fourth quarter of 2025. These increases were partially offset by $237.0 million in paydowns on FHLB borrowings during the twelve months ended December 31, 2025. Additionally, at the July 15, 2025 call date, the Company redeemed in full $60.0 million in subordinated notes assumed as part of the Enterprise merger. The Company also paid down approximately $50.0 million in FHLB borrowings acquired from Enterprise. See Note 8, “Borrowings” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding borrowings.

Liquidity and Capital Resources The Company proactively manages its liquidity and cash flow requirements with the intent to maintain stable, cost-effective funding and to promote the strength of its overall balance sheet. The liquidity position of the Company is continuously monitored by management and adjustments are made to appropriately balance sources and uses of funds, as needed. For further details surrounding the Company’s liquidity risks and related strategy, see the “Risk Management – Liquidity Risk” section below within Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Report.

At December 31, 2025, the Company and the Bank exceeded the minimum requirements for Common Equity Tier 1 capital, Tier 1 capital, total capital, and Tier 1 leverage capital, inclusive of the capital conservation buffer. See Note 19, “Regulatory Matters” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding capital requirements.

Investment Management

The following table presents total assets under administrations and number of accounts held by the Rockland Trust Investment Management Group at the following dates:

Table 17 - Assets Under Administration

(Dollars in thousands)

Number of trust, fiduciary and agency accounts 7,843 6,637 6,550

The Company’s Investment Management Group provides investment management and trust services to individuals, institutions, small businesses, and charitable institutions.

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 $45.0 million, $38.3 million, and $34.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Total assets under administration as of December 31, 2025 were $9.2 billion, including $444.3 million of investment solutions designed by Rockland Trust that are administered and executed through its agreement with LPL Financial (“LPL”), compared to $7.0 billion and $418.2 million, respectively, at December 31, 2024. The Company also has a subsidiary that is a registered investment advisor, Bright Rock Capital Management, LLC, which provides institutional quality investment management services to both institutional and high net worth clients. As of December 31, 2025 and December 31, 2024, included in the assets under administration amounts above, there were $520.5 million and $491.5 million, respectively, relating to the Company’s registered investment advisor.

The administration of trust and fiduciary accounts is monitored by the Trust Committee of the Bank’s Board of Directors. The Trust Committee has delegated administrative responsibilities to three committees, one for investments, one for administration, and one for operations, all of which are comprised of Investment Management Group officers who meet no less than quarterly.

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. The retail investments and insurance revenues were $5.1 million, $4.4 million, and $5.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Results of Operations

Table 18 - Summary of Results of Operations

Years Ended December 31

(Dollars in thousands, except per share data)

Diluted earnings per share $ 4.44 $ 4.52 $ 5.42

Net Interest Income The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.

On a fully tax-equivalent basis, net interest income was $713.9 million for the year ended December 31, 2025, representing a 26.0% increase from net interest income of $566.5 million for the year ended December 31, 2024. The 2025 increase in net interest income was primarily attributable to increased average interest earning assets obtained from the Enterprise acquisition, as well as 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 3.57%, representing an increase of 29 basis point, as compared to 3.28% for the prior year.

The following table presents the Company’s average balances, net interest income, interest rate spread, and net interest margin for the years ended December 31, 2025, 2024 and 2023. Non-taxable income from loans and securities is presented on a fully tax-equivalent basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.

Table 19 - Average Balance, Interest Earned/Paid & Average Yields

Years Ended December 31

(Dollars in thousands)

Interest-earning assets

Securities

Loans

Interest-bearing liabilities

Deposits

Borrowings

Line of credit, net 1,905 116 6.09 % — — — % — — — %

Supplemental Information

Cost of total funding liabilities 1.68 % 1.81 % 1.18 %

(1)The total amount of adjustment to present interest income and yield on a fully tax-equivalent basis is $5.1 million, $4.7 million, and $4.5 million for 2025, 2024 and 2023, respectively.

(2)Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average costs of interest-bearing liabilities.

(3)Net interest margin represents net interest income as a percentage of average interest-earning assets.

The following table presents certain information on a fully-tax equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to (1) changes in rate (change in rate multiplied by prior year volume), (2) changes in volume (change in volume multiplied by prior year rate) and (3) changes in volume/rate (change in rate multiplied by change in volume) which is allocated to the change due to rate column:

Table 20 - Volume Rate Analysis

Years Ended December 31

(Dollars in thousands)

Income on interest-earning assets

Securities

Non-taxable securities (1) (17) 445 428 — — — — — —

Loans

Expense of interest-bearing liabilities

Deposits

Borrowings

Line of credit 116 — 116 — — — — — —

Long-term borrowings — — — — — — — (31) (31)

(1)The table above reflects income determined on a fully tax equivalent basis. See footnote to Table 19 above for the related adjustments.

Provision For Credit Losses The provision for credit losses represents the charge to expense that is required to maintain an adequate level of allowance for credit losses. The Company recorded a provision for credit losses of $65.5 million, $36.3 million and $23.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. The increase in the current period includes $34.5 million related to non-PCD loans acquired from Enterprise. The increases between 2024 and 2023 are attributable to idiosyncratic events within the commercial portfolios.

The Company’s allowance for credit losses, as a percentage of total loans, was 1.03%, 1.17% and 1.00% at December 31, 2025, 2024 and 2023, respectively. The decrease from the prior periods is due to charge-offs taken on loans that were specifically reserved for at those periods. See Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report, for further details surrounding the primary drivers of the provision for credit losses during the period.

Non-interest Income The following table sets forth information regarding non-interest income for the periods shown:

Table 21 - Non-interest Income

Years Ended December 31

Change

(Dollars in thousands)

The primary reasons for significant variances in the non-interest income categories shown in the preceding table are noted below:

•Deposit account fees were higher than the year ago period as a result of increases in overdraft and cash management fees, as well as increased volume attributable to Enterprise acquisition.

•Interchange and ATM fees increased year-over-year primarily due to increased volume due to the Enterprise acquisition and timing of vendor rebates.

•Investment management and advisory income increased year-over-year, and is primarily attributable to higher asset-based revenue resulting from higher levels of assets under administration, which increased by $2.2 billion, or 31.0%, from $7.0 billion at December 31, 2024 to $9.2 billion at December 31, 2025, including the addition of $1.5 billion in assets under administration acquired from Enterprise. This increase was partially offset by lower insurance commissions recognized in 2025 as compared to 2024.

•Mortgage banking income increased year-over-year, driven by higher origination volume as compared to the same prior year period.

•The increase in cash surrender value of life insurance policies were primarily attributable to policies obtained in connection with the Enterprise acquisition.

•Gain on life insurance benefits increased year-over-year as the Company received higher levels of proceeds on life insurance policies.

•Loan level derivative income increased year-over-year, reflecting fluctuations in customer demand fueled by changes in the macroeconomic environment.

•Other noninterest income increased year-over-year, driven primarily by business owner advisory services of $533,000, credit card fee income of $502,000, checkbook fees of $319,000, and payment processing income of $294,000. These increases were partially offset by decreases in FHLB dividend income and less equity securities unrealized gains.

Non-interest Expense The following table sets forth information regarding non-interest expense for the periods shown:

Table 22 - Non-interest Expense

Years Ended December 31

Change

(Dollars in thousands)

The primary reasons for significant variances in the non-interest expense categories shown in the preceding tables are noted below:

•Salaries and employee benefits increased year-over-year primarily attributable to increases in general salaries of $30.4 million, including the impact of an expanded employee base as a result of the Enterprise acquisition, as well as increases in incentive programs of approximately $6.9 million, medical plan insurance of $4.3 million, payroll taxes of $3.5 million and commissions of $2.4 million.

•Occupancy and equipment expense increased year-over-year, primarily attributable to the expanded branch network, real estate and other fixed assets obtained from the Enterprise acquisition.

•Data processing increases reflect overall increased levels of transactional activity in conjunction with the Company’s growth, including the Enterprise acquisition.

•Software and subscriptions increased primarily due to the Company’s continued investment in its technology infrastructure.

•FDIC assessment expense increased in comparison to the prior year, primarily attributable to an increased assessment rate following the Enterprise acquisition.

•Debit card expenses increased year-over-year, driven primarily by a one-time credit of $1.1 million recognized during 2024.

•Consulting expense decreased year-over-year due primarily to the timing of strategic initiatives.

•Amortization of intangible assets increased, driven by increased amortization attributable to the core deposit intangible, customer list and other intangible assets established as part of the Enterprise acquisition.

•The Company incurred merger and acquisition expenses of $39.6 million and $1.9 million during the years ended 2025 and 2024, respectively, related to the Company’s acquisition of Enterprise. The majority of the merger expense related to change in control and severance contracts, vendor systems contract terminations, as well as legal and professional fees.

•Other non-interest expenses increased year-over year, driven primarily by increases in internet banking expense of $837,000, examinations and audits of $784,000, loan workout costs of $739,000, director fees of $619,000, telecommunications costs of $592,000, contract labor of $395,000, reciprocal deposit fees of $372,000, business development and customer events of $310,000, along with other miscellaneous expenses. These increases were partially offset by decreases in card issuance costs, losses on equity securities, defined benefit plan costs, and other losses and change-offs .

Income Taxes The tax effect of all income and expense transactions is recognized by the Company in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:

Table 23 - Tax Provision and Applicable Tax Rates

Years Ended December 31

(Dollars in thousands)

The effective tax rate is impacted by pre-tax income levels, a decrease in the statutory state tax rate, as well as increased tax benefits from low-income housing tax credits. The effective tax rates in the table are lower than the blended statutory tax rates due to the impact of discrete items, including tax benefits related to equity compensation, as well as certain tax preference assets such as life insurance policies, tax exempt bonds and federal tax credits, such as low income housing tax credits.

For additional information related to the Company’s income taxes see Note 11, “Income Taxes” and Note 12, “Low Income Housing Project Investments” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. Among other things, the new law makes permanent certain expiring business tax provisions of the Tax Cuts and Jobs Act. These include provisions which allow businesses to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets and the cost of qualified domestic research and development. The OBBBA also imposes a floor on tax deductions taken on charitable contributions. Further, the OBBBA significantly changes U.S. tax law related to foreign operations and certain tax credits; however, such changes are not anticipated to have a material impact to the Company’s financial statements.

Dividends The Company declared quarterly cash dividends totaling $2.36 per common share in 2025 and $2.28 per common share in 2024. The 2025 and 2024 ratio of dividends paid to earnings was 50.65% and 50.08%, respectively.

Since substantially all of the funds available for the payment of dividends are derived from the Bank, future dividends of the Company will depend on the earnings of the Bank, its financial condition, its need for funds, applicable governmental policies and regulations, and other such matters as the Board of Directors deems appropriate.

Comparison of 2024 vs. 2023 For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 28, 2025.

Risk Management

The Board of Directors has approved an Enterprise Risk Management Policy and Risk Appetite Statement to state the Company’s goals and objectives in identifying, measuring, and managing the risks associated with the Company’s current and near future anticipated size and complexity. Management is responsible for comprehensive enterprise risk management, and continually strives to adopt and implement practices that strike an appropriate balance between risk and reward and permit the achievement of strategic goals in a controlled environment.

INDB US Equity

INDB · 10-K · period ended 2025-12-31

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 1C. CYBERSECURITY

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. MARKET FOR INDEPENDENT BANK CORP.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INDB US Equity☆

INDB · 10-K · period ended 2025-12-31

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 1C. CYBERSECURITY

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. MARKET FOR INDEPENDENT BANK CORP.’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INDB US Equity