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CBU

COMMUNITY FINANCIAL SYSTEM, INC.
NYSE · FINANCIALS · NATIONAL COMMERCIAL BANKS
61.92
+1.18 +1.94%
USD · close Oct 22

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How CBU rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
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New in FY2025

  • Risk Factors” beginning on page 18. ​ Goodwill and Intangible Assets ​ The changes in intangible assets by reportable segment for the year ended December 31, 2025 are summarized as follows: ​ Table 9: Intangible Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at (000’s omitted) ​ ​ ​ December 31, 2024 ​ ​ ​ Additions ​ ​ ​ Amortization ​ ​ ​ Impairment ​ ​ ​ December 31, 2025 Banking and Corporate Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 732,598 ​ $ 31,960 ​ $ ​ $ ​ $ 764,558 Core deposit intangibles ​ 5,148 ​ 11,900 ​ 2,294 ​ ​ 14,754 Other intangibles ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Banking and Corporate Segment ​ 738,470 ​ 43,860 ​ 2,496 ​ ​ 779,834 Employee Benefit Services Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ 89,293 ​ 1,753 ​ ​ ​ 91,046 Other intangibles ​ 23,314 ​ 3,669 ​ 7,078 ​ ​ 19,905 Total Employee Benefit Services Segment ​ 112,607 ​ 5,422 ​ 7,078 ​ ​ 110,951 Insurance Services Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ 27,896 ​ ​ ​ ​ ​ 28,708 Other intangibles ​ 17,888 ​ 3,872 ​ ​ 3,770 ​ ​ 17,990 Total Insurance Services Segment ​ 45,784 ​ 4,684 ​ 3,770 ​ ​ 46,698 Wealth Management Services Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ ​ 3,438 ​ ​ ​ ​ ​ ​ ​ ​ 3,663 Other intangibles ​ ​ 1,172 ​ ​ ​ ​ ​ ​ ​ ​ 1,570 Total Wealth Management Services Segment ​ ​ 4,610 ​ ​ 1,125 ​ ​ ​ ​ ​ ​ 5,233 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 901,471 ​ $ 55,091 ​ $ 13,846 ​ $ ​ $ 942,716 ​ Intangible assets at the end of 2025 totaled $942.7 million, an increase of $41.2 million from the prior year due to the addition of $34.8 million of goodwill, $11.9 million of core deposit intangibles and $8.4 million of other intangibles arising from acquisition activity, partially offset by $13.8 million of amortization during the year.
  • The additional goodwill, core deposit intangibles and other intangibles recorded in 2025 resulted from the acquisition of Santander branches and wealth management clients as well as OneGroup, BPA and BPAS acquisitions during 2025.
  • Goodwill at December 31, 2025 totaled $888.0 million, comprised of $764.6 million related to banking acquisitions and $123.4 million arising from the acquisition of non-banking financial services businesses.
  • The Company completed its quantitative goodwill impairment analyses as of October 1, 2025 and determined that there was no impairment for any of the Company’s four business segments. ​ Core deposit intangibles represent the value of acquired non-time deposits in excess of funding that could have been obtained in the capital markets.
  • These customer relationship intangibles are being amortized on an accelerated basis over periods ranging from eight to fifteen years. ​ Loans ​ Gross loans outstanding of $10.95 billion as of December 31, 2025 increased $517.4 million, or 5.0%, compared to December 31, 2024, driven by increases in all loan categories primarily due to net organic growth.
  • The loan-to-deposit ratio was 76.1% as of December 31, 2025 compared to 77.6% at December 31, 2024.
  • The decrease in the loan-to-deposit ratio was driven by an increase in ending deposits of $945.4 million, or 7.0%, comprised of organic growth and $543.7 million of deposits acquired from Santander, greater than the aforementioned organic loan growth. ​ Included in the 2025 increase in loans is $31.6 million of loans acquired from Santander, including $4.8 million of consumer mortgage loans, $2.0 million of business lending loans, $16.4 million of home equity loans and $8.4 million of consumer direct installment loans. ​ The compounded annual growth rate (“CAGR”) for the Company’s total loan portfolio between 2022 and 2025 was 7.5%.
  • The greatest overall expansion occurred in business lending at a 9.1% CAGR, followed by home equity, which grew at a 7.1% CAGR, consumer indirect at a 6.5% CAGR, consumer mortgage at a 6.3% CAGR, and consumer direct at a 5.0% CAGR.
  • The Company’s loan growth over past three years was primarily organic. ​ The weighting of the components of the Company’s loan portfolio enables it to be highly diversified.
  • Approximately 57% of loans outstanding at the end of 2025 were made to consumers borrowing on an installment, line of credit or residential mortgage loan basis while 43% of loans outstanding at the end of 2025 were associated with business lending. ​ Mortgages on commercial property combined with general-purpose business lending to commercial, industrial, non-profit, and governmental customers and vehicle dealer floor plan financing is characterized as the Company’s business lending activity.
  • The total business lending portfolio increased $228.7 million, or 5.1%, in 2025 primarily due to net organic growth.
  • During 2025, multifamily loans increased $193.5 million, or 26.7%, business non-real estate loans, including commercial and industrial lending, increased $132.8 million, or 11.6% and owner-occupied CRE increased $7.0 million, or 0.8%, while non-owner occupied CRE decreased $104.6 million, or 5.9%.
  • The Company’s exposure to these portfolios is diverse both geographically and by industry type, and remains relatively low at 15% of total assets, 24% of total loans and 188% of total bank-level regulatory capital.
  • Total business lending was comprised of 73.1% CRE and 26.9% business non-real estate lending at December 31, 2025.
  • The Company’s largest non-owner occupied CRE lending concentration by property type is multifamily at 26.5% of total CRE lending, followed by office and lodging at 10.8% and 9.6%, respectively.
  • The Company’s largest owner-occupied CRE lending concentration by industry is retail trade at 8.0% of total CRE lending, followed by real estate rental and leasing at 2.6%, and arts, entertainment, and recreation at 2.4%.
  • These collateral and industry statistics combined with no metropolitan statistical area (“MSA”) accounting for more than 14% of the CRE portfolio and a very low level of commercial real estate lending being conducted in major metropolitan areas, demonstrate the diversity of the Company’s business lending portfolio, as there are no significant industry or geographic concentrations.
  • The Company strives to generate growth in its business portfolio in a manner that adheres to its goals of maintaining strong credit quality and producing profitable margins.
  • To assist business lending customers in managing their interest rate risk, the Company enters into interest rate swaps which have associated interest rate and credit risk; for additional detail on the Company’s use of interest rate swaps, see Note S beginning on page 140 of this Form 10-K. ​ The following table presents the concentration by borrower type of the Company’s CRE loan balances as of December 31, 2025 and 2024: ​ Table 10: Concentrations of CRE Lending by Borrower Type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ Amortized ​ Percentage of Amortized ​ Percentage of ​ (000’s omitted, except percentages) ​ ​ ​ Cost ​ ​ ​ Total ​ ​ ​ Cost ​ ​ ​ Total ​ Multifamily and non-owner occupied CRE by property type: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multifamily ​ $ 917,586 ​ 26.5 % $ 724,114 21.5 % Office ​ 374,194 ​ 10.8 % ​ 368,387 11.0 % Lodging ​ 332,943 ​ 9.6 % ​ 336,221 10.0 % Commercial Construction ​ 297,038 ​ 8.6 % ​ 395,482 11.7 % Retail ​ 268,329 ​ 7.8 % ​ 256,351 7.6 % Warehouse/Industrial ​ 160,769 ​ 4.6 % ​ 149,722 4.5 % Other Lessors of CRE ​ 173,451 ​ 5.1 % ​ 200,215 6.0 % Nursing/Assisted Living ​ 52,373 ​ 1.5 % ​ 56,159 1.7 % Residential Construction ​ 3,849 ​ 0.1 % ​ 4,278 0.1 % All Other ​ 7,505 ​ 0.2 % ​ 8,284 0.2 % Total multifamily and non-owner occupied CRE ​ 2,588,037 74.8 % ​ 2,499,213 ​ 74.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner-occupied CRE by industry: ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail Trade ​ 277,213 ​ 8.0 % ​ 293,208 8.7 % Real Estate Rental and Leasing ​ 91,600 ​ 2.6 % ​ 81,802 2.4 % Arts, Entertainment and Recreation ​ 83,453 ​ 2.4 % ​ 87,709 2.6 % Health Care and Social Assistance ​ ​ 78,529 ​ 2.3 % ​ 85,151 ​ 2.5 % Other Services ​ 77,657 ​ 2.2 % ​ 81,688 2.4 % Manufacturing ​ ​ 70,735 ​ 2.0 % ​ 49,558 ​ 1.5 % Agriculture and Forestry ​ 51,081 ​ 1.5 % ​ 51,602 1.5 % Accommodation and Food Services ​ 41,398 ​ 1.2 % ​ 39,385 1.2 % Wholesale Trade ​ 22,854 ​ 0.7 % ​ 25,312 0.8 % Construction ​ 18,974 ​ 0.5 % ​ 16,791 0.5 % Transportation and Warehousing ​ 10,583 ​ 0.3 % ​ 11,547 0.3 % Professional, Scientific and Technical Services ​ 9,876 ​ 0.3 % ​ 7,603 0.2 % Educational Services ​ 5,241 ​ 0.2 % ​ 4,618 0.1 % All Other ​ 32,607 ​ 1.0 % ​ 28,809 1.0 % Total owner occupied CRE ​ 871,801 25.2 % ​ 864,783 ​ 25.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total CRE ​ $ 3,459,838 100.0 % $ 3,363,996 ​ 100.0 % ​ The following table presents the geographic concentrations of the Company’s CRE loan balances by property location (MSA) as of December 31, 2025 and 2024: ​ Table 11: Concentrations of CRE by Property Location ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ Multifamily CRE ​ Owner occupied CRE ​ Non-owner occupied CRE ​ Total CRE ​ (000’s omitted, except percentages) ​ Amortized Cost ​ Percentage of Total CRE ​ Amortized Cost ​ Percentage of Total CRE ​ Amortized Cost ​ Percentage of Total CRE ​ Amortized Cost ​ Percentage of Total CRE ​ MSA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Albany-Schenectady-Troy, NY ​ $ 97,325 ​ 2.8 % $ 102,096 ​ 3.0 % $ 250,237 ​ 7.2 % $ 449,658 13.0 % Burlington-South Burlington, VT ​ ​ 208,942 ​ 6.0 % 33,426 ​ 1.0 % 144,998 ​ 4.2 % 387,366 11.2 % Rochester, NY ​ 37,120 ​ 1.1 % ​ 98,468 ​ 2.8 % ​ 156,316 ​ 4.5 % ​ 291,904 ​ 8.4 % Buffalo-Cheektowaga, NY ​ 106,187 ​ 3.1 % 56,535 ​ 1.6 % 121,919 ​ 3.5 % 284,641 8.2 % Syracuse, NY ​ 14,123 ​ 0.4 % 80,427 ​ 2.3 % 137,027 ​ 4.0 % 231,577 6.7 % Scranton Wilkes-Barre, PA ​ 70,371 ​ 2.0 % 61,458 ​ 1.8 % 94,771 ​ 2.7 % 226,600 6.5 % Utica-Rome, NY ​ 52,965 ​ 1.5 % 42,916 ​ 1.2 % 53,718 ​ 1.6 % 149,599 4.3 % Glens Falls, NY ​ 43,332 ​ 1.3 % ​ 2,405 ​ 0.1 % ​ 19,971 ​ 0.6 % ​ 65,708 ​ 2.0 % All Other MSA - NY (1)(2) ​ 74,036 ​ 2.1 % 63,606 ​ 1.8 % 79,012 ​ 2.3 % 216,654 6.2 % All Other MSA - PA (1)(2) ​ 29,468 ​ 0.9 % 62,222 ​ 1.8 % 175,917 ​ 5.1 % 267,607 7.8 % All Other MSA (1) ​ 92,036 ​ 2.7 % 64,397 ​ 1.9 % 209,183 ​ 6.0 % 365,616 10.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-MSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NY ​ 49,930 ​ 1.4 % 157,146 ​ 4.5 % 183,374 ​ 5.3 % 390,450 11.2 % All Other Non-MSA ​ 41,751 ​ 1.2 % 46,699 ​ 1.4 % 44,008 ​ 1.3 % 132,458 3.9 % Total ​ $ 917,586 26.5 % $ 871,801 25.2 % $ 1,670,451 48.3 % $ 3,459,838 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Multifamily CRE ​ Owner occupied CRE ​ Non-owner occupied CRE ​ Total CRE ​ (000’s omitted, except percentages) ​ Amortized Cost ​ Percentage of Total CRE ​ Amortized Cost ​ Percentage of Total CRE ​ Amortized Cost ​ Percentage of Total CRE ​ Amortized Cost ​ Percentage of Total CRE ​ MSA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Albany-Schenectady-Troy, NY ​ $ 104,274 ​ 3.1 % $ 104,162 ​ 3.1 % $ 250,019 ​ 7.4 % $ 458,455 ​ 13.6 % Burlington-South Burlington, VT ​ ​ 172,602 ​ 5.1 % ​ 38,500 ​ 1.1 % ​ 153,102 ​ 4.6 % ​ 364,204 ​ 10.8 % Rochester, NY ​ 30,391 0.9 % ​ 101,207 3.0 % ​ 144,261 4.3 % ​ 275,859 8.2 % Buffalo-Cheektowaga, NY ​ 37,587 1.1 % ​ 59,919 1.8 % ​ 172,484 5.1 % ​ 269,990 8.0 % Syracuse, NY ​ 12,372 0.4 % ​ 71,519 2.1 % ​ 145,796 4.3 % ​ 229,687 6.8 % Scranton Wilkes-Barre, PA ​ 61,857 1.8 % ​ 60,603 1.8 % ​ 101,573 3.0 % ​ 224,033 6.6 % Utica-Rome, NY ​ 39,294 1.2 % ​ 35,885 1.1 % ​ 63,696 1.9 % ​ 138,875 4.2 % Ithaca, NY ​ 30,966 0.9 % ​ 12,132 0.4 % ​ 23,481 0.7 % ​ 66,579 2.0 % All Other MSA - NY (1)(2) ​ 87,605 2.6 % ​ 60,698 1.8 % ​ 107,881 3.2 % ​ 256,184 7.6 % All Other MSA - PA (1)(2) ​ 17,017 0.5 % ​ 63,142 1.9 % ​ 97,908 2.9 % ​ 178,067 5.3 % All Other MSA (1) ​ 50,505 1.5 % ​ 43,928 1.3 % ​ 249,527 7.4 % ​ 343,960 10.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-MSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NY ​ 53,690 1.6 % ​ 161,967 4.8 % ​ 198,312 5.9 % ​ 413,969 12.3 % All Other Non-MSA ​ 25,954 0.8 % ​ 51,121 1.5 % ​ 67,059 2.1 % ​ 144,134 4.4 % Total ​ $ 724,114 ​ 21.5 % $ 864,783 25.7 % $ 1,775,099 ​ 52.8 % $ 3,363,996 100.0 % (1) The MSAs within these captions are individually less than 2% of total CRE exposure.
  • Consumer mortgages increased $127.4 million, or 3.7%, between the end of 2024 and the end of 2025, driven primarily by organic growth, and includes the impact of $79.1 million of secondary market sales during 2025.
  • Home equity loans increased $56.3 million, or 11.8%, between the end of 2024 and the end of 2025, in part a result of competitive pricing and lower levels of payoffs and paydowns related to consumer mortgage refinancing in a relatively high interest rate environment, as well as $16.4 million of home equity loans acquired from Santander. ​ Consumer installment loans, both those originated directly in the branches and online (referred to as “consumer direct”) and indirectly in automobile, marine, and recreational vehicle dealerships (referred to as “consumer indirect”), increased $105.0 million, or 5.4%, from one year ago, including a $91.7 million, or 5.2%, increase in consumer indirect loans and $13.3 million, or 6.9%, increase in consumer direct loans, including the impact of the $8.4 million direct loans acquired from Santander.
  • The Company is focused on maintaining a profitable in-market and contiguous market indirect portfolio by providing competitive market offerings to its customers and pursuing the expansion of its dealer network.
  • These loans have historically provided attractive returns, and the Company strives to grow these key portfolios despite the strong competition from the financing subsidiaries of vehicle manufacturers and other financial intermediaries. ​ ​ As shown in Table 12, 17.0% of the Company’s loan portfolio matures in one year or less, 40.8% matures between one to five years, 33.0% matures between five and 15 years, and 9.2% matures after 15 years.
  • Of the loans maturing after one year, 74.1% are fixed interest rates and 25.9% are floating or adjustable rates.
  • The following table shows the maturities and type of interest rates for loans as of December 31, 2025: ​ Table 12: Maturity Distribution of Loans (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturing in ​ Maturing After ​ Maturing After ​ ​ ​ ​ ​ ​ ​ ​ One Year or ​ One but Within ​ Five but Within ​ Maturing After ​ ​ ​ (000’s omitted) ​ ​ ​ Less ​ ​ ​ Five Years ​ ​ ​ Fifteen Years ​ ​ ​ Fifteen Years ​ ​ ​ Total CRE - multifamily ​ $ 139,333 ​ $ 359,394 ​ $ 411,693 ​ $ 7,166 ​ $ 917,586 CRE - owner occupied ​ ​ 85,101 ​ ​ 366,671 ​ ​ 402,408 ​ ​ 17,621 ​ ​ 871,801 CRE - non-owner occupied ​ ​ 334,296 ​ ​ 741,931 ​ ​ 572,752 ​ ​ 21,472 ​ ​ 1,670,451 Commercial & industrial and other business loans ​ ​ 516,154 ​ ​ 498,503 ​ ​ 211,563 ​ ​ 47,809 ​ ​ 1,274,029 Consumer mortgage ​ ​ 261,194 ​ ​ 922,041 ​ ​ 1,575,220 ​ ​ 858,731 ​ ​ 3,617,186 Consumer indirect ​ ​ 433,712 ​ ​ 1,306,730 ​ ​ 118,912 ​ ​ ​ ​ 1,859,354 Consumer direct ​ ​ 58,177 ​ ​ 130,995 ​ ​ 16,423 ​ ​ ​ ​ 205,595 Home equity ​ ​ 36,199 ​ ​ 139,906 ​ ​ 307,684 ​ ​ 49,966 ​ ​ 533,755 Total ​ $ 1,864,166 ​ $ 4,466,171 ​ $ 3,616,655 ​ $ 1,002,765 ​ $ 10,949,757 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed interest rates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE - multifamily ​ ​ ​ ​ $ 187,224 ​ $ 220,747 ​ $ ​ ​ ​ CRE - owner occupied ​ ​ ​ ​ ​ 170,608 ​ ​ 79,114 ​ ​ ​ ​ ​ CRE - non-owner occupied ​ ​ ​ ​ ​ 348,851 ​ ​ 231,099 ​ ​ ​ ​ ​ Commercial & industrial and other business loans ​ ​ ​ ​ ​ 257,187 ​ ​ 123,751 ​ ​ 39,248 ​ ​ ​ Consumer mortgage ​ ​ ​ ​ ​ 879,302 ​ ​ 1,496,985 ​ ​ 820,812 ​ ​ ​ Consumer indirect ​ ​ ​ ​ ​ 1,306,730 ​ ​ 118,912 ​ ​ ​ ​ ​ Consumer direct ​ ​ ​ ​ ​ 130,908 ​ ​ 16,186 ​ ​ ​ ​ ​ Home equity ​ ​ ​ ​ ​ 111,569 ​ ​ 163,877 ​ ​ 27,367 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floating or adjustable interest rates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE - multifamily ​ ​ ​ ​ $ 172,170 ​ $ 190,946 ​ $ 6,954 ​ ​ ​ CRE - owner occupied ​ ​ ​ ​ ​ 196,063 ​ ​ 323,294 ​ ​ 17,592 ​ ​ ​ CRE - non-owner occupied ​ ​ ​ ​ ​ 393,080 ​ ​ 341,653 ​ ​ 21,472 ​ ​ ​ Commercial & industrial and other business loans ​ ​ ​ ​ ​ 241,316 ​ ​ 87,812 ​ ​ 8,561 ​ ​ ​ Consumer mortgage ​ ​ ​ ​ ​ 42,739 ​ ​ 78,235 ​ ​ 37,919 ​ ​ ​ Consumer direct ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home equity ​ ​ ​ ​ ​ 28,337 ​ ​ 143,807 ​ ​ 22,599 ​ ​ ​ Total ​ ​ ​ ​ $ 4,466,171 ​ $ 3,616,655 ​ $ 1,002,765 ​ ​ ​ (1) Scheduled repayments are reported in the maturity category in which the payment is due. ​ Asset Quality ​ The Company places a loan on nonaccrual status when the loan becomes 90 days past due, or sooner if management concludes collection of principal and interest is doubtful, except when, in the opinion of management, it is well-collateralized and in the process of collection.
  • Nonperforming loans, defined as nonaccruing loans and accruing loans 90 days or more past due, ended 2025 at $56.5 million.
  • This represents a decrease of $16.9 million from $73.4 million of nonperforming loans at the end of 2024.
  • The ratio of nonperforming loans to total loans at December 31, 2025, of 0.52% decreased 18 basis points from the prior year’s level.
  • The ratio of nonperforming assets (which includes other real estate owned, or “OREO,” in addition to nonperforming loans) to total loans plus OREO decreased to 0.59% at year-end 2025, down 14 basis points from one year earlier.
  • At December 31, 2025, OREO consisted of 42 residential properties with a total value of $2.9 million and multiple properties associated with one commercial lending relationship with an aggregate value of $5.4 million.
  • This compares to 44 residential properties with a total value of $2.8 million at December 31, 2024.
  • The decreases in nonperforming loans, the ratio of nonperforming loans to total loans and the ratio of nonperforming assets to total loans plus OREO were primarily attributable to a decrease in nonaccrual business lending loan balances, particularly due to loans from a non-owner occupied CRE lending relationship being charged off during the year and the substantial repayment of nonperforming multifamily loans from one CRE customer. ​ Approximately 35% of nonperforming loan balances at December 31, 2025 are related to the business lending portfolio, which is comprised of business loans broadly diversified by geography, collateral category and industry.
  • Of the nonperforming loans in the business lending portfolio, other business non-real estate loans represents 63% of the balances, owner-occupied commercial real estate represents 34% of the balances, multifamily represents 2% of the balances, non-owner occupied commercial real estate represents 1% of the balances. ​ Approximately 57% of the nonperforming loan balances at December 31, 2025 are related to the consumer mortgage portfolio.
  • Inflation rates have trended lower and become more stable, and the unemployment rate is relatively stable.
  • This has contributed to the credit performance in the consumer mortgage loan portfolio remaining favorable.
  • The remaining 8% of nonperforming loan balances relate to consumer installment and home equity loans, with home equity nonperforming loan levels being driven by the same factors identified for consumer mortgages.
  • Nonperforming loan levels in the consumer installment category are typically lower than the other portfolios because they are generally charged off before they reach non-performing status, and consequently the amount of non-performing consumer installment loans at the end of 2025 and 2024 were nominal.
  • The allowance for credit losses to nonperforming loans ratio, a general measure of coverage adequacy, was 156% at the end of 2025 compared to 108% at year-end 2024 and 122% at December 31, 2023.
  • The increase in this ratio from one year ago was primarily driven by the decrease in nonperforming business loans previously mentioned. ​ Total delinquencies, defined as loans 30 days or more past due or in nonaccrual status, ended 2025 at 1.10% of total loans outstanding, compared to 1.24% at the end of 2024.
  • This was primarily driven by a decrease in delinquencies in the business lending portfolio, while the remaining portfolios increased.

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  • Intangible Assets The changes in intangible assets by reportable segment for the year ended December 31, 2024 are summarized as follows: Table 9: Intangible Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions / ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Adjustments / ​ ​ ​ ​ ​ ​ Balance at (000’s omitted) December 31, 2023 Transfers (1) Amortization Impairment December 31, 2024 Banking and Corporate Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ $ 732,598 ​ $ ​ $ ​ $ ​ $ 732,598 Core deposit intangibles ​ 8,159 ​ ​ 3,011 ​ ​ 5,148 Other intangibles ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Banking and Corporate Segment ​ 741,715 ​ ​ 3,245 ​ ​ 738,470 Employee Benefit Services Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ 85,384 ​ 3,909 ​ ​ ​ 89,293 Other intangibles ​ 26,883 ​ 3,332 ​ 6,901 ​ ​ 23,314 Total Employee Benefit Services Segment ​ 112,267 ​ 7,241 ​ 6,901 ​ ​ 112,607 Insurance Services Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ 23,976 ​ 3,920 ​ ​ ​ 27,896 Other intangibles ​ 14,430 ​ 6,848 ​ 3,390 ​ ​ 17,888 Total Insurance Services Segment ​ 38,406 ​ 10,768 ​ 3,390 ​ ​ 45,784 Wealth Management Services Segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ ​ 3,438 ​ ​ ​ ​ ​ ​ ​ ​ 3,438 Other intangibles ​ ​ 2,161 ​ ​ (266) ​ ​ ​ ​ ​ ​ 1,172 Total Wealth Management Segment ​ ​ 5,599 ​ ​ (266) ​ ​ ​ ​ ​ ​ 4,610 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 897,987 ​ $ 17,743 ​ $ 14,259 ​ $ ​ $ 901,471 (1) Includes additions to goodwill of $8.3 million and other intangibles of $12.5 million for the year ended December 31, 2024. ​ Intangible assets at the end of 2024 totaled $901.5 million, an increase of $3.5 million from the prior year due to the addition of $8.3 million of goodwill and $12.3 million of other intangibles arising from acquisition activity, partially offset by $14.3 million of amortization during the year and $2.8 million related to the sale of a customer list to a former employee.
  • The additional goodwill and other intangibles recorded in 2024 resulted from the OneGroup and BPA acquisitions during 2024.
  • Goodwill at December 31, 2024 totaled $853.2 million, comprised of $732.6 million related to banking acquisitions and $120.6 million arising from the acquisition of financial services businesses.
  • The Company completed its qualitative goodwill impairment analyses as of October 1, 2024 and determined that no adjustments were necessary for the banking or financial services businesses.
  • The qualitative analysis included assessments of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events and changes in share price, as well as analyzing previous quantitative goodwill impairment analyses performed as of October 1, 2023.
  • The Company determined that the inputs, assumptions and conclusions reached remained appropriate for the purpose of the 2024 qualitative analysis, and as it was determined that it was more likely than not that no impairment existed, and therefore a quantitative analysis for 2024 was not necessary.
  • Furthermore, during 2024, 2023 and 2022, the Company performed a quarterly analysis to determine if triggering events occurred that would necessitate an interim qualitative or quantitative assessment of goodwill or other intangible impairment.
  • No triggering event or impairment was noted during these interim analyses.
  • Core deposit intangibles represent the value of acquired non-time deposits in excess of funding that could have been obtained in the capital markets.
  • These customer relationship intangibles are being amortized on an accelerated basis over periods ranging from eight to twelve years.
  • Loans Gross loans outstanding of $10.43 billion as of December 31, 2024 increased $727.8 million, or 7.5%, compared to December 31, 2023, driven by increases in all loan categories due to net organic growth.
  • The loan-to-deposit ratio was 77.6% as of December 31, 2024 compared to 75.1% at December 31, 2023.
  • The increase in the loan-to-deposit ratio was driven by the aforementioned organic loan growth while ending deposits increased $513.6 million, or 4.0%.
  • Gross loans outstanding of $9.70 billion as of December 31, 2023 increased $895.2 million, or 10.2%, compared to December 31, 2022, driven by increases in all loan categories due to net organic growth.
  • The compounded annual growth rate (“CAGR”) for the Company’s total loan portfolio between 2021 and 2024 was 12.3%.
  • The greatest overall expansion occurred in consumer indirect at a 14.1% CAGR, followed by business lending, which grew at a 13.6% CAGR, consumer mortgage at a 10.9% CAGR, consumer direct at a 7.7% CAGR, and home equity at a 6.2% CAGR.
  • The Company’s loan growth over past three years was primarily organic.
  • The weighting of the components of the Company’s loan portfolio enables it to be highly diversified.
  • Approximately 57% of loans outstanding at the end of 2024 were made to consumers borrowing on an installment, line of credit or residential mortgage loan basis while 43% of loans outstanding at the end of 2024 were associated with business lending.
  • Mortgages on commercial property combined with general-purpose business lending to commercial, industrial, non-profit and governmental customers and vehicle dealer floor plan financing is characterized as the Company’s business lending activity.
  • The total business lending portfolio increased $420.8 million, or 10.3%, in 2024 due to net organic growth.
  • During 2024, business non-real estate loans, including commercial and industrial lending, increased $140.6 million, or 14.0%, owner-occupied commercial real estate (“CRE”) increased $112.0 million, or 14.9%, multifamily increased $104.3 million, or 16.8%, and non-owner occupied CRE increased $63.9 million, or 3.7%.
  • While certain macroeconomic concerns still persist related to non-owner occupied and multifamily commercial real estate, the Company’s exposure to these portfolios remains diverse both geographically and by property type, and relatively low at 16% of total assets, 24% of total loans and 198% of total bank-level regulatory capital.
  • Commercial real estate lending represents 74.7% of the total business lending portfolio at December 31, 2024 while business non-real estate lending represents the remaining 25.3% of total business lending.
  • The Company’s largest non-owner occupied commercial real estate lending concentration by property type is multifamily at 21.5% of total CRE lending, followed by office and commercial construction at 11.7% and 11.0%, respectively.
  • The Company’s largest owner-occupied lending concentration by industry is retail trade at 8.7% of total CRE lending, followed by arts, entertainment and recreation at 2.6%, and health care and social assistance at 2.5%.
  • These collateral and industry statistics combined with no metropolitan statistical area (“MSA”) accounting for more than 14% of the CRE portfolio and a very low level of commercial real estate lending being conducted in major metropolitan areas, demonstrate the Company’s diversity in the business lending portfolio, as there are no significant property type, industry or geographic concentrations.
  • The Company strives to generate growth in its business portfolio in a manner that adheres to its goals of maintaining strong asset quality and producing profitable margins.
  • The Company intends the composition of its growth in its business lending portfolio over 2025 to be proportionally higher for business non-real estate lending than commercial real estate lending compared to what was experienced by the Company over the past several years, in order to keep CRE loans’ share of the total business portfolio relatively constant.
  • To assist business lending customers in managing their interest rate risk, the Company enters into interest rate swaps which have associated interest rate and credit risk; for additional detail on the Company’s use of interest rate swaps, see Note R beginning on page 144 of this Form 10-K.
  • The following table presents the concentration by borrower type of the Company’s CRE loan balances as of December 31, 2024 and 2023: Table 10: Concentrations of CRE Lending by Borrower Type ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ Amortized ​ Percentage of Amortized ​ Percentage of ​ (000’s omitted, except percentages) Cost Total Cost Total ​ Multifamily and non-owner occupied CRE by property type: ​ ​ ​ ​ ​ ​ ​ ​ ​ Multifamily ​ $ 724,114 21.5 % $ 619,794 ​ 20.0 % Commercial Construction ​ 395,482 11.7 % ​ 342,926 ​ 11.1 % Office ​ 368,387 11.0 % ​ 342,881 ​ 11.1 % Lodging ​ 336,221 10.0 % ​ 315,066 ​ 10.2 % Retail ​ 256,351 7.6 % ​ 262,545 ​ 8.5 % Other Lessors of CRE ​ 200,215 6.0 % ​ 244,986 ​ 7.9 % Warehouse/Industrial ​ 149,722 4.5 % ​ 129,022 ​ 4.2 % Nursing/Assisted Living ​ 56,159 1.7 % ​ 60,925 ​ 2.0 % Residential Construction ​ 4,278 0.1 % ​ 4,480 ​ 0.1 % All Other ​ 8,284 0.2 % ​ 8,367 ​ 0.4 % Total multifamily and non-owner occupied CRE ​ 2,499,213 74.3 % ​ 2,330,992 ​ 75.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Owner-occupied CRE by industry: ​ ​ ​ ​ ​ ​ Retail Trade ​ 293,208 8.7 % ​ 220,379 ​ 7.1 % Arts, Entertainment and Recreation ​ ​ 87,709 ​ 2.6 % ​ 46,386 ​ 1.5 % Health Care and Social Assistance ​ 85,151 2.5 % ​ 91,032 ​ 3.0 % Real Estate Rental and Leasing ​ 81,802 2.4 % ​ 78,931 ​ 2.6 % Other Services ​ 81,688 2.4 % ​ 72,325 ​ 2.3 % Agriculture and Forestry ​ ​ 51,602 ​ 1.5 % ​ 52,546 ​ 1.7 % Manufacturing ​ 49,558 1.5 % ​ 54,178 ​ 1.8 % Accommodation and Food Services ​ 39,385 1.2 % ​ 40,101 ​ 1.3 % Wholesale Trade ​ 25,312 0.8 % ​ 23,975 ​ 0.8 % Construction ​ 16,791 0.5 % ​ 16,162 ​ 0.5 % Transportation and Warehousing ​ 11,547 0.3 % ​ 11,385 ​ 0.4 % Professional, Scientific and Technical Services ​ 7,603 0.2 % ​ 9,244 ​ 0.3 % Educational Services ​ 4,618 0.1 % ​ 4,684 ​ 0.2 % All Other ​ 28,809 1.0 % ​ 31,446 ​ 1.0 % Total owner occupied CRE ​ 864,783 25.7 % ​ 752,774 ​ 24.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total CRE ​ $ 3,363,996 100.0 % $ 3,083,766 ​ 100.0 % ​ The following table presents the geographic concentrations of the Company’s CRE loan balances by property location (MSA) as of December 31, 2024 and 2023: Table 11: Concentrations of CRE by Property Location ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Multifamily CRE ​ Owner occupied CRE ​ Non-owner occupied CRE ​ Total CRE ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ Percentage ​ ​ ​ ​ Percentage ​ ​ ​ ​ Percentage ​ ​ ​ Amortized ​ of Total ​ Amortized ​ of Total ​ Amortized ​ of Total ​ Amortized ​ of Total ​ (000’s omitted, except percentages) Cost CRE Cost CRE Cost CRE Cost CRE MSA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Albany-Schenectady-Troy, NY ​ $ 104,274 ​ 3.1 % $ 104,162 ​ 3.1 % $ 250,019 ​ 7.4 % $ 458,455 ​ 13.6 % Burlington-South Burlington, VT ​ ​ 172,602 ​ 5.1 % ​ 38,500 ​ 1.1 % ​ 153,102 ​ 4.6 % ​ 364,204 ​ 10.8 % Rochester, NY ​ 30,391 0.9 % ​ 101,207 3.0 % ​ 144,261 4.3 % ​ 275,859 8.2 % Buffalo-Cheektowaga, NY ​ 37,587 1.1 % ​ 59,919 1.8 % ​ 172,484 5.1 % ​ 269,990 8.0 % Syracuse, NY ​ 12,372 0.4 % ​ 71,519 2.1 % ​ 145,796 4.3 % ​ 229,687 6.8 % Scranton Wilkes-Barre, PA ​ 61,857 1.8 % ​ 60,603 1.8 % ​ 101,573 3.0 % ​ 224,033 6.6 % Utica-Rome, NY ​ 39,294 1.2 % ​ 35,885 1.1 % ​ 63,696 1.9 % ​ 138,875 4.2 % Ithaca, NY ​ 30,966 0.9 % ​ 12,132 0.4 % ​ 23,481 0.7 % ​ 66,579 2.0 % All Other MSA - NY (1)(2) ​ 87,605 2.6 % ​ 60,698 1.8 % ​ 107,881 3.2 % ​ 256,184 7.6 % All Other MSA - PA (1)(2) ​ 17,017 0.5 % ​ 63,142 1.9 % ​ 97,908 2.9 % ​ 178,067 5.3 % All Other MSA (1) ​ 50,505 1.5 % ​ 43,928 1.3 % ​ 249,527 7.4 % ​ 343,960 10.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-MSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ NY ​ 53,690 1.6 % ​ 161,967 4.8 % ​ 198,312 5.9 % ​ 413,969 12.3 % All Other Non-MSA ​ 25,954 0.8 % ​ 51,121 1.5 % ​ 67,059 2.1 % ​ 144,134 4.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 724,114 21.5 % $ 864,783 25.7 % $ 1,775,099 52.8 % $ 3,363,996 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Multifamily CRE ​ Owner occupied CRE ​ Non-owner occupied CRE ​ Total CRE ​ ​ ​ ​ ​ Percentage ​ ​ ​ Percentage ​ ​ ​ Percentage ​ ​ ​ Percentage ​ ​ ​ Amortized ​ of Total ​ Amortized ​ of Total ​ Amortized ​ of Total ​ Amortized ​ of Total ​ (000’s omitted, except percentages) Cost CRE Cost CRE Cost CRE Cost CRE ​ MSA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Albany-Schenectady-Troy, NY ​ $ 52,006 ​ 1.7 % $ 90,177 ​ 2.9 % $ 267,913 ​ 8.7 % $ 410,096 ​ 13.3 % Burlington-South Burlington, VT ​ ​ 156,418 ​ 5.1 % ​ 44,862 ​ 1.5 % ​ 144,620 ​ 4.7 % ​ 345,900 ​ 11.3 % Rochester, NY ​ 24,797 ​ 0.8 % ​ 75,958 2.5 % ​ 148,831 ​ 4.8 % ​ 249,586 8.1 % Buffalo-Cheektowaga, NY ​ 34,294 ​ 1.1 % ​ 44,939 1.5 % ​ 147,422 ​ 4.8 % ​ 226,655 7.4 % Syracuse, NY ​ 12,453 ​ 0.4 % ​ 73,836 2.4 % ​ 143,448 ​ 4.7 % ​ 229,737 7.5 % Scranton Wilkes-Barre, PA ​ 61,461 ​ 2.0 % ​ 46,802 1.5 % ​ 101,553 ​ 3.3 % ​ 209,816 6.8 % Utica-Rome, NY ​ 41,126 ​ 1.3 % ​ 38,689 1.3 % ​ 48,585 ​ 1.6 % ​ 128,400 4.2 % Ithaca, NY ​ 33,810 ​ 1.1 % ​ 8,365 0.3 % ​ 23,552 ​ 0.8 % ​ 65,727 2.2 % Glens Falls, NY ​ 44,922 ​ 1.5 % ​ 2,524 0.1 % ​ 11,884 ​ 0.4 % ​ 59,330 2.0 % All Other MSA - NY (1)(2) ​ 44,269 ​ 1.4 % ​ 40,915 1.3 % ​ 98,807 ​ 3.2 % ​ 183,991 5.9 % All Other MSA - PA (1)(2) ​ 9,668 ​ 0.3 % ​ 45,611 1.5 % ​ 93,013 ​ 3.0 % ​ 148,292 4.8 % All Other MSA (1) ​ 23,355 ​ 0.8 % ​ 28,407 0.9 % ​ 220,789 ​ 7.2 % ​ 272,551 8.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-MSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NY ​ 53,550 ​ 1.7 % ​ 156,934 5.1 % ​ 210,085 ​ 6.8 % ​ 420,569 13.6 % All Other Non-MSA ​ 27,665 ​ 0.8 % ​ 54,755 1.7 % ​ 50,696 ​ 1.5 % ​ 133,116 4.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 619,794 ​ 20.0 % $ 752,774 24.5 % $ 1,711,198 ​ 55.5 % $ 3,083,766 100.0 % (1) The MSAs within these captions are individually less than 2% of total CRE exposure.
  • Consumer mortgages increased $204.8 million, or 6.2%, between the end of 2023 and the end of 2024, driven by organic growth, and includes the impact of $58.8 million of secondary market sales.
  • Home equity loans increased $30.9 million, or 6.9%, between the end of 2023 and the end of 2024, in part a result of lower levels of payoffs and paydowns related to consumer mortgage refinancing in the higher interest rate environment during the year.
  • Consumer mortgages increased $272.5 million, or 9.0%, between the end of 2022 and the end of 2023, driven by organic growth, and includes the impact of selling $6.1 million of consumer mortgage production in the secondary market.
  • Home equity loans increased $12.5 million, or 2.9%, between the end of 2022 and the end of 2023.
  • The growth in consumer mortgages and home equity loans was driven by the same factors indicated above that influenced the growth in 2024.
  • Consumer installment loans, both those originated directly in the branches and online (referred to as “consumer direct”) and indirectly in automobile, marine, and recreational vehicle dealerships (referred to as “consumer indirect”), increased $71.3 million, or 3.8%, from one year ago, including a $64.2 million, or 3.8%, increase in consumer indirect loans and $7.1 million, or 3.8%, increase in consumer direct loans.
  • The increases were primarily due to the Company offering competitive pricing, benefitting from reduced participation by certain competitors and capturing an increased share of the sales volumes that existed in its market area and dealer network, which resulted in growth in the Company’s consumer installment portfolio.
  • During 2023, consumer installment loans increased $171.4 million, or 10.0%, from one year prior, including a $163.8 million, or 10.6%, increase in consumer indirect loans and a $7.6 million, or 4.3%, increase in consumer direct loans, reflective of the same factors noted above.
  • Although the consumer indirect loan market is highly competitive, the Company is focused on maintaining a profitable in-market and contiguous market indirect portfolio, while continuing to pursue the expansion of its dealer network.

and 691 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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