NATIONAL BANK HOLDINGS CORP_September 30, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

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

For the transition period from to

Commission File Number: 001-35654

NATIONAL BANK HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		27-0563799
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111

(Address of principal executive offices) (Zip Code)

Registrant’s telephone, including area code: (303) 892-8715

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


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Class A Common Stock, Par Value $0.01	NBHC	NYSE

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

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

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


Large accelerated filer	⌧	Accelerated filer	◻
Non-accelerated filer	◻	Smaller reporting company	☐
		Emerging growth company	☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October 24, 2025, the registrant had outstanding 37,819,914 shares of Class A voting common stock, each with $0.01 par value per share, excluding 312,144 shares of restricted Class A common stock issued but not yet vested.

6
		Page
Part I. Financial Information

Item 1.	Financial Statements (Unaudited)	6

	Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024	6

	Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	7

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024	8

	Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024	9

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	10

	Notes to Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79

Item 4.	Controls and Procedures	79

Part II. Other Information

Item 1.	Legal Proceedings	80

Item 1A.	Risk Factors	80

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81

Item 5.	Other Information	81

Item 6.	Exhibits	82

Table of Contents

GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS


2023 Plan	2023 Omnibus Incentive Plan	FTE	Fully taxable equivalent
ACL	Allowance for credit losses	GAAP	Generally accepted accounting principles
AFS	Available-for-sale	GDP	Gross domestic product
AIR	Accrued interest receivable	GNMA	Government National Mortgage Association
AOCI	Accumulated other comprehensive income (loss)	GSE	Government sponsored enterprises
ASC	Accounting Standards Codification	HPI	Home price index
ASU	Accounting Standards Update	HTM	Held-to-maturity
ATM	Automated Teller Machine	ISDA	International Swaps and Derivative Association
Banks	NBH Bank and Bank of Jackson Hole Trust, collectively	MBS	Mortgage-backed securities
BOJH	Bank of Jackson Hole	MSR	Mortgage servicing right
BOJHT	Bank of Jackson Hole Trust	NBHC or the Company	National Bank Holdings Corporation
Cambr	Cambr Solutions, LLC	NCO	Net charge-offs
CECL	Current expected credit loss	OCI	Other Comprehensive Income
CRE	Commercial real estate	OREO	Other real estate owned
DCF	Discounted cash flow	PSU	Performance stock unit
EPS	Earnings Per Share	ROTA	Return on tangible assets
ESPP	Employee Stock Purchase Plan	S&P	Standard and Poor's
FASB	Financial Accounting Standards Board	SBA	Small Business Administration
FDIC	Federal Deposit Insurance Corporation	SEC	Securities and Exchange Commission
FHA	Federal Housing Administration	SOFR	Secured overnight financing rate
FHLB	Federal Home Loan Bank	TDMs	Troubled debt modifications
FHLMC	Federal Home Loan Mortgage Corporation	Transaction deposits	Demand, savings, and money market deposits
Fintech	Financial technology	TSR	Total shareholder return
FNMA	Federal National Mortgage Association	Vista	Vista Bancshares, Inc.
FRB	Federal Reserve Bank

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are often, but not always, identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately, ” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. For example, our forward-looking statements include, without limitation, statements regarding our business plans, expectations, or opportunities for growth; the proposed acquisition of Vista; our anticipated financial performance, expenses, cash requirements and sources of liquidity; and our capital allocation strategies and plans. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects.

Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements and, therefore, you are cautioned not to place undue reliance on such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

●

our ability to obtain required regulatory or shareholder approvals, which could be delayed due to, among other things, the current U.S. Federal government shutdown, or meet other closing conditions, to complete the acquisition of Vista when expected or at all, and to realize the anticipated benefits of the proposed transaction;

●

business and economic conditions along with external events both generally and in the financial services industry;

●

susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate;

●

insufficiency of the allowance for credit losses and fair value adjustments to absorb losses in our loan portfolio;

●

our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs;

●

changes and uncertainty impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary and fiscal policies, and the volatility of trading markets;

●

changes in the fair value of our investment securities and the ability of companies in which we invest to commercialize their technology or product concepts;

●

the loss of certain executive officers and key personnel;

●

any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers;

●

the occurrence of fraud or other financial crimes within our business;

●

competition from other financial institutions and financial services providers and the effects of disintermediation within the banking business including consolidation within the industry;

●

changes and uncertainty with respect to federal government lending programs like the SBA’s Preferred Lender Program and the FHA’s insurance programs, including the impact of the government shutdown on such programs;

●

impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors;

●

developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security;

Table of Contents

●

our ability to execute our organic growth and acquisition strategies;

●

the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down;

●

changes and uncertainty with respect to federal, state and local laws, regulations, and policies along with executive orders applicable to our business, including tax laws, tariff policies, and Federal Reserve interest rate policies;

●

our ability to comply with and manage costs related to extensive government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions;

●

the application of any increased assessment rates imposed by the FDIC;

●

claims or legal action brought against us by third parties or government agencies; and

●

other factors, risks, trends and uncertainties described under “Part I, Item 1. Business,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the SEC.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1: FINANCIAL STATEMENTS.

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition (Unaudited)

(In thousands, except share and per share data)


	September 30, 2025		December 31, 2024
ASSETS
Cash and cash equivalents	$	555,560	$	127,848
Investment securities available-for-sale (at fair value)		612,719		527,547
Investment securities held-to-maturity (fair value of $630,802 and $451,386 at September 30, 2025 and December 31, 2024, respectively)		689,486		533,108
Other securities		80,526		76,462
Loans		7,429,501		7,751,143
Allowance for credit losses		(88,280)		(94,455)
Loans, net		7,341,221		7,656,688
Loans held for sale		22,252		24,495
Other real estate owned		658		662
Premises and equipment, net		211,436		196,773
Goodwill		306,043		306,043
Intangible assets, net		50,331		58,432
Other assets		282,454		299,635
Total assets	$	10,152,686	$	9,807,693
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing demand deposits	$	2,255,495	$	2,213,685
Interest bearing demand deposits		1,223,602		1,411,860
Savings and money market		3,832,460		3,592,312
Time deposits		1,160,123		1,020,036
Total deposits		8,471,680		8,237,893
Securities sold under agreements to repurchase		21,303		18,895
Long-term debt, net		54,743		54,511
Federal Home Loan Bank advances		—		50,000
Other liabilities		230,031		141,319
Total liabilities		8,777,757		8,502,618
Shareholders’ equity:
Common stock, par value $0.01 per share: 400,000,000 shares authorized; 51,487,888 and 51,487,888 shares issued; and 37,815,589 and 38,054,482 shares outstanding at September 30, 2025 and December 31, 2024, respectively		515		515
Additional paid-in capital		1,169,982		1,167,431
Retained earnings		568,276		508,864
Treasury stock of 13,340,349 and 13,141,392 shares at September 30, 2025 and December 31, 2024, respectively, at cost		(312,873)		(301,694)
Accumulated other comprehensive loss, net of tax		(50,971)		(70,041)
Total shareholders’ equity		1,374,929		1,305,075
Total liabilities and shareholders’ equity	$	10,152,686	$	9,807,693

See accompanying notes to the consolidated interim financial statements.

Table of Contents

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)


	For the three months ended				For the nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Interest and dividend income:
Interest and fees on loans	$	120,132	$	129,566	$	360,577	$	377,167
Interest and dividends on investment securities		9,992		7,476		28,563		21,613
Dividends on other securities		409		405		1,355		1,398
Interest on interest bearing bank deposits		1,705		556		2,926		2,004
Total interest and dividend income		132,238		138,003		393,421		402,182
Interest expense:
Interest on deposits		42,886		49,366		125,998		141,580
Interest on borrowings		1,152		984		5,123		5,345
Total interest expense		44,038		50,350		131,121		146,925
Net interest income before provision for credit losses		88,200		87,653		262,300		255,257
Provision (release) for credit loss expense		(1,500)		2,000		8,700		4,776
Net interest income after provision for credit losses		89,700		85,653		253,600		250,481
Non-interest income:
Service charges		4,340		4,912		12,585		13,598
Bank card fees		4,505		4,832		13,431		14,292
Mortgage banking income		2,895		2,981		8,757		8,932
Bank-owned life insurance income		795		759		2,335		2,228
Other non-interest income		8,156		4,905		16,025		11,062
Total non-interest income		20,691		18,389		53,133		50,112
Non-interest expense:
Salaries and benefits		37,779		37,331		109,887		110,784
Occupancy and equipment		12,383		9,697		32,656		29,758
Data processing		4,751		4,398		13,604		12,581
Marketing and business development		948		1,091		2,862		2,836
FDIC deposit insurance		1,041		1,297		3,357		4,073
Bank card expenses		1,033		1,176		3,404		3,916
Professional fees		3,249		2,111		6,352		5,463
Other non-interest expense		4,116		5,084		14,202		14,698
Other intangible assets amortization		1,946		1,977		5,870		5,962
Total non-interest expense		67,246		64,162		192,194		190,071
Income before income taxes		43,145		39,880		114,539		110,522
Income tax expense		7,860		6,775		21,001		19,891
Net income	$	35,285	$	33,105	$	93,538	$	90,631
Earnings per share—basic	$	0.92	$	0.86	$	2.44	$	2.37
Earnings per share—diluted		0.92		0.86		2.43		2.36
Common stock dividend		0.30		0.28		0.89		0.83
Weighted average number of common shares outstanding:
Basic		37,911,643		38,277,042		38,018,090		38,173,469
Diluted		38,034,473		38,495,091		38,142,300		38,368,011

See accompanying notes to the consolidated interim financial statements.

Table of Contents

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	For the three months ended				For the nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income	$	35,285	$	33,105	$	93,538	$	90,631
Other comprehensive income, net of tax:
Securities available-for-sale:
Net unrealized gains arising during the period, net of tax expense of $1,460 and $5,847 for the three months ended September 30, 2025 and 2024, respectively; and net of tax expense of $5,714 and $4,632 for the nine months ended September 30, 2025 and 2024, respectively		4,812		16,779		18,440		13,411
Less: amortization of net unrealized holding gains to income, net of tax benefit of $1 and $5 for the three months ended September 30, 2025 and 2024, respectively; and net of tax benefit of $5 and $20 for the nine months ended September 30, 2025 and 2024, respectively		(2)		(16)		(15)		(61)
Cash flow hedges:
Net unrealized gains arising during the period, net of tax expense of $54 and $376 for the three months ended September 30, 2025 and 2024, respectively; and net of tax expense of $429 and $209 for the nine months ended September 30, 2025 and 2024, respectively		177		1,150		1,398		645
Less: reclassification adjustment for (gains) losses included in net income, net of tax expense (benefit) of $14 and ($8) for the three months ended September 30, 2025 and 2024, respectively; and net of tax expense of $228 and $24 for the nine months ended September 30, 2025 and 2024, respectively		(46)		27		(753)		(79)
Other comprehensive income		4,941		17,940		19,070		13,916
Comprehensive income	$	40,226	$	51,045	$	112,608	$	104,547

See accompanying notes to the consolidated interim financial statements.

Table of Contents

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share and per share data)


	For the three months ended September 30,
									Accumulated
			Additional						other
	Common		paid-in		Retained		Treasury		comprehensive
	stock		capital		earnings		stock		income, net		Total
Balance, June 30, 2024	$	515	$	1,161,804	$	469,630	$	(303,880)	$	(80,425)	$	1,247,644
Net income		—		—		33,105		—		—		33,105
Stock-based compensation		—		2,002		—		—		—		2,002
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $2,173, net		—		589		—		1,603		—		2,192
Cash dividends declared ($0.28 per share)		—		—		(10,886)		—		—		(10,886)
Other comprehensive income		—		—		—		—		17,940		17,940
Balance, September 30, 2024	$	515	$	1,164,395	$	491,849	$	(302,277)	$	(62,485)	$	1,291,997
Balance, June 30, 2025	$	515	$	1,167,719	$	544,428	$	(304,254)	$	(55,912)	$	1,352,496
Net income		—		—		35,285		—		—		35,285
Stock-based compensation		—		2,145		—		—		—		2,145
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $280, net		—		118		—		185		—		303
Repurchase of 240,000 shares		—		—		—		(8,804)		—		(8,804)
Cash dividends declared ($0.30 per share)		—		—		(11,437)		—		—		(11,437)
Other comprehensive income		—		—		—		—		4,941		4,941
Balance, September 30, 2025	$	515	$	1,169,982	$	568,276	$	(312,873)	$	(50,971)	$	1,374,929


	For the nine months ended September 30,
									Accumulated
			Additional						other
	Common		paid-in		Retained		Treasury		comprehensive
	stock		capital		earnings		stock		income, net		Total
Balance, December 31, 2023	$	515	$	1,162,269	$	433,126	$	(306,702)	$	(76,401)	$	1,212,807
Net income		—		—		90,631		—		—		90,631
Stock-based compensation		—		5,666		—		—		—		5,666
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $6,163, net		—		(3,540)		—		4,425		—		885
Cash dividends declared ($0.83 per share)		—		—		(31,908)		—		—		(31,908)
Other comprehensive income		—		—		—		—		13,916		13,916
Balance, September 30, 2024	$	515	$	1,164,395	$	491,849	$	(302,277)	$	(62,485)	$	1,291,997
Balance, December 31, 2024	$	515	$	1,167,431	$	508,864	$	(301,694)	$	(70,041)	$	1,305,075
Net income		—		—		93,538		—		—		93,538
Stock-based compensation		—		5,840		—		—		—		5,840
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $4,452, net		—		(3,289)		—		1,862		—		(1,427)
Repurchase of 359,300 shares		—		—		—		(13,041)		—		(13,041)
Cash dividends declared ($0.89 per share)		—		—		(34,126)		—		—		(34,126)
Other comprehensive income		—		—		—		—		19,070		19,070
Balance, September 30, 2025	$	515	$	1,169,982	$	568,276	$	(312,873)	$	(50,971)	$	1,374,929

See accompanying notes to the consolidated interim financial statements.

Table of Contents

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	For the nine months ended September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	93,538	$	90,631
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit loss expense		8,700		4,776
Depreciation and amortization		19,832		17,881
Change in current income tax receivable		(1,710)		634
Change in deferred income taxes		19,451		7,641
Discount accretion, net of premium amortization on securities		(1,994)		(1,200)
Gain on sale of mortgages, net		(7,234)		(7,711)
Origination of loans held for sale, net of repayments		(260,886)		(253,078)
Proceeds from sales of loans held for sale		270,363		261,881
Originations of mortgage servicing rights		(146)		(258)
Proceeds from sales of mortgage servicing rights		2,360		—
Gain on sale of mortgage servicing rights		(646)		—
Gain on sale of fixed assets		(1,584)		(637)
Stock-based compensation		5,840		5,666
Operating lease payments		(4,904)		(4,909)
Change in other assets		(8,988)		(13,761)
Change in other liabilities		(7,630)		1,285
Net cash provided by operating activities		124,362		108,841
Cash flows from investing activities:
Proceeds from other securities		48,029		42,559
Proceeds from maturities and paydowns of investment securities available-for-sale		100,403		137,632
Proceeds from maturities and paydowns of investment securities held-to-maturity		104,985		47,385
Proceeds from sales of other real estate owned		269		2,462
Purchases of other securities		(49,949)		(26,238)
Purchases of investment securities available-for-sale		(164,656)		(199,079)
Purchases of investment securities held-to-maturity		(260,257)		—
Purchases of premises and equipment, net		(21,907)		(26,375)
Net decrease (increase) in loans		380,473		(34,044)
Proceeds from the sale of loans		28,531		—
Net cash provided by (used in) investing activities		165,921		(55,698)
Cash flows from financing activities:
Net increase in deposits		233,813		306,464
Net increase (decrease) in repurchase agreements and other short-term borrowings		2,408		(110)
Net payments to the Federal Home Loan Bank		(50,000)		(340,000)
Issuance of stock under purchase and equity compensation plans		(1,509)		(1,205)
Proceeds from exercise of stock options		10		2,008
Payment of dividends		(34,252)		(31,830)
Repurchase of common stock		(13,041)		—
Net cash provided by (used in) financing activities		137,429		(64,673)
Increase (decrease) in cash and cash equivalents		427,712		(11,530)
Cash and cash equivalents at beginning of the year		127,848		192,326
Cash and cash equivalents at end of period	$	555,560	$	180,796
Supplemental disclosure of cash flow information during the period:
Cash paid for interest	$	127,638	$	141,120
Net tax payments		9,176		16,413
Supplemental schedule of non-cash activities:
Increase in loans purchased but not settled	$	101,661	$	—
Loans transferred from loans held for sale to loans		—		997

See accompanying notes to the consolidated interim financial statements.

Table of Contents

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 30, 2025

Note 1 Basis of Presentation

National Bank Holdings Corporation is a bank holding company that has elected financial holding company status and was incorporated in the State of Delaware in 2009. The Company is headquartered in Greenwood Village, Colorado, and its primary operations are conducted through its wholly owned subsidiaries NBH Bank and BOJHT. NBH Bank is a Colorado state-chartered bank and a member of the Federal Reserve System, and BOJHT is a Wyoming state-chartered bank and a member of the Federal Reserve System. The Company provides a variety of banking products to both commercial and consumer clients through a network of over 90 banking centers, as of September 30, 2025, located primarily in Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho, as well as through online and mobile banking products and services.

The accompanying interim unaudited consolidated financial statements serve to update the National Bank Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2024 and include the accounts of the Company and its wholly owned subsidiaries, NBH Bank, BOJHT and 2UniFi, LLC. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP and, where applicable, with general practices in the banking industry or guidelines prescribed by bank regulatory agencies. However, they may not include all information and notes necessary to constitute a complete set of financial statements under GAAP applicable to annual periods and accordingly should be read in conjunction with the financial information contained in the Company’s most recent Form 10-K. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results presented. All such adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior years’ amounts are made whenever necessary to conform to current period presentation. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the full year or any other interim period. All amounts are in thousands, except share data, or as otherwise noted.

GAAP requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities. By their nature, estimates are based on judgment and available information. Management has made significant estimates in certain areas, such as the fair values of financial instruments, contingent liabilities and the ACL. Because of the inherent uncertainties associated with any estimation process and future changes in market and economic conditions, it is possible that actual results could differ significantly from those estimates.

During the current period, the balance sheet caption previously titled ‘Non-marketable securities’ was retitled as ‘Other securities’ without effect to the financial statements beyond the retitle.

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in note 2 of the audited financial statements and notes for the year ended December 31, 2024 and are contained in the Company’s Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2024.

Note 2 Recent Accounting Pronouncements

The Company has not adopted any recent accounting pronouncements in addition to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, except for the following:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires public business entities to disclose specific categories related to rate reconciliation. It also requires more detailed information for reconciling items, provided certain quantitative thresholds are met. The amendments in this update will be applied on a prospective basis and are effective for fiscal years beginning after December 15, 2024. The update will not have a material impact on its financial statements apart from the inclusion of additional disclosures.

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update improves GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profit interest award

Table of Contents

should be accounted for in accordance with Topic 718. The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company adopted ASU 2024-01 on January 1, 2025 with no material impact to its financial statements.

Note 3 Investment Securities

The Company’s investment securities portfolio is comprised of available-for-sale and held-to-maturity investment securities. These investment securities totaled $1.3 billion at September 30, 2025 and included $0.6 billion of available-for-sale securities and $0.7 billion of held-to-maturity securities. At December 31, 2024, investment securities totaled $1.0 billion and included $0.5 billion of available-for-sale securities and $0.5 billion of held-to-maturity securities.

Available-for-sale

Available-for-sale securities are summarized as follows as of the dates indicated:


	September 30, 2025
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	72,930	$	1,032	$	—	$	73,962
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		229,757		1,113		(22,353)		208,517
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		373,555		640		(46,668)		327,527
Corporate debt		2,000		—		(10)		1,990
Other securities		723		—		—		723
Total investment securities available-for-sale	$	678,965	$	2,785	$	(69,031)	$	612,719


	December 31, 2024
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	24,958	$	—	$	(84)	$	24,874
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		164,785		53		(29,793)		135,045
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		425,476		432		(60,970)		364,938
Corporate debt		2,000		—		(38)		1,962
Other securities		728		—		—		728
Total investment securities available-for-sale	$	617,947	$	485	$	(90,885)	$	527,547

During the nine months ended September 30, 2025 and 2024, purchases of available-for-sale securities totaled $164.7 million and $199.1 million, respectively. Maturities and paydowns of available-for-sale securities during the nine months ended September 30, 2025 and 2024 totaled $100.4 million and $137.6 million, respectively. There were no sales of available-for-sale securities during the nine months ended September 30, 2025 or 2024.

At September 30, 2025 and December 31, 2024, the Company’s available-for-sale investment portfolio was primarily comprised of U.S. Treasury securities and mortgage-backed securities. All mortgage-backed securities were backed by GSE collateral such as FHLMC and FNMA and the government-owned agency GNMA.

Table of Contents

The tables below summarize the available-for-sale securities with unrealized losses, along with the length of time they have been in an unrealized loss position, as of the dates shown:


	September 30, 2025
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises	$	17,480	$	(39)	$	126,521	$	(22,314)	$	144,001	$	(22,353)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		6,367		(12)		250,580		(46,656)		256,947		(46,668)
Corporate debt		—		—		1,990		(10)		1,990		(10)
Total	$	23,847	$	(51)	$	379,091	$	(68,980)	$	402,938	$	(69,031)


	December 31, 2024
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	24,874	$	(84)	$	24,874	$	(84)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		—		132,935		(29,793)		132,935		(29,793)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		41,426		(95)		264,621		(60,875)		306,047		(60,970)
Corporate debt		—		—		1,963		(38)		1,963		(38)
Total	$	41,426	$	(95)	$	424,393	$	(90,790)	$	465,819	$	(90,885)

Management regularly monitors the investment securities portfolio in its entirety and further evaluates all of the available-for-sale securities in an unrealized loss position at each reporting period. The portfolio included 168 securities which were in an unrealized loss position at September 30, 2025, compared to 180 securities at December 31, 2024. The unrealized losses in the Company’s investment portfolio at September 30, 2025 were caused by changes in interest rates. The Company has no intention to sell these securities and believes it will not be required to sell the securities before the recovery of their amortized cost. Management believes that default of the available-for-sale securities is highly unlikely. FHLMC, FNMA and GNMA guaranteed mortgage-backed securities and U.S. Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk.

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB, if needed. The fair value of available-for-sale investment securities pledged as collateral totaled $140.8 million and $238.6 million at September 30, 2025 and at December 31, 2024, respectively. The Company may also pledge available-for-sale investment securities as collateral for FHLB advances. No securities were pledged for this purpose at September 30, 2025 or December 31, 2024.

Table of Contents

A summary of the available-for-sale securities by maturity is shown in the following table as of September 30, 2025. Mortgage-backed securities may have actual maturities that differ from contractual maturities depending on the repayment characteristics and experience of the underlying financial instruments and are therefore not included in the table below. The Company holds other available-for-sale securities with an amortized cost and fair value of $0.7 million as of September 30, 2025 that have no stated contractual maturity date.


	September 30, 2025
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
After one but within five years	$	72,930	$	73,962	4.35%
Corporate debt
After one but within five years		2,000		1,990	9.68%

As of September 30, 2025 and December 31, 2024, AIR from available-for-sale investment securities totaled $1.5 million and $1.3 million, respectively, and was included within other assets in the consolidated statements of financial condition.

Held-to-maturity

Held-to-maturity investment securities are summarized as follows as of the dates indicated:


	September 30, 2025
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	24,840	$	—	$	(120)	$	24,720
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		244,916		469		(25,682)		219,703
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		419,730		2,008		(35,359)		386,379
Total investment securities held-to-maturity	$	689,486	$	2,477	$	(61,161)	$	630,802


	December 31, 2024
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	49,639	$	—	$	(480)	$	49,159
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		271,105		51		(36,870)		234,286
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		212,364		—		(44,423)		167,941
Total investment securities held-to-maturity	$	533,108	$	51	$	(81,773)	$	451,386

During the nine months ended September 30, 2025, purchases of held-to-maturity securities totaled $260.3 million. There were no purchases of held-to-maturity securities during the nine months ended September 30, 2024. Maturities and paydowns of held-to-maturity securities totaled $105.0 million and $47.4 million during the nine months ended September 30, 2025 and 2024, respectively.

Table of Contents

The held-to-maturity portfolio included 112 securities which were in an unrealized loss position as of September 30, 2025, compared to 160 securities at December 31, 2024. The tables below summarize the held-to-maturity securities with unrealized losses, along with the length of time they have been in an unrealized loss position, as of the dates shown:


	September 30, 2025
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	24,720	$	(120)	$	24,720	$	(120)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		10,245		(26)		174,132		(25,656)		184,377		(25,682)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		—		147,427		(35,359)		147,427		(35,359)
Total	$	10,245	$	(26)	$	346,279	$	(61,135)	$	356,524	$	(61,161)


	December 31, 2024
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury securities	$	—	$	—	$	49,159	$	(480)	$	49,159	$	(480)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		45,427		(880)		185,558		(35,990)		230,985		(36,870)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		2,818		(51)		165,123		(44,372)		167,941		(44,423)
Total	$	48,245	$	(931)	$	399,840	$	(80,842)	$	448,085	$	(81,773)

The Company does not measure expected credit losses on a financial asset, or group of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero. Management evaluated held-to-maturity securities noting they are backed by loans guaranteed by either U.S. government agencies or U.S. government sponsored entities, and management believes that default is highly unlikely given this governmental backing and long history without credit losses. Additionally, management notes that yields on which the portfolio generally trades are based upon market views of prepayment and liquidity risk and not credit risk. The Company has no intention to sell any held-to-maturity securities and believes it will not be required to sell any held-to-maturity securities before the recovery of their amortized cost.

The table below summarizes the credit quality indicators, by amortized cost, of held-to-maturity securities as of the dates shown:


	September 30, 2025		December 31, 2024
	AA+		AA+
U.S. Treasury securities	$	24,840	$	49,639
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		244,916		271,105
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		419,730		212,364
Total investment securities held-to-maturity	$	689,486	$	533,108

Certain securities are pledged as collateral for public deposits, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB, if needed. The carrying value of held-to-maturity investment securities pledged as collateral totaled $531.6 million and $500.5 million at September 30, 2025 and December 31, 2024, respectively. The Company may also pledge held-to-maturity investment securities as collateral for FHLB advances. No held-to-maturity investment securities were pledged for this purpose at September 30, 2025 or December 31, 2024.

Table of Contents

A summary of the held-to-maturity securities by maturity is shown in the following table as of September 30, 2025. Actual maturities of mortgage-backed securities may differ from scheduled maturities depending on the repayment characteristics and experience of the underlying financial instruments and are therefore not included in the table below.


	September 30, 2025
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
Within one year	$	24,840	$	24,720	3.10%

As of September 30, 2025 and December 31, 2024, AIR from held-to-maturity investment securities totaled $1.7 million and $0.9 million, respectively, and was included within other assets in the consolidated statements of financial condition.

Note 4 Other Securities

The carrying balances of other securities are summarized as follows as of the dates indicated:


	September 30, 2025		December 31, 2024
Federal Reserve Bank stock	$	24,062	$	24,062
Federal Home Loan Bank stock		573		3,922
Convertible preferred stock		18,508		20,508
Equity method investments		33,270		27,970
Equity securities with readily determinable fair values		4,113		—
Total	$	80,526	$	76,462

Other securities included FRB stock, FHLB stock, convertible preferred stock, equity method investments and equity securities with readily determinable fair values. During the nine months ended September 30, 2025, purchases of other securities totaled $50.0 million, and proceeds from redemptions and sales of other securities totaled $48.0 million. During the nine months ended September 30, 2024, purchases of other securities totaled $26.2 million, and proceeds from redemptions and sales of other securities totaled $42.6 million. Purchases consisted primarily of FHLB stock, and proceeds consisted primarily of redemptions of FHLB stock. Changes in the Company’s FHLB stock holdings directly correlate to FHLB line of credit advances and paydowns.

FRB and FHLB stock

At September 30, 2025 and December 31, 2024, the Company held FRB stock and FHLB stock for regulatory or debt facility purposes. These are restricted securities which, lacking a market, are carried at cost. There have been no identified events or changes in circumstances that may have an adverse effect on the FRB and FHLB stock carried at cost.

Convertible preferred stock

Other securities include convertible preferred stock without a readily determinable fair value. During the three and nine months ended September 30, 2025, there were no purchases of convertible preferred stock. One convertible preferred stock investment underwent an initial public offering and was reclassified as an equity security with a readily determinable fair value during the third quarter of 2025. The Company purchased zero and $0.4 million of convertible preferred stock during the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2024, the Company recorded $3.9 million of impairment on convertible preferred stock related to venture capital investments, included in other non-interest income in the Company’s consolidated statements of operations. The Company also sold convertible preferred stock totaling $1.0 million, during the three and nine months ended September 30, 2024, which generated realized gains of $0.1 million recorded in other non-interest income in the Company’s consolidated statements of operations.

Equity method investments

Other securities also include equity method investments totaling $33.3 million and $28.0 million at September 30, 2025 and December 31, 2024, respectively. The increase was primarily due to a $5.0 million investment in Nav, a credit and financial health platform for small business owners. The Company recorded net unrealized gains on equity method investments totaling $1.7 million during the

Table of Contents

three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company recorded net unrealized gains on equity method investments totaling $0.4 million and $0.7 million, respectively. These gains and losses were recorded in other non-interest income in the Company’s consolidated statements of operations. The Company recorded no impairment related to equity method investments for the nine months ended September 30, 2025 or the year ended December 31, 2024.

Equity securities with readily determinable fair values

During the three and nine months ended September 30, 2025, one convertible preferred stock investment underwent an initial public offering and was reclassified as an equity security with a readily determinable fair value totaling $4.1 million at September 30, 2025. Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Unrealized gains or losses on equity securities with readily determinable fair values are recognized in other non-interest income in the Company’s consolidated statements of operations. During the three and nine months ended September 30, 2025, the Company recorded $2.1 million of unrealized gains from equity securities with readily determinable fair values.

Note 5 Loans

The loan portfolio is comprised of loans originated by the Company and loans that were acquired in connection with the Company’s acquisitions. The tables below show the loan portfolio composition including carrying value by segment as of the dates shown. The carrying value of loans is net of discounts, fees, costs and fair value marks of $22.4 million and $30.1 million as of September 30, 2025 and December 31, 2024, respectively.


	September 30, 2025
	Total loans		% of total
Commercial	$	4,580,318	61.6%
Commercial real estate non-owner occupied		1,639,877	22.1%
Residential real estate		1,196,194	16.1%
Consumer		13,112	0.2%
Total	$	7,429,501	100.0%


	December 31, 2024
	Total loans		% of total
Commercial	$	4,670,430	60.2%
Commercial real estate non-owner occupied		1,812,338	23.4%
Residential real estate		1,253,838	16.2%
Consumer		14,537	0.2%
Total	$	7,751,143	100.0%

Table of Contents

Information about delinquent and non-accrual loans is shown in the following tables at September 30, 2025 and December 31, 2024:


	September 30, 2025
			Greater
	30-89 days		than 90 days				Total past
	past due and		past due and		Non-accrual		due and
	accruing		accruing		loans		non-accrual		Current		Total loans
Commercial:
Commercial and industrial	$	7,113	$	3,926	$	14,617	$	25,656	$	1,947,004	$	1,972,660
Municipal and non-profit		—		—		—		—		1,189,936		1,189,936
Owner occupied commercial real estate		2,384		2,270		5,561		10,215		1,166,061		1,176,276
Food and agribusiness		2,039		5,921		587		8,547		232,899		241,446
Total commercial		11,536		12,117		20,765		44,418		4,535,900		4,580,318
Commercial real estate non-owner occupied:
Construction		—		—		—		—		205,338		205,338
Acquisition/development		—		—		337		337		54,071		54,408
Multifamily		—		—		—		—		300,250		300,250
Non-owner occupied		155		—		—		155		1,079,726		1,079,881
Total commercial real estate non-owner occupied		155		—		337		492		1,639,385		1,639,877
Residential real estate:
Senior lien		1,913		3		5,136		7,052		1,110,667		1,117,719
Junior lien		537		—		410		947		77,528		78,475
Total residential real estate		2,450		3		5,546		7,999		1,188,195		1,196,194
Consumer		147		—		67		214		12,898		13,112
Total loans	$	14,288	$	12,120	$	26,715	$	53,123	$	7,376,378	$	7,429,501


	September 30, 2025
	Non-accrual loans		Non-accrual loans
	with a related		with no related
	allowance for		allowance for		Non-accrual
	credit loss		credit loss		loans
Commercial:
Commercial and industrial	$	8,794	$	5,823	$	14,617
Owner occupied commercial real estate		3,735		1,826		5,561
Food and agribusiness		1		586		587
Total commercial		12,530		8,235		20,765
Commercial real estate non-owner occupied:
Acquisition/development		46		291		337
Total commercial real estate non-owner occupied		46		291		337
Residential real estate:
Senior lien		3,442		1,694		5,136
Junior lien		410		—		410
Total residential real estate		3,852		1,694		5,546
Consumer		67		—		67
Total loans	$	16,495	$	10,220	$	26,715

Table of Contents


	December 31, 2024
			Greater
	30-89 days		than 90 days				Total past
	past due and		past due and		Non-accrual		due and
	accruing		accruing		loans		non-accrual		Current		Total loans
Commercial:
Commercial and industrial	$	20,290	$	5,492	$	21,950	$	47,732	$	1,948,093	$	1,995,825
Municipal and non-profit		—		—		—		—		1,107,142		1,107,142
Owner occupied commercial real estate		1,611		9,447		195		11,253		1,252,891		1,264,144
Food and agribusiness		—		—		587		587		302,732		303,319
Total commercial		21,901		14,939		22,732		59,572		4,610,858		4,670,430
Commercial real estate non-owner occupied:
Construction		—		—		—		—		250,335		250,335
Acquisition/development		—		—		—		—		82,862		82,862
Multifamily		—		—		—		—		320,781		320,781
Non-owner occupied		158		—		5,971		6,129		1,152,231		1,158,360
Total commercial real estate non-owner occupied		158		—		5,971		6,129		1,806,209		1,812,338
Residential real estate:
Senior lien		952		—		6,747		7,699		1,161,568		1,169,267
Junior lien		133		—		505		638		83,933		84,571
Total residential real estate		1,085		—		7,252		8,337		1,245,501		1,253,838
Consumer		20		1		39		60		14,477		14,537
Total loans	$	23,164	$	14,940	$	35,994	$	74,098	$	7,677,045	$	7,751,143


	December 31, 2024
	Non-accrual loans		Non-accrual loans
	with a related		with no related
	allowance for		allowance for		Non-accrual
	credit loss		credit loss		loans
Commercial:
Commercial and industrial	$	12,746	$	9,204	$	21,950
Owner occupied commercial real estate		195		—		195
Food and agribusiness		1		586		587
Total commercial		12,942		9,790		22,732
Commercial real estate non-owner occupied:
Non-owner occupied		5,971		—		5,971
Total commercial real estate non-owner occupied		5,971		—		5,971
Residential real estate:
Senior lien		3,319		3,428		6,747
Junior lien		505		—		505
Total residential real estate		3,824		3,428		7,252
Consumer		39		—		39
Total loans	$	22,776	$	13,218	$	35,994

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. Loans to borrowers experiencing financial difficulties may be modified. Modified loans are discussed in more detail below. There was no interest income recognized from non-accrual loans during the three or nine months ended September 30, 2025 or 2024.

The Company’s internal risk rating system uses a series of grades, which reflect our assessment of the credit quality of loans based on an analysis of the borrower’s financial condition, liquidity and ability to meet contractual debt service requirements and are categorized as “Pass,” “Special mention,” “Substandard” and “Doubtful.” For a description of the general characteristics of the risk grades, refer to note 2 Summary of Significant Accounting Policies in our audited consolidated financial statements in our 2024 Annual Report on Form 10-K.

Table of Contents

The amortized cost basis and current period gross charge-offs for all loans as determined by the Company’s internal risk rating system and year of origination are shown in the following tables as of and for the nine months ended September 30, 2025 and the year ended December 31, 2024:


	September 30, 2025
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2025		2024		2023		2022		2021		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	344,691	$	395,828	$	106,533	$	255,475	$	158,688	$	110,209	$	355,690	$	46,112	$	1,773,226
Special mention		5,163		690		36,020		16,263		3,013		9,022		33,403		—		103,574
Substandard		4,002		14,214		28,005		1,216		17,609		3,385		23,974		—		92,405
Doubtful		—		1,150		1,000		644		122		539		—		—		3,455
Total commercial and industrial		353,856		411,882		171,558		273,598		179,432		123,155		413,067		46,112		1,972,660
Gross charge-offs: Commercial and industrial		933		3,043		7,075		212		277		941		—		—		12,481
Municipal and non-profit:
Pass		112,852		115,321		148,797		137,042		211,032		426,443		38,449		—		1,189,936
Total municipal and non-profit		112,852		115,321		148,797		137,042		211,032		426,443		38,449		—		1,189,936
Owner occupied commercial real estate:
Pass		74,362		234,340		146,545		190,212		127,092		284,583		14,360		3,485		1,074,979
Special mention		—		19,890		11,209		10,164		4,210		12,529		—		—		58,002
Substandard		—		11,850		—		11,448		11,698		6,344		849		—		42,189
Doubtful		—		—		—		690		—		416		—		—		1,106
Total owner occupied commercial real estate		74,362		266,080		157,754		212,514		143,000		303,872		15,209		3,485		1,176,276
Gross charge-offs: Owner occupied commercial real estate		—		—		2,266		883		—		303		—		—		3,452
Food and agribusiness:
Pass		374		13,951		11,461		61,836		4,185		33,115		105,191		432		230,545
Special mention		—		—		—		3,746		2,374		162		—		—		6,282
Substandard		—		—		—		—		774		3,845		—		—		4,619
Total food and agribusiness		374		13,951		11,461		65,582		7,333		37,122		105,191		432		241,446
Gross charge-offs: Food and agribusiness		—		—		24		—		—		—		—		—		24
Total commercial		541,444		807,234		489,570		688,736		540,797		890,592		571,916		50,029		4,580,318
Gross charge-offs: Commercial		933		3,043		9,365		1,095		277		1,244		—		—		15,957
Commercial real estate non-owner occupied:
Construction:
Pass		11,196		81,816		36,975		38,357		—		883		33,059		3,052		205,338
Total construction		11,196		81,816		36,975		38,357		—		883		33,059		3,052		205,338
Acquisition/development:
Pass		3,728		16,565		442		22,591		1,942		8,266		537		—		54,071
Substandard		—		—		—		—		—		337		—		—		337
Total acquisition/development		3,728		16,565		442		22,591		1,942		8,603		537		—		54,408
Multifamily:
Pass		—		1,332		1,243		152,870		64,095		65,813		—		—		285,353
Special mention		—		—		6,596		—		—		—		—		—		6,596
Substandard		—		—		—		8,301		—		—		—		—		8,301
Total multifamily		—		1,332		7,839		161,171		64,095		65,813		—		—		300,250
Non-owner occupied:
Pass		44,739		55,185		141,787		259,405		147,437		369,213		11,465		—		1,029,231
Special mention		—		—		—		—		11,779		5,731		—		—		17,510
Substandard		—		—		—		4,787		—		28,353		—		—		33,140
Total non-owner occupied		44,739		55,185		141,787		264,192		159,216		403,297		11,465		—		1,079,881
Gross charge-offs: Non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Total commercial real estate non-owner occupied		59,663		154,898		187,043		486,311		225,253		478,596		45,061		3,052		1,639,877
Gross charge-offs: Commercial real estate non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Residential real estate:
Senior lien:
Pass		69,749		65,545		58,143		378,060		259,541		235,549		44,297		672		1,111,556
Special mention		—		—		—		—		—		12		—		—		12
Substandard		—		—		642		2,402		599		2,277		—		—		5,920
Doubtful		—		—		—		231		—		—		—		—		231
Total senior lien		69,749		65,545		58,785		380,693		260,140		237,838		44,297		672		1,117,719
Gross charge-offs: Senior lien		—		26		—		—		1		1		—		—		28
Junior lien:
Pass		1,793		5,864		3,185		4,175		910		5,516		55,965		462		77,870
Special mention		—		—		—		—		—		27		—		—		27
Substandard		—		38		—		94		—		277		169		—		578
Total junior lien		1,793		5,902		3,185		4,269		910		5,820		56,134		462		78,475
Total residential real estate		71,542		71,447		61,970		384,962		261,050		243,658		100,431		1,134		1,196,194

Table of Contents

Gross charge-offs: Residential real estate		—		26		—		—		1		1		—		—		28
Consumer:
Pass		3,708		2,165		1,248		729		462		349		4,349		35		13,045
Substandard		11		10		—		4		—		42		—		—		67
Total consumer		3,719		2,175		1,248		733		462		391		4,349		35		13,112
Gross charge-offs: Consumer		547		10		1		—		—		—		16		—		574
Total loans	$	676,368	$	1,035,754	$	739,831	$	1,560,742	$	1,027,562	$	1,613,237	$	721,757	$	54,250	$	7,429,501
Gross charge-offs: Total loans	$	1,480	$	3,079	$	9,366	$	1,095	$	1,745	$	1,245	$	16	$	—	$	18,026

Table of Contents


	December 31, 2024
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2024		2023		2022		2021		2020		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	445,993	$	181,920	$	332,246	$	215,561	$	51,902	$	92,115	$	468,752	$	2,614	$	1,791,103
Special mention		8,005		32,319		13,753		17,496		12,915		5,552		16,146		651		106,837
Substandard		13,417		34,320		8,909		21,575		3,011		2,020		8,982		387		92,621
Doubtful		1,250		1,159		1,490		17		975		373		—		—		5,264
Total commercial and industrial		468,665		249,718		356,398		254,649		68,803		100,060		493,880		3,652		1,995,825
Gross charge-offs: Commercial and industrial		—		2,028		—		26		155		156		—		—		2,365
Municipal and non-profit:
Pass		116,551		152,183		137,249		217,362		73,399		378,561		29,747		—		1,105,052
Special mention		—		—		—		170		1,920		—		—		—		2,090
Total municipal and non-profit		116,551		152,183		137,249		217,532		75,319		378,561		29,747		—		1,107,142
Owner occupied commercial real estate:
Pass		269,810		205,119		225,766		131,547		83,791		232,653		20,912		8,990		1,178,588
Special mention		430		1,664		13,798		23,482		268		12,744		—		—		52,386
Substandard		—		7,180		15,266		3,397		1,243		4,759		847		—		32,692
Doubtful		—		—		—		—		—		478		—		—		478
Total owner occupied commercial real estate		270,240		213,963		254,830		158,426		85,302		250,634		21,759		8,990		1,264,144
Gross charge-offs: Owner occupied commercial real estate		—		—		13		—		—		—		—		—		13
Food and agribusiness:
Pass		14,727		9,884		68,909		6,587		5,940		33,081		156,113		344		295,585
Special mention		—		—		4,045		2,898		—		204		—		—		7,147
Substandard		—		—		—		586		—		1		—		—		587
Total food and agribusiness		14,727		9,884		72,954		10,071		5,940		33,286		156,113		344		303,319
Gross charge-offs: Food and agribusiness		—		—		—		—		—		2,704		—		—		2,704
Total commercial		870,183		625,748		821,431		640,678		235,364		762,541		701,499		12,986		4,670,430
Gross charge-offs: Commercial		—		2,028		13		26		155		2,860		—		—		5,082
Commercial real estate non-owner occupied:
Construction:
Pass		55,139		59,137		54,735		33,859		917		—		46,548		—		250,335
Total construction		55,139		59,137		54,735		33,859		917		—		46,548		—		250,335
Acquisition/development:
Pass		16,645		4,038		31,028		20,412		1,079		8,110		184		—		81,496
Special mention		—		—		1,072		—		—		—		—		—		1,072
Substandard		—		—		—		—		—		294		—		—		294
Total acquisition/development		16,645		4,038		32,100		20,412		1,079		8,404		184		—		82,862
Multifamily:
Pass		1,363		16,470		138,872		70,419		45,700		31,034		853		—		304,711
Special mention		4,159		—		8,091		3,820		—		—		—		—		16,070
Total multifamily		5,522		16,470		146,963		74,239		45,700		31,034		853		—		320,781
Non-owner occupied:
Pass		68,192		143,857		303,998		143,085		125,374		304,162		11,018		—		1,099,686
Special mention		5,246		1,298		17,272		12,184		—		16,009		—		—		52,009
Substandard		—		—		—		5,516		—		694		—		—		6,210
Doubtful		—		—		—		455		—		—		—		—		455
Total non-owner occupied		73,438		145,155		321,270		161,240		125,374		320,865		11,018		—		1,158,360
Gross charge-offs: Non-owner occupied		—		—		293		—		—		4,422		—		—		4,715
Total commercial real estate non-owner occupied		150,744		224,800		555,068		289,750		173,070		360,303		58,603		—		1,812,338
Gross charge-offs: Commercial real estate non-owner occupied		—		—		293		—		—		4,422		—		—		4,715
Residential real estate:
Senior lien:
Pass		66,465		77,136		415,279		280,209		100,990		174,830		46,053		583		1,161,545
Special mention		—		—		—		—		—		16		—		—		16
Substandard		64		663		3,422		700		394		2,270		—		—		7,513
Doubtful		—		—		172		—		—		21		—		—		193
Total senior lien		66,529		77,799		418,873		280,909		101,384		177,137		46,053		583		1,169,267
Junior lien:
Pass		6,870		3,498		4,614		1,789		1,964		5,488		59,331		311		83,865
Special mention		—		—		—		—		—		27		—		—		27
Substandard		44		—		240		—		89		134		172		—		679
Total junior lien		6,914		3,498		4,854		1,789		2,053		5,649		59,503		311		84,571
Total residential real estate		73,443		81,297		423,727		282,698		103,437		182,786		105,556		894		1,253,838
Consumer:
Pass		4,557		1,994		1,443		942		528		169		4,795		71		14,499
Substandard		—		—		—		—		—		38		—		—		38
Total consumer		4,557		1,994		1,443		942		528		207		4,795		71		14,537
Gross charge-offs: Consumer		877		23		30		3		—		48		—		—		981
Total loans	$	1,098,927	$	933,839	$	1,801,669	$	1,214,068	$	512,399	$	1,305,837	$	870,453	$	13,951	$	7,751,143
Gross charge-offs: Total loans	$	877	$	2,051	$	336	$	29	$	155	$	7,330	$	—	$	—	$	10,778

Table of Contents

Loans evaluated individually

We evaluate loans individually when they no longer share risk characteristics with pooled loans. These loans include loans on non-accrual status, loans in bankruptcy, and modified loans as described below. If a specific allowance is warranted based on the borrower’s overall financial condition, the specific allowance is calculated based on discounted expected cash flows using the loan’s initial contractual effective interest rate or the fair value of the collateral less selling costs for collateral-dependent loans.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Management individually evaluates collateral-dependent loans with an amortized cost basis of $250 thousand or more and includes collateral-dependent loans less than $250 thousand within the general allowance population. The amortized cost basis of collateral-dependent loans over $250 thousand was as follows at September 30, 2025 and December 31, 2024:


	September 30, 2025
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	4,809	$	11,684	$	16,493
Owner occupied commercial real estate		7,328		1,480		8,808
Food and agribusiness		520		66		586
Total commercial		12,657		13,230		25,887
Residential real estate:
Senior lien		2,719		—		2,719
Total residential real estate		2,719		—		2,719
Total loans	$	15,376	$	13,230	$	28,606


	December 31, 2024
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	6,281	$	4,924	$	11,205
Owner occupied commercial real estate		1,343		—		1,343
Food and agribusiness		586		—		586
Total commercial		8,210		4,924		13,134
Commercial real estate non-owner occupied:
Non-owner occupied		5,971		—		5,971
Total commercial real estate non-owner occupied		5,971		—		5,971
Residential real estate:
Senior lien		5,075		—		5,075
Junior lien		222		—		222
Total residential real estate		5,297		—		5,297
Total loans	$	19,478	$	4,924	$	24,402

Loan modifications

The Company’s policy is to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with lending laws, the respective loan agreements, and credit monitoring and remediation procedures that may include modifying a loan to provide a concession by the Company to the borrower from their original terms due to borrower financial difficulties in order to facilitate repayment. The Company considers loans to borrowers experiencing financial difficulties, where such a concession is utilized, to be TDMs. TDMs may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof.

Table of Contents

The following schedules present, by loan class, the amortized cost basis for loans to borrowers experiencing financial difficulty that remain outstanding and were modified within the three and nine months ended September 30, 2025:


	As of and for the three months ended September 30, 2025
	Payment delay
	Amortized		% of loan
	cost basis		class
Commercial:
Commercial and industrial	$	2,429	0.1%
Total loans	$	2,429	0.0%


	As of and for the nine months ended September 30, 2025
	Term extension			Payment delay
	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	1,490	0.1%	$	8,047	0.4%
Owner occupied commercial real estate		1,704	0.1%		2,195	0.2%
Total commercial		3,194	0.1%		10,242	0.2%
Total loans	$	3,194	0.0%	$	10,242	0.1%


	As of and for the three months ended September 30, 2024
				Combination - interest rate
	Payment delay			reduction and term extension
	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	2,849	0.1%	$	—	0.0%
Total commercial		2,849	0.1%		—	0.0%
Residential real estate:
Junior lien		—	0.0%		45	0.1%
Total residential real estate		—	0.0%		45	0.0%
Total loans	$	2,849	0.0%	$	45	0.0%

Table of Contents


	As of and for the nine months ended September 30, 2024
							Combination - interest rate			Combination - term extension
	Term extension			Payment Delay			reduction and term extension			and payment delay
	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan	Amortized		% of loan
	cost basis		class	cost basis		class	cost basis		class	cost basis		class
Commercial:
Commercial and industrial	$	7,621	0.4%	$	2,849	0.1%	$	—	0.0%	$	—	0.0%
Owner occupied commercial real estate		—	0.0%		1,664	0.1%		—	0.0%		—	0.0%
Total commercial		7,621	0.2%		4,513	0.1%		—	0.0%		—	0.0%
Commercial real estate non-owner occupied:
Non-owner occupied		5,435	0.5%		—	0.0%		—	0.0%		—	0.0%
Total commercial real estate non-owner occupied		5,435	0.3%		—	0.0%		—	0.0%		—	0.0%
Residential real estate:
Senior lien		—	0.0%		854	0.1%		22	0.0%		382	0.0%
Junior lien		—	0.0%		—	0.0%		45	0.1%		—	0.0%
Total residential real estate		—	0.0%		854	0.1%		67	0.0%		382	0.0%
Total loans	$	13,056	0.2%	$	5,367	0.1%	$	67	0.0%	$	382	0.0%

The following schedules present, by loan class, the payment status of loans that have been modified in the last twelve months as of the dates presented on an amortized cost basis:


	September 30, 2025
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	8,736	$	—	$	—	$	801
Owner occupied commercial real estate		2,195		—		—		1,704
Total commercial		10,931		—		—		2,505
Total loans	$	10,931	$	—	$	—	$	2,505


	September 30, 2024
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	2,849	$	7,621	$	—	$	5,354
Owner occupied commercial real estate		1,664		—		—		—
Total commercial		4,513		7,621		—		5,354
Commercial real estate non-owner occupied:
Non-owner occupied		167		5,268		—		—
Total commercial real estate non-owner occupied		167		5,268		—		—
Residential real estate:
Senior lien		854		—		—		404
Junior lien		—		—		—		45
Total residential real estate		854		—		—		449
Total loans	$	5,534	$	12,889	$	—	$	5,803

Accrual of interest is resumed on loans that were previously on non-accrual only after the loan has performed sufficiently for a period of time. During the three and nine months ended September 30, 2025, the Company had two TDMs with amortized costs totaling $2.5 million that were modified within the past 12 months, utilizing a payment delay and a term extension, that defaulted on their modified terms. During the three months ended September 30, 2024, the Company had no TDMs that were modified within the past 12 months that defaulted on their modified terms. During the nine months ended September 30, 2024, the Company had two TDMs with an amortized cost totaling $5.7 million that were modified within the past 12 months, utilizing a payment delay and a combination of a term extension and a payment delay, that defaulted on their modified terms. For purposes of this disclosure, the Company considers “default” to mean 90 days or more past due on principal or interest. The allowance for credit losses related to TDMs on non-accrual status is determined by individual evaluation, including collateral adequacy, using the same process as loans on non-accrual status which are not classified as TDMs.

Table of Contents

The following schedules present the financial effect of the modifications made to borrowers experiencing financial difficulty as of and for the periods indicated:


	As of and for the three months ended September 30, 2025	As of and for the nine months ended September 30, 2025
	Financial effect	Financial effect
	Payment delay	Term extension	Payment delay
Commercial:
Commercial and industrial	Extended a weighted average of 0.3 years to the life of loans	Extended a weighted average of 1.0 year to the life of loans	Delayed payments for a weighted average of 0.5 years
Owner occupied commercial real estate		Extended a weighted average of 0.7 years to the life of loans	Delayed payments for a weighted average of 0.3 years

As of and for the three months ended September 30, 2024

As of and for the nine months ended September 30, 2024

Financial effect

Term extension

Combination - Interest rate reduction and Term extension

Term extension

Payment delay

Combination - Interest rate reduction and Term extension

Combination - Term extension and Payment delay

Commercial:

Commercial and industrial

Extended a weighted average of 0.5 years to the life of loans

Extended a weighted average of 0.6 years to the life of loans

Delayed payments for a weighted average of 0.5 years

Owner occupied commercial real estate

Delayed payments for a weighted average of 0.5 years

Commercial real estate non-owner occupied:

Non-owner occupied

Extended a weighted average of 0.9 years to the life of loans

Residential real estate:

Senior lien

Delayed payments for a weighted average of 0.3 years

Reduced weighted average contractual interest rate by 1.5% and extended a weighted average life of 11 years

Extended a weighted average of 0.7 years to the life of loans and delayed payments for a weighted average of 0.7 years

Junior lien

Reduced weighted average contractual interest rate by 1.1% and extended a weighted average life of 10 years

Note 6 Allowance for Credit Losses

The tables below detail the Company’s allowance for credit losses as of the dates shown:


	Three months ended September 30, 2025
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	47,934	$	22,219	$	18,429	$	311	$	88,893
Charge-offs		(1,410)		—		(27)		(180)		(1,617)
Recoveries		2,238		225		3		38		2,504
Provision (release) expense for credit losses		(707)		(1,333)		371		169		(1,500)
Ending balance	$	48,055	$	21,111	$	18,776	$	338	$	88,280

Table of Contents

	Nine months ended September 30, 2025
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	48,552	$	26,136	$	19,426	$	341	$	94,455
Charge-offs		(15,957)		(1,467)		(28)		(574)		(18,026)
Recoveries		2,401		242		62		107		2,812
Provision expense (release) for credit losses		13,059		(3,800)		(684)		464		9,039
Ending balance	$	48,055	$	21,111	$	18,776	$	338	$	88,280


	Three months ended September 30, 2024
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	48,910	$	27,412	$	19,759	$	376	$	96,457
Charge-offs		(2,930)		(293)		—		(282)		(3,505)
Recoveries		60		—		5		30		95
Provision expense for credit losses		210		937		636		217		2,000
Ending balance	$	46,250	$	28,056	$	20,400	$	341	$	95,047


	Nine months ended September 30, 2024
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	45,304	$	32,665	$	19,550	$	428	$	97,947
Charge-offs		(2,954)		(4,715)		—		(718)		(8,387)
Recoveries		352		7		95		327		781
Provision expense for credit losses		3,548		99		755		304		4,706
Ending balance	$	46,250	$	28,056	$	20,400	$	341	$	95,047

In evaluating the loan portfolio for an appropriate ACL level, excluding loans evaluated individually, loans were grouped into segments based on broad characteristics such as primary use and underlying collateral. Within the segments, the portfolio was further disaggregated into classes of loans with similar attributes and risk characteristics for purposes of developing the underlying data used within the discounted cash flow model including, but not limited to, prepayment and recovery rates as well as loss rates tied to macro-economic conditions within management’s reasonable and supportable forecast. The ACL also includes subjective adjustments based upon qualitative risk factors including asset quality, loss trends, lending management, portfolio growth and loan review/internal audit results.

At September 30, 2025 and December 31, 2024, the allowance for credit losses totaled $88.3 million and $94.5 million, respectively. The decrease during the nine months ended September 30, 2025 was primarily driven by the resolution of non-performing loans and changes in the CECL model’s underlying macro-economic forecast. During the three months ended September 30, 2025, the Company recorded provision release for funded loans totaling $1.5 million, primarily driven by the recovery of one previously charged off credit. During the nine months ended September 30, 2025, the Company recorded provision expense for credit losses totaling $8.7 million, including $9.0 million provision expense for funded loans and $0.3 million of provision release for unfunded loan commitments. Provision expense for credit losses during the nine months ended September 30, 2025 was recorded primarily to cover a charge-off on one credit due to suspected fraudulent activity by the borrower. During the three months ended September 30, 2024, the Company recorded provision expense for credit losses on funded loans totaling $2.0 million. During the nine months ended September 30, 2024, the Company recorded provision expense for credit losses totaling $4.8 million, including $4.7 million of provision expense for funded loans and $0.1 million of provision expense for unfunded loan commitments. Net recoveries on loans during the three months ended September 30, 2025 totaled $0.9 million. Net charge-offs during the nine months ended September 30, 2025 totaled $15.2 million. During the three and nine months ended September 30, 2024, net charge-offs on loans totaled $3.4 million and $7.6 million, respectively.

Table of Contents

The Company has elected to exclude AIR from the allowance for credit losses calculation. As of September 30, 2025 and December 31, 2024, AIR from loans totaled $45.1 million and $41.5 million, respectively.

Note 7 Goodwill and Intangible Assets

Goodwill and other intangible assets

In connection with our acquisitions, the Company’s goodwill was $306.0 million as of September 30, 2025. Goodwill is measured as the excess of the fair value of consideration paid over the fair value of net assets acquired. No goodwill impairment was recorded during the three or nine months ended September 30, 2025 or the year ended December 31, 2024.

The gross carrying amounts of other intangible assets and the associated accumulated amortization at September 30, 2025 and December 31, 2024, are presented as follows:


	September 30, 2025						December 31, 2024
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
	amount		amortization		amount		amount		amortization		amount
Core deposit intangible	$	91,566	$	(59,408)	$	32,158	$	91,566	$	(55,417)	$	36,149
Customer relationship intangible		17,000		(5,558)		11,442		17,000		(4,024)		12,976
Acquired technology intangible		2,300		(1,035)		1,265		2,300		(690)		1,610
Total	$	110,866	$	(66,001)	$	44,865	$	110,866	$	(60,131)	$	50,735

The Company is amortizing intangibles from acquisitions over a weighted average period of 9.8 years from the date of the respective acquisitions. The core deposit and customer relationship intangibles are being amortized over a weighted average period of 10 years, and the acquired technology intangible is being amortized over a weighted average period of five years. The Company recognized other intangible assets amortization expense of $1.9 million and $5.9 million during the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, the Company recognized other intangible assets amortization expense of $2.0 million and $6.0 million, respectively.

The following table shows the estimated future amortization expense during the next five years for other intangible assets as of the periods presented:


Years ending December 31,		Amount
For the three months ended December 31, 2025	$	1,916
2026		7,664
2027		7,542
2028		6,142
2029		5,790

Servicing Rights

Mortgage servicing rights

MSRs represent rights to service loans originated by the Company and sold to government-sponsored enterprises including FHLMC, FNMA, GNMA and FHLB and are included in other assets in the consolidated statements of financial condition. Mortgage loans serviced for others were $0.3 billion and $0.5 billion at September 30, 2025 and 2024, respectively.

Table of Contents

Below are the changes in the MSRs for the periods presented:


	For the nine months ended September 30,
	2025		2024
Beginning balance	$	4,835	$	4,911
Originations		146		258
Sales		(1,811)		—
Impairment		—		(13)
Amortization		(314)		(356)
Ending balance		2,856		4,800
Fair value of mortgage servicing rights	$	4,286	$	6,925

During the first quarter of 2025, the Company sold rights to service loans totaling $203.7 million in unpaid principal balances from our mortgage servicing rights portfolio. As a result of the sale, the book value of our mortgage servicing rights intangible decreased $1.8 million and generated a pre-tax gain of $0.6 million included in mortgage banking income in the consolidated statements of operations.

The fair value of MSRs was determined based upon a discounted cash flow analysis. The cash flow analysis included assumptions for discount rates and prepayment speeds. Discount rates ranged from 9.5% to 10.0% and the constant prepayment speed ranged from 6.6% to 12.4% for the September 30, 2025 valuation. The discount rate ranged from 10.0% to 10.5%, and the constant prepayment speed ranged from 6.9% to 17.6% for the September 30, 2024 valuation. Included in mortgage banking income in the consolidated statements of operations was servicing income of $0.2 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $1.1 million for the three and nine months ended September 30, 2024, respectively.

MSRs are evaluated and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by stratifying MSRs based on the predominant risk characteristics of the underlying loans, including loan type and loan term. The Company is amortizing the MSRs in proportion to and over the period of the estimated net servicing income of the underlying loans.

The following table shows the estimated future amortization expense during the next five years for the MSRs as of the periods presented:


Years ending December 31,		Amount
For the three months ended December 31, 2025	$	85
2026		331
2027		292
2028		257
2029		226

SBA servicing asset

The SBA servicing asset represents the value associated with servicing small business real estate loans that have been sold to outside investors with servicing retained. The SBA servicing asset is evaluated and impairment is recognized to the extent fair value is less than the carrying amount. The Company evaluates impairment by stratifying the SBA servicing asset based on the predominant risk characteristics of the underlying loans, including loan type and loan term. The Company is amortizing the SBA servicing asset in proportion to and over the period of the estimated net servicing income of the underlying loans. The Company serviced $131.8 million and $132.0 million of SBA loans that have been sold into the secondary market, as of September 30, 2025 and December 31, 2024, respectively. For the three and nine months ended September 30, 2025, the Company recognized SBA servicing asset fee income totaling $0.2 million and $0.5 million, respectively. During the three and nine months ended September 30, 2024, the Company recognized SBA servicing asset fee income totaling $0.1 million and $0.2 million, respectively.

Table of Contents

Below are the changes in the SBA servicing asset for the periods presented:


	For the nine months ended September 30,
	2025		2024
Beginning balance	$	2,862	$	2,440
Originations		474		952
Disposals		(433)		(440)
(Impairment) recovery		(41)		103
Amortization		(251)		(177)
Ending balance		2,611		2,878
Fair value of SBA servicing asset	$	2,611	$	2,878

The Company uses assumptions and estimates in determining the fair value of SBA loan servicing rights. These assumptions include prepayment speeds, discount rates, and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. For the nine months ended September 30, 2025 and 2024, the key assumptions used to determine the fair value of the Company’s SBA loan servicing rights included weighted average lifetime constant prepayment rates equal to 16.1% and 15.6%, respectively, and weighted average discount rates equal to 10.8% and 9.7%, respectively.

The following table shows the estimated future amortization expense during the next five years for the SBA servicing asset as of the periods presented:


Years ending December 31,		Amount
For the three months ended December 31, 2025	$	78
2026		304
2027		268
2028		236
2029		207

Note 8 Borrowings

Borrowings consist of securities sold under agreements to repurchase, long-term debt and FHLB advances.

Securities sold under agreements to repurchase

The Company enters into repurchase agreements to facilitate the needs of its clients. As of September 30, 2025 and December 31, 2024, the Company sold securities under agreements to repurchase totaling $21.3 million and $18.9 million, respectively. The Company pledged mortgage-backed securities with a fair value of approximately $28.4 million and $31.3 million as of September 30, 2025 and December 31, 2024, respectively, for these agreements. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. As of September 30, 2025 and December 31, 2024, the Company had $7.1 million and $12.4 million, respectively, of excess collateral pledged for repurchase agreements.

Federal Home Loan Bank advances

As a member of the FHLB, the Banks have access to a line of credit and term financing from the FHLB with total available credit of $1.6 billion at September 30, 2025. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale. At September 30, 2025 and December 31, 2024, the Banks had zero and $50.0 million, respectively, of outstanding borrowings from the FHLB. The Banks may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged for FHLB advances at September 30, 2025 or December 31, 2024. Loans pledged were $2.5 billion and $2.6 billion at September 30, 2025 and December 31, 2024, respectively. The Company incurred $0.4 million and $2.7 million of interest expense related to FHLB advances and other short-term borrowings for the three and nine months ended

Table of Contents

September 30, 2025, respectively. During the three and nine months ended September 30, 2024, the Company incurred $0.5 million and $3.8 million, respectively, of interest expense related to FHLB advances and other short-term borrowings.

Long-term debt

The Company holds a subordinated note purchase agreement to issue and sell a fixed-to-floating rate note totaling $40.0 million. The balance on the note at September 30, 2025, net of long-term debt issuance costs of $0.1 million, totaled $39.9 million. At December 31, 2024, the balance on the note, net of long-term debt issuance costs of $0.2 million, totaled $39.8 million. During the three and nine months ended September 30, 2025 and 2024 interest expense totaling $0.3 million and $0.9 million, respectively, was recorded in the consolidated statements of operations.

The note is subordinated, unsecured and matures on November 15, 2031. Payments consist of interest only. Interest expense on the note is payable semi-annually in arrears and will bear interest at 3.00% per annum until November 15, 2026 (or any earlier redemption date). From November 15, 2026 until November 15, 2031 (or any earlier redemption date) payments will be made quarterly in arrears, and the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 203 basis points. The Company deployed the net proceeds from the sale of the note for general corporate purposes. Prior to November 5, 2026, the Company may redeem the note only under certain limited circumstances. Beginning on November 5, 2026 through maturity, the note may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the note being redeemed, together with any accrued and unpaid interest on the note being redeemed up to but excluding the date of redemption. The note is not subject to redemption at the option of the holder.

As part of the acquisition of BOJH on October 1, 2022, the Company assumed three subordinate note purchase agreements to issue and sell fixed-to-floating rate notes totaling $15.0 million. The balance on the notes at September 30, 2025, net of the fair value adjustment from the acquisition of $0.1 million, totaled $14.9 million. At December 31, 2024, the balance on the notes, net of the fair value adjustment from the acquisition of $0.3 million, totaled $14.7 million. Interest expense related to the notes totaling $0.1 million and $0.4 million was recorded in the consolidated statements of operations during the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, interest expense related to the notes totaling $0.1 million and $0.4 million, respectively, was recorded in the consolidated statements of operations.

The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments consist of interest only. Interest expense on the notes is payable semi-annually in arrears and will bear interest at 3.75% per annum until June 15, 2026 (or any earlier redemption date). From June 15, 2026 until June 15, 2031 (or any earlier redemption date) payments will be made quarterly in arrears, and the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month term SOFR plus 306 basis points. Prior to June 15, 2026, the Company may redeem the notes only under certain limited circumstances. Beginning on June 15, 2026 through maturity, the notes may be redeemed, at the Company’s option, on any scheduled interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest on the notes being redeemed up to but excluding the date of redemption. The notes are not subject to redemption at the option of the holder.

Note 9 Regulatory Capital

As a bank holding company that has elected to be treated as a financial holding company, the Company, NBH Bank and BOJHT are subject to regulatory capital adequacy requirements implemented by the Federal Reserve, in addition to those implemented by the FDIC for NBH Bank and BOJHT, including maintaining capital positions at the “well-capitalized” level. The federal banking agencies have risk based capital adequacy regulations intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations. Under these regulations, assets are assigned to one of several risk categories, and nominal dollar amounts of assets and credit equivalent amounts of off-balance-sheet items are multiplied by a risk adjustment percentage for the category. Regulatory authorities can initiate certain mandatory actions if the Company, NBH Bank or BOJHT fail to meet the minimum capital requirements, which could have a material effect on our financial statements and business generally.

Table of Contents

Under the Basel III requirements, at September 30, 2025 and December 31, 2024, the Company and the Banks met all capital requirements, including the capital conservation buffer of 2.5%. The Company and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions, as detailed in the tables below:


	September 30, 2025
				Required to be			Required to be
				well capitalized under			considered
				prompt corrective			adequately
	Actual			action provisions			capitalized⁽¹⁾
	Ratio	Amount		Ratio	Amount		Ratio	Amount
Tier 1 leverage ratio:
Consolidated	11.5%	$	1,095,345	N/A		N/A	4.0%	$	381,378
NBH Bank	10.5%		1,000,996	5.0%	$	474,795	4.0%		379,836
Bank of Jackson Hole Trust	33.9%		13,070	5.0%		1,928	4.0%		1,542
Common equity tier 1 risk based capital:
Consolidated	14.7%	$	1,095,345	N/A		N/A	7.0%	$	521,824
NBH Bank	13.5%		1,000,996	6.5%	$	481,436	7.0%		518,469
Bank of Jackson Hole Trust	76.8%		13,070	6.5%		1,107	7.0%		1,192
Tier 1 risk based capital ratio:
Consolidated	14.7%	$	1,095,345	N/A		N/A	8.5%	$	633,643
NBH Bank	13.5%		1,000,996	8.0%	$	592,536	8.5%		629,570
Bank of Jackson Hole Trust	76.8%		13,070	8.0%		1,362	8.5%		1,447
Total risk based capital ratio:
Consolidated	16.6%	$	1,239,582	N/A		N/A	10.5%	$	782,736
NBH Bank	14.7%		1,090,204	10.0%	$	740,670	10.5%		777,704
Bank of Jackson Hole Trust	76.9%		13,099	10.0%		1,703	10.5%		1,788


	December 31, 2024
				Required to be			Required to be
				well capitalized under			considered
				prompt corrective			adequately
	Actual			action provisions			capitalized⁽¹⁾
	Ratio	Amount		Ratio	Amount		Ratio	Amount
Tier 1 leverage ratio:
Consolidated	10.7%	$	1,037,550	N/A		N/A	4.0%	$	388,278
NBH Bank	9.5%		921,509	5.0%	$	483,533	4.0%		386,826
Bank of Jackson Hole Trust	31.0%		12,461	5.0%		2,013	4.0%		1,611
Common equity tier 1 risk based capital:
Consolidated	13.2%	$	1,037,550	N/A		N/A	7.0%	$	550,074
NBH Bank	11.8%		921,509	6.5%	$	508,418	7.0%		547,528
Bank of Jackson Hole Trust	77.2%		12,461	6.5%		1,049	7.0%		1,129
Tier 1 risk based capital ratio:
Consolidated	13.2%	$	1,037,550	N/A		N/A	8.5%	$	667,947
NBH Bank	11.8%		921,509	8.0%	$	625,746	8.5%		664,855
Bank of Jackson Hole Trust	77.2%		12,461	8.0%		1,291	8.5%		1,371
Total risk based capital ratio:
Consolidated	15.1%	$	1,187,514	N/A		N/A	10.5%	$	825,111
NBH Bank	13.0%		1,016,471	10.0%	$	782,182	10.5%		821,291
Bank of Jackson Hole Trust	77.3%		12,462	10.0%		1,613	10.5%		1,694


(1)		Includes the capital conservation buffer of 2.5%.

Note 10 Revenue from Contracts with Clients

Revenue is recognized when obligations under the terms of a contract with clients are satisfied. Below is the detail of the Company’s revenue from contracts with clients, including service charges and other deposit account related fees, bank card fees and other non-interest income. Other non-interest income includes trust and wealth management fees and Cambr fee income.

Table of Contents

Service charges and other account-related fees

Service charge fees are primarily comprised of monthly service fees, check orders and other deposit account related fees. Other fees include revenue from processing wire transfers, bill pay service, cashier’s checks and other services. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account-related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to clients’ accounts.

Bank card fees

Bank card fees are primarily comprised of debit card income, ATM fees, merchant services income and other fees. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Bank cardholder uses a non-Bank ATM or a non-Bank cardholder uses a Bank ATM. Merchant services income mainly represents fees charged to merchants to process their debit card transactions. The Company’s performance obligation for bank card fees is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Other non-interest income

Trust and wealth management fees

The trust and wealth management business offers separately managed investment account solutions and trustee services to clients.

Services may include custody of assets, trustee services, wealth management, and directed trusts. The Company charges an asset-based fee earned for personal and corporate accounts. Additional fees may include minimum annual fees, fees for additional tax reporting and preparation for irrevocable trust returns or annual flat fees for certain trusts. The performance obligations related to this revenue include items such as performing investment advisory services, custody and record-keeping services, and fund administrative and accounting services. The performance obligations are satisfied upon completion of service and fees are generally a fixed flat rate or based on a percentage of the account’s market value per the contract with the client. These fees are recorded within other non-interest income in the consolidated statements of operations.

Cambr fee income

Cambr operates a deposit acquisition and processing platform that generates core deposits from accounts offered through third-party embedded finance companies. Cambr’s platform facilitates the movement of embedded finance companies’ client deposits into FDIC-insured accounts at banks within Cambr’s network. Cambr generates fee income by charging a percentage-based fee of the deposit balance placed into the Cambr network. The performance obligation is satisfied upon completion of service, and Cambr fee income is recorded within other non-interest income in the consolidated statements of operations.

Other non-interest expense

Included within other non-interest expense are gains and losses from OREO sales, which are recognized when the Company meets its performance obligation to transfer title to the buyer. The gain or loss is measured as the excess of the proceeds received compared to the OREO carrying value. Sales proceeds are received in cash at the time of transfer.

Table of Contents

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of FASB ASC Topic 606 (“Topic 606”), and non-interest expense in-scope of Topic 606 for the three and nine months ended September 30, 2025 and 2024:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Non-interest income
In-scope of Topic 606:
Service charges and other account-related fees	$	5,323	$	5,790	$	15,504	$	16,251
Bank card fees		4,505		4,832		13,431		14,292
Other non-interest income		1,448		1,442		4,280		4,216
Non-interest income (in-scope of Topic 606)		11,276		12,064		33,215		34,759
Non-interest income (out-of-scope of Topic 606)		9,415		6,325		19,918		15,353
Total non-interest income	$	20,691	$	18,389	$	53,133	$	50,112
Non-interest expense
In-scope of Topic 606:
Other non-interest expense⁽¹⁾	$	—	$	48	$	(38)	$	(144)
Total revenue in-scope of Topic 606	$	11,276	$	12,112	$	33,177	$	34,615


(1)		Other non-interest expense includes net gains (losses) from sales of OREO.

Contract acquisition costs

The Company utilizes the practical expedient which allows entities to expense immediately contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. The Company has not capitalized any contract acquisition costs.

Note 11 Stock-based Compensation and Benefits

The Company provides stock-based compensation in accordance with shareholder-approved plans.

To date, the Company has issued stock options, restricted stock and PSUs under the plans. The Compensation Committee sets the option exercise price at the time of grant, but in no case is the exercise price less than the fair market value of a share of company common stock at the date of grant.

Stock options

At September 30, 2025 and 2024, the Company had 546,546 and 625,115 stock options outstanding, respectively, at a weighted average exercise price of $32.96 and $32.60, respectively. No stock options were granted during the nine months ended September 30, 2025. Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $15.3 thousand and $68.7 thousand for the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, stock option expense totaled $57.1 thousand and $263.8 thousand, respectively. At September 30, 2025, there was $35.2 thousand of total unrecognized compensation cost related to non-vested stock options granted under the plans. The cost is expected to be recognized over a weighted average period of 0.6 years.

Restricted stock awards

The Company issues time-based restricted stock awards that generally vest over a range of a 1-3 year period. Restricted stock with time-based vesting was valued at the fair value of the shares on the date of grant as they are assumed to be held beyond the vesting period.

Performance stock units

The Company grants PSUs whereby the recorded fair value represents the value of the award at the initial target performance and does not reflect potential increases or decreases resulting from the final performance results, which are to be determined at the end of the three-year performance period (vesting date). The actual number of shares to be awarded at the end of the performance period will range from 0% - 150% of the initial target awards. For PSU components granted in 2025, one-third of the award is based on the Company’s cumulative earnings per share (EPS target), one-third is based on the Company’s relative ROTA, and one-third is based on the Company’s cumulative TSR during the performance period. On the vesting date, the Company’s annual ROTA will be compared

Table of Contents

to the respective ROTAs of companies comprising the S&P 600 Regional Banks group. The Company’s ranking will be averaged over the measurement period to determine the shares awarded. The fair value of the ROTA award was determined based on the closing stock price of the Company’s common stock on the grant date. On the vesting date, the Company’s TSR will be compared to the respective TSRs of the companies comprising the S&P 600 Regional Banks group at the grant date to determine the shares awarded. The fair value of the TSR target portion of the award was determined using a Monte Carlo Simulation at the grant date. The fair value of the EPS target portion of the award was determined based on the closing stock price of the Company’s common stock on the grant date.

For the awards granted during the nine months ended September 30, 2025, the weighted-average grant date fair value per unit of the EPS target portion, ROTA target portion and TSR target portion was $38.44, $38.44, and $32.19, respectively. The initial weighted-average performance price for the TSR target portion granted during 2025 was $45.14. During the nine months ended September 30, 2025, the Company awarded an additional 3,723 PSUs due to final performance results related to PSUs granted in 2022.

The following table summarizes restricted stock and PSU activity during the nine months ended September 30, 2025:


		Weighted			Weighted
	Restricted	average grant-		Performance	average grant-
	stock shares	date fair value		stock units	date fair value
Unvested at December 31, 2024	292,014	$	34.43	198,264	$	34.31
Granted	169,687		38.07	74,628		36.10
Adjustment due to performance	—		—	3,723		55.54
Vested	(103,216)		35.69	(51,658)		39.63
Forfeited	(26,535)		35.80	(8,712)		33.41
Unvested at September 30, 2025	331,950	$	35.79	216,245	$	34.06

As of September 30, 2025, the total unrecognized compensation cost related to the non-vested restricted stock awards and PSUs totaled $6.5 million and $4.1 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.1 years and 2.0 years, respectively. Expense related to non-vested restricted stock awards totaled $1.6 million and $4.2 million during the three and nine months ended September 30, 2025, respectively, and $1.4 million and $3.8 million during the three and nine months ended September 30, 2024, respectively. Expense related to non-vested PSUs totaled $0.5 million and $1.6 million during the three and nine months ended September 30, 2025, respectively, and $0.6 million and $1.6 million during the three and nine months ended September 30, 2024, respectively. Expense related to non-vested restricted stock awards and PSUs is a component of salaries and benefits expense in the Company’s consolidated statements of operations.

Employee stock purchase plan

The 2014 ESPP is intended to be a qualified plan within the meaning of Section 423 of the Internal Revenue Code of 1986 and allows eligible employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 per calendar year and 2,000 shares per offering period. The price an employee pays for shares is 90.0% of the fair market value of Company common stock on the last day of the offering period. The offering periods are the six-month periods commencing on March 1 and September 1 of each year and ending on August 31 and February 28 (or February 29 in the case of a leap year) of each year. There are no vesting or other restrictions on the stock purchased by employees under the ESPP. Under the ESPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 196,759 was available for issuance at September 30, 2025.

Under the ESPP, employees purchased 17,771 shares and 21,389 shares during the nine months ended September 30, 2025 and 2024, respectively.

Note 12 Common Stock

The Company had 37,815,589 and 38,054,482 shares of Class A common stock outstanding at September 30, 2025 and December 31, 2024, respectively. Additionally, the Company had 331,950 and 292,014 shares outstanding at September 30, 2025 and December 31, 2024, respectively, of restricted Class A common stock issued but not yet vested under the 2023 Plan that are not included in shares outstanding until such time that they are vested; however, these shares do have voting and certain dividend rights during the vesting period.

Table of Contents

On May 9, 2023, the Company announced a program to repurchase up to $50.0 million of the Company’s stock from time to time either in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC, as authorized by the Board of Directors. During the three months ended September 30, 2025, the Company repurchased 240,000 shares of common stock for $8.8 million at a weighted average price per share of $36.66. During the nine months ended September 30, 2025, the Company repurchased 359,300 shares of common stock for $13.0 million at a weighted average price per share of $36.28. The remaining authorization under the current program as of September 30, 2025 was $37.0 million. No time limit has been set for completion of the program.

Note 13 Earnings Per Share

The Company calculates earnings per share under the two-class method, as certain non-vested share awards contain non-forfeitable rights to dividends. As such, these awards are considered securities that participate in the earnings of the Company. Non-vested shares are discussed further in note 11.

The Company had 37,815,589 and 37,988,364 shares of Class A common stock outstanding as of September 30, 2025 and 2024, respectively, exclusive of issued non-vested restricted shares. Certain stock options and non-vested restricted shares are potentially dilutive securities, but are not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive for the three and nine months ended September 30, 2025 and 2024.

The following table illustrates the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:


	For the three months ended				For the nine months ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net income	$	35,285	$	33,105	$	93,538	$	90,631
Less: income allocated to participating securities		(307)		(89)		(796)		(242)
Income allocated to common shareholders	$	34,978	$	33,016	$	92,742	$	90,389
Weighted average shares outstanding for basic earnings per common share		37,911,643		38,277,042		38,018,090		38,173,469
Dilutive effect of equity awards		122,830		218,049		124,210		194,542
Weighted average shares outstanding for diluted earnings per common share		38,034,473		38,495,091		38,142,300		38,368,011
Basic earnings per share	$	0.92	$	0.86	$	2.44	$	2.37
Diluted earnings per share		0.92		0.86		2.43		2.36

The Company had 546,546 and 625,115 outstanding stock options to purchase common stock at weighted average exercise prices of $32.96 and $32.60 per share at September 30, 2025 and 2024, respectively, which have time-vesting criteria. As such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those stock options is dilutive. The Company had 216,245 and 200,400 unvested PSUs issued as of September 30, 2025 and 2024, respectively, which have performance, market and/or time-vesting criteria, and as such, any dilution is derived only for the timeframe in which the vesting criteria had been met and where the inclusion of those units is dilutive.

Note 14 Derivatives

Risk management objective of using derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company has established policies stipulating that neither carrying value nor fair value at risk should exceed established guidelines. The Company has designed strategies to confine these risks within the established limits and identify appropriate trade-offs in the financial structure of its balance sheet. These strategies include the use of derivative financial instruments to help achieve the desired balance sheet repricing structure while meeting the desired objectives of its clients. Currently, the Company employs certain interest rate swaps that are designated as fair value hedges, cash flow hedges and economic hedges. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

Table of Contents

Fair values of derivative instruments on the balance sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated statements of financial condition as of September 30, 2025 and December 31, 2024. Information about the valuation methods used to measure fair value is provided in note 16.


		Asset derivatives fair value					Liability derivatives fair value
	Balance Sheet	September 30,		December 31,		Balance Sheet	September 30,		December 31,
	location	2025		2024		location	2025		2024
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	20,575	$	31,864	Other liabilities	$	3,352	$	1,296
Total derivatives designated as hedging instruments		$	20,575	$	31,864		$	3,352	$	1,296

Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	7,961	$	7,773	Other liabilities	$	7,970	$	7,780
Interest rate lock commitments	Other assets		377		282	Other liabilities		2		—
Forward contracts	Other assets		35		104	Other liabilities		12		10
Total derivatives not designated as hedging instruments		$	8,373	$	8,159		$	7,984	$	7,790

Cash flow hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses floors and collars as part of its interest rate risk management strategy. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an up-front premium. Interest rate collars designated as cash flow hedges involve the payments of variable-rate amounts if interest rates rise above the cap strike rate on the contract and receipt of variable-rate amounts if interest rates fall below the floor strike rate on the contract.

For derivatives that qualify and are designated as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest income in the same periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis. The earnings recognition of excluded components is included in interest income. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are received on the Company’s variable-rate assets. As of September 30, 2025, the Company had cash flow hedges with a notional amount of $100.0 million. The Company expects to reclassify $0.5 million from AOCI as a reduction to interest income during the next 12 months.

Fair value hedges

Interest rate swaps designated as fair value hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. As of September 30, 2025 and December 31, 2024, the Company had interest rate swaps with a notional amount of $352.1 million and $348.5 million, respectively, which were designated as fair value hedges of interest rate risk.

Table of Contents

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related derivatives. The following table presents the Company’s fixed-rate loans associated with the interest rate swaps and the loss included in loans receivable in the statements of financial condition as of the dates shown:

Cumulative amount of fair value

hedging adjustment included in the

Carrying amount of hedged assets

carrying amount of hedged assets⁽¹⁾

Line item in the consolidated statements of financial

September 30,

December 31,

September 30,

December 31,

condition in which the hedged item is included

2025

2024

2025

2024

Loans receivable

456,646

456,098

(17,504)

(28,698)


(1)		Fair value hedge adjustments included basis adjustments on terminated positions to be amortized through the contractual maturity date of each respective hedged item. Excluding those terminated positions, the fair value hedge adjustments consisted of losses totaling $19.5 million and $31.2 million as of September 30, 2025 and December 31, 2024, respectively.

Non-designated hedges

Derivatives not designated as hedges are not speculative and consist of interest rate swaps with commercial banking clients that facilitate their respective risk management strategies. Interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client swaps and the offsetting swaps are recognized directly in earnings. As of September 30, 2025 and December 31, 2024, the Company had matched interest rate swap transactions with an aggregate notional amount of $761.4 million and $840.9 million, respectively, related to this program. Derivative fee income from non-designated hedges totaled $0.2 million and $0.4 million for the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, derivative fee income from non-designated hedges totaled $0.3 million and $1.2 million, respectively.

As part of its mortgage banking activities, the Company enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the clients have locked into that interest rate. The Company then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Fair value changes of certain loans under interest rate lock commitments are hedged with forward sales contracts of MBS. Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in non-interest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Company determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying assets. The fair value of the underlying assets is impacted by current interest rates, remaining origination fees, costs of production to be incurred and the probability that the interest rate lock commitments will close or will be funded.

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Company does not expect any counterparty to any MBS contract to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Company fails to deliver the loans subject to interest rate risk lock commitments, it will still be obligated to “pair off” MBS to the counterparty. Should this be required, the Company could incur significant costs in acquiring replacement loans and such costs could have an adverse effect on the consolidated financial statements.

The fair value of the mortgage banking derivative is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change.

The Company had interest rate lock commitments with a notional value of $30.3 million and forward contracts with a notional value of $35.8 million at September 30, 2025. At December 31, 2024, the Company had interest rate lock commitments with a notional value of $20.0 million and forward contracts with a notional value of $29.2 million.

Table of Contents

Effect of derivative instruments on the consolidated statements of operations and accumulated other comprehensive income

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024:


	Location of gain (loss)	Amount of (loss) gain recognized in income on derivatives
	recognized in income on	For the three months ended September 30,				For the nine months ended September 30,
Derivatives in hedging relationships	derivatives	2025		2024		2025		2024
Fair value hedging relationships - Interest rate products	Interest and fees on loans	$	(595)	$	(11,452)	$	(6,702)	$	1,096
Cash flow hedging relationships - Interest rate products	Interest and fees on loans		(306)		(548)		(1,027)		(1,575)
Total		$	(901)	$	(12,000)	$	(7,729)	$	(479)