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 March 31, 2026

OR

☐ 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 May 1, 2026, the registrant had outstanding 44,790,822 shares of Class A voting common stock, each with $0.01 par value per share, excluding 808,262 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 March 31, 2026 and December 31, 2025	6
	Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	7
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	8
	Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025	9
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	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	75
Item 4.	Controls and Procedures	75
Part II. Other Information
Item 1.	Legal Proceedings	77
Item 1A.	Risk Factors	77
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77
Item 5.	Other Information	77
Item 6.	Exhibits	77

GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS

ACL	Allowance for credit losses	GDP	Gross domestic product
The acquisition	The acquisition of Vista Bancshares, Inc.	GNMA	Government National Mortgage Association
AFS	Available-for-sale	GSE	Government sponsored entity
AIR	Accrued interest receivable	HPI	Home price index
AOCI	Accumulated other comprehensive income (loss)	HTM	Held-to-maturity
ASC	Accounting Standards Codification	Inducement Plan	National Bank Holdings Corporation 2026 Inducement Plan
ASPP	Associate Stock Purchase Plan	ISDA	International Swaps and Derivative Association
ASU	Accounting Standards Update	MBS	Mortgage-backed securities
ATM	Automated Teller Machine	MSR	Mortgage servicing right
Banks	NBH Bank and Bank of Jackson Hole Trust, collectively	NBHC or the Company	National Bank Holdings Corporation and all affiliates
BOJH	Bank of Jackson Hole	NCO	Net charge-offs
BOJHT	Bank of Jackson Hole Trust	OCI	National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as amended, restated, other otherwise supplemented
Cambr	Cambr Solutions, LLC	Omnibus Plan	2023 Omnibus Incentive Plan
CECL	Current expected credit loss	OREO	Other real estate owned
CEO	Chief Executive Officer	PCD	Purchased credit deteriorated
Common stock	Class A common stock, par value $0.01 per share	PD	Probability of Default
CRE	Commercial real estate	PSL	Purchased seasoned loans
DCF	Discounted cash flow	PSU	Performance stock unit
EPS	Earnings Per Share	Repurchase	Repurchase the mortgage loans with identified defects, indemnify the investor or insurer, or reimburse the investor for credit loss incurred on the loan
Exchange Act	The Securities Exchange Act of 1934	ROTA	Return on tangible assets
FASB	Financial Accounting Standards Board	S&P	Standard and Poor’s
FDIC	Federal Deposit Insurance Corporation	SBA	Small Business Administration
Federal Reserve	Federal Reserve System	SBA Preferred Lender	An approved participant in the SBA Preferred Lender’s Program
FHA	Federal Housing Administration	SEC	Securities and Exchange Commission
FHLB	Federal Home Loan Bank	SOFR	Secured overnight financing rate
FHLMC	Federal Home Loan Mortgage Corporation	Topic 606	FASB ASC Topic 606
Fintech	Financial technology company	Transaction deposits	Demand, savings, and money market deposits
FNMA	Federal National Mortgage Association	TSR	Total shareholder return
FRB	Federal Reserve Bank	Vista	Vista Bancshares, Inc.
FTE	Fully taxable equivalent	Vista Equity Plan	Vista Bank Equity Incentive Plan
GAAP	Generally accepted accounting principles

3

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 generally 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. 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.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements due to a number of factors, including, but are not limited to:

● business and economic conditions, along with external events, such as political instability, geopolitical conflicts (including in regions such as the Middle East), international trade policies, tariffs, or acts of war, and the potential for such events to contribute to inflationary pressures, fluctuations in interest rates, disruptions in global supply chains, volatility in financial markets, and impacts on earnings and stock market performance;

● 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;

● changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary, fiscal, and international trade policy, and the volatility, including as influenced by geopolitical risks and related economic uncertainty;

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

● our desire to raise additional capital in connection with strategic growth initiatives and our ability to access the capital markets when desired or on favorable terms;

● changes in the fair value of our investment securities due to market conditions outside of our control;

● our investments in 2UniFi℠ and other fintechs and initiatives may subject us to material financial, reputational and strategic risks;

● the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio;

● 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 services providers, including traditional financial institutions and fintechs, and the effects of disintermediation within the banking business including consolidation within the industry;

● changes to federal government lending programs like the SBA’s Preferred Lender Program and the FHA’s insurance programs, including the impact of changes in regulations and budget appropriations 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;

● claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth business;

4

● our ability to manage and execute our organic growth and acquisition strategies, including our ability to realize the expected benefits of our acquisition strategies;

● 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;

● our ability to integrate Vista Bank into our business may be more difficult, costly or time consuming than expected and we may fail to realize the anticipated benefits or cost savings of the acquisition;

● failure to obtain regulatory approvals or consummate attractive acquisitions or continue to increase organic loan growth would restrict our growth plans:

● the accuracy of projected operating results for assets and businesses we acquire;

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

● our ability to execute our capital allocation strategy, including paying dividends or repurchasing shares, given regulatory limitations;

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

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

● the loss of our executive officers and key personnel;

● changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; 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, 2025 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.

5

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)

	March 31, 2026		December 31, 2025
ASSETS
Cash and cash equivalents	$	472,791	$	417,058
Investment securities available-for-sale (at fair value)		605,167		528,639
Investment securities held-to-maturity (fair value of $699,014 and $597,449 at March 31, 2026 and December 31, 2025, respectively)		757,350		651,732
Other securities		90,457		80,634
Loans		9,611,486		7,433,356
Allowance for credit losses		(113,477)		(87,415)
Loans, net		9,498,009		7,345,941
Loans held for sale		24,905		25,695
Other real estate owned		3,821		1,674
Premises and equipment, net		235,666		214,554
Goodwill		454,672		306,043
Intangible assets, net		67,375		48,337
Other assets		404,195		263,211
Total assets	$	12,614,408	$	9,883,518
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing demand deposits	$	2,573,213	$	2,204,241
Interest bearing demand deposits		1,546,569		1,237,006
Savings and money market		5,044,181		3,701,616
Time deposits		1,294,881		1,149,771
Total deposits		10,458,844		8,292,634
Securities sold under agreements to repurchase		16,991		17,350
Long-term debt, net		202,138		54,540
Other liabilities		271,560		133,880
Total liabilities		10,949,533		8,498,404
Shareholders’ equity:
Common stock, par value $0.01 per share: 400,000,000 shares authorized; 58,851,591 and 51,487,888 shares issued; and 44,692,472 and 37,772,516 shares outstanding at March 31, 2026 and December 31, 2025, respectively		588		515
Additional paid-in capital		1,454,100		1,171,581
Retained earnings		578,522		572,461
Treasury stock of 13,206,656 and 13,412,216 shares at March 31, 2026 and December 31, 2025, respectively, at cost		(320,269)		(315,397)
Accumulated other comprehensive loss, net of tax		(48,066)		(44,046)
Total shareholders’ equity		1,664,875		1,385,114
Total liabilities and shareholders’ equity	$	12,614,408	$	9,883,518

See accompanying notes to the consolidated interim financial statements.

6

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)

	For the three months ended
	March 31,
	2026		2025
Interest and dividend income:
Interest and fees on loans	$	144,975	$	120,207
Interest and dividends on investment securities		10,151		8,737
Dividends on other securities		516		480
Interest on interest bearing bank deposits		3,509		539
Total interest and dividend income		159,151		129,963
Interest expense:
Interest on deposits		48,369		41,267
Interest on borrowings		1,980		2,005
Total interest expense		50,349		43,272
Net interest income before provision for credit losses		108,802		86,691
Provision for credit loss expense		4,000		10,200
Net interest income after provision for credit losses		104,802		76,491
Non-interest income:
Service charges		4,192		4,118
Bank card fees		4,334		4,194
Mortgage banking income		2,742		3,315
Bank-owned life insurance income		887		764
Other non-interest income		5,578		2,985
Gain on security sales		246		—
Total non-interest income		17,979		15,376
Non-interest expense:
Salaries and benefits		56,970		34,362
Occupancy and equipment		15,834		10,837
Data processing		7,653		4,401
Marketing and business development		1,504		946
FDIC deposit insurance		1,358		1,326
Bank card expenses		1,078		1,103
Professional fees		2,232		1,423
Other non-interest expense		7,744		5,642
Other intangible assets amortization		2,464		1,977
Total non-interest expense		96,837		62,017
Income before income taxes		25,944		29,850
Income tax expense		5,151		5,619
Net income	$	20,793	$	24,231
Earnings per share—basic	$	0.46	$	0.63
Earnings per share—diluted		0.46		0.63
Common stock dividend		0.32		0.29
Weighted average number of common shares outstanding:
Basic		44,439,788		38,068,455
Diluted		44,610,511		38,229,869

See accompanying notes to the consolidated interim financial statements.

7

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

	For the three months ended
	March 31,
	2026		2025
Net income	$	20,793	$	24,231
Other comprehensive (loss) income, net of tax:
Securities available-for-sale:
Net unrealized (losses) gains arising during the period, net of tax benefit (expense) of $955 and ($3,033) for the three months ended March 31, 2026 and 2025, respectively		(3,904)		9,716
Less: reclassification adjustment for gain on security sales realized in net income, net of tax expense of $57 and $0 for the three months ended March 31, 2026 and 2025, respectively.		(189)		—
Less: amortization of net unrealized holding losses to income, net of tax benefit of $0 and $3 for the three months ended March 31, 2026 and 2025, respectively		—		(8)
Cash flow hedges:
Net unrealized gains arising during the period, net of tax expense of $292 and $474 for the three months ended March 31, 2026 and 2025, respectively		946		1,554
Less: reclassification for gains included in net income, net of tax expense of $267 and $385 for the three months ended March 31, 2026 and 2025, respectively		(873)		(1,269)
Other comprehensive (loss) income		(4,020)		9,993
Comprehensive income	$	16,773	$	34,224

See accompanying notes to the consolidated interim financial statements.

8

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 March 31,
									Accumulated
			Additional						other
	Common		paid-in		Retained		Treasury		comprehensive
	stock		capital		earnings		stock		income (loss), net		Total
Balance, December 31, 2024	$	515	$	1,167,431	$	508,864	$	(301,694)	$	(70,041)	$	1,305,075
Net income		—		—		24,231		—		—		24,231
Stock-based compensation		—		1,704		—		—		—		1,704
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $1,374, net		—		(702)		—		163		—		(539)
Cash dividends declared ($0.29 per share)		—		—		(11,156)		—		—		(11,156)
Other comprehensive income		—		—		—		—		9,993		9,993
Balance, March 31, 2025	$	515	$	1,168,433	$	521,939	$	(301,531)	$	(60,048)	$	1,329,308
Balance, December 31, 2025	$	515	$	1,171,581	$	572,461	$	(315,397)	$	(44,046)	$	1,385,114
Net income		—		—		20,793		—		—		20,793
Stock-based compensation		—		6,349		—		—		—		6,349
Issuance of stock under purchase and equity compensation plans, including gain on reissuance of treasury stock of $12,469, net		—		(12,416)		—		11,240		—		(1,176)
Issuance of common stock of 7,305,975 for acquisition of Vista		73		288,586		—		—		—		288,659
Repurchase of 401,869 shares		—		—		—		(16,112)		—		(16,112)
Cash dividends declared ($0.32 per share)		—		—		(14,732)		—		—		(14,732)
Other comprehensive loss		—		—		—		—		(4,020)		(4,020)
Balance, March 31, 2026	$	588	$	1,454,100	$	578,522	$	(320,269)	$	(48,066)	$	1,664,875

See accompanying notes to the consolidated interim financial statements.

9

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the three months ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	20,793	$	24,231
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for credit loss expense		4,000		10,200
Depreciation and amortization		8,955		6,328
Change in current income tax receivable		(6,318)		4,281
Change in deferred income taxes		(6,043)		4,560
Discount accretion, net of premium amortization on securities		(1,191)		(483)
Gain on sale of mortgages, net		(2,417)		(2,338)
Origination of loans held for sale, net of repayments		(80,076)		(72,646)
Proceeds from sales of loans held for sale		83,283		87,571
Originations of mortgage servicing rights		(92)		(62)
Proceeds from sales of mortgage servicing rights		—		2,360
Gain on sale of mortgage servicing rights		—		(646)
Stock-based compensation		6,349		1,704
Gain on security sales		(246)		—
Operating lease payments		(1,884)		(1,625)
Change in other assets		(79,069)		(11,605)
Change in other liabilities		(2,873)		(12,205)
Net cash (used in) provided by operating activities		(56,829)		39,625
Cash flows from investing activities:
Proceeds from maturities and paydowns of other securities		2,214		—
Proceeds from maturities and paydowns of investment securities available-for-sale		33,287		48,436
Proceeds from maturities and paydowns of investment securities held-to-maturity		32,763		17,027
Proceeds from sales of other securities		10,383		15,700
Proceeds from sales of investment securities available-for-sale		176,945		—
Proceeds from sales of other real estate owned		6,032		—
Purchases of other securities		(12,667)		(15,904)
Purchases of investment securities available-for-sale		(144,764)		(142,245)
Purchases of investment securities held-to-maturity		(137,863)		(190,624)
Purchases of premises and equipment, net		(5,491)		(10,166)
Net (increase) decrease in loans		(164,366)		138,351
Proceeds from the sale of loans		—		11,941
Net cash activity for acquisitions		250,074		—
Net cash provided by (used in) investing activities		46,547		(127,484)
Cash flows from financing activities:
Net (decrease) increase in deposits		(38,808)		186,312
Net (decrease) increase in repurchase agreements and other short-term borrowings		(359)		1,854
Proceeds from long-term debt issuance		150,000		—
Payment of long-term debt issuance costs		(2,752)		—
Net (payments to) advances from the FHLB		(10,000)		30,000
Issuance of stock under purchase and equity compensation plans		(1,762)		(583)
Proceeds from exercise of stock options		552		10
Payment of dividends		(14,744)		(11,284)
Repurchase of common stock		(16,112)		—
Net cash provided by financing activities		66,015		206,309
Increase in cash and cash equivalents		55,733		118,450
Cash and cash equivalents at beginning of the year		417,058		127,848
Cash and cash equivalents at end of period	$	472,791	$	246,298
Supplemental disclosure of cash flow information during the period:
Cash paid for interest	$	47,973	$	42,858
Net tax payments (refunds)		176		(95)
Supplemental schedule of non-cash activities:
Loans transferred to other real estate owned at fair value		1,645		—
Increase in loans purchased but not settled		129,588		60,350
Loans transferred from loans held for sale to loans		—		23

See accompanying notes to the consolidated interim financial statements.

10

NATIONAL BANK HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2026

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, and BOJHT is a Wyoming state-chartered bank and a member of the Federal Reserve. The Company provides a variety of banking products to both commercial and consumer clients through a network of over 100 banking centers, as of March 31, 2026, located primarily in Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho and Palm Beach, Florida, 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, 2025 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.

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, 2025 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, 2025, except for the following:

Acquisition activities—The Company accounts for business combinations under the acquisition method of accounting. Assets acquired and liabilities assumed are measured and recorded at fair value at the date of acquisition, including identifiable intangible assets. If the fair value of net assets acquired exceeds the fair value of consideration paid, a bargain purchase gain is recognized at the date of acquisition. Conversely, if the consideration paid exceeds the fair value of the net assets acquired, goodwill is recognized at the acquisition date. Fair values are subject to refinement for up to a maximum of one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Adjustments recorded to the acquired assets and liabilities assumed are applied prospectively in accordance with ASC Topic 805. The determination of the fair value of loans acquired takes into account credit quality deterioration and probability of loss with an ACL established on Day 1 through a gross-up adjustment to the amortized cost basis of the loans.

Identifiable intangible assets are recognized separately if they arise from contractual or other legal rights or if they are separable (i.e., capable of being sold, transferred, licensed, rented, or exchanged separately from the entity). The depositor relationship related to deposit liabilities, the client relationship related to assets under management, acquired technology intangibles and the trade name intangible (known as the core deposit, client relationship, acquired technology intangible assets and trade name intangible, respectively) may be exchanged in observable exchange transactions. As a result, these intangible assets are considered identifiable, because the separability criterion has been met.

11

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, 2025, except for the following:

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. The update amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the new guidance, the initial recognition of the ACL for purchased loans that meet the criteria to be deemed purchased seasoned loans is aligned with the treatment for PCD loans. Specifically, an ACL is established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the amortized cost basis of the loans. The Company elected to adopt ASU 2025-08 early, as permitted by the guidance, as of January 1, 2026. The update impacted purchase accounting entries related to loans from the Vista acquisition as described below in note 3.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software. The update eliminates the accounting consideration of software project development stages and enhances the guidance around the threshold for cost capitalization. The Company adopted ASU 2025-06 early as of January 1, 2026, using a prospective transition approach. The update did not have a material impact to the financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update is related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC Topic 606. It allows all entities to elect a practical expedient that assumes current conditions as of the balance sheet date do not change for the remaining life of the asset. The update also allows for an accounting policy election, which is not applicable to public business entities. The Company adopted ASU 2025-05 as of January 1, 2026, on a prospective basis, and elected to use the practical expedient. The guidance did not have a material impact on the Company’s financial statements.

Note 3 Acquisition Activities

On January 7, 2026, the Company completed its acquisition of Vista Bancshares, Inc., the bank holding company of Texas-based Vista Bank. Pursuant to the merger agreement executed in September 2025, the Company paid $89.0 million of cash consideration and issued 7.3 million shares of the Company’s common stock in exchange for all of the outstanding common stock of Vista Bancshares, Inc. The transaction was valued at $377.7 million in the aggregate, based on the Company’s closing price of $39.51 on January 6, 2026. In addition, the Company held $45.0 million in debt of Vista that was effectively settled upon closing. The acquisition added 12 banking centers, including 11 within the Dallas/Ft. Worth, Austin and Lubbock regions of Texas and one banking center in Palm Beach, Florida. Acquisition-related costs of $14.3 million, pre-tax, were included in the Company’s consolidated statements of operations for the three months ended March 31, 2026. The financial results as of and for the three months ended March 31, 2026 include activity of the combined entity. The Company has made the determination of fair values using the best information available at the time; however, purchase accounting is not complete and the assumptions used are subject to change and, if changed, could have a material effect on the Company's financial position and results of operations.

The Company determined that this acquisition constitutes a business combination as defined in ASC Topic 805, Business Combinations. Accordingly, as of the date of the acquisition, the Company has recorded the assets acquired and liabilities assumed at fair value. The Company determined fair values in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements and Disclosures. Fair value is established by discounting the expected future cash flows with a market discount rate for like maturities and risk instruments. The estimation of expected future cash flows, market conditions, other future events and actual results could differ materially from the original estimates. The determination of the fair values of fixed assets, loans, OREO and core deposit intangible involves a high degree of judgment and complexity.

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The table below summarizes net assets acquired (at fair value) and consideration transferred in connection with the Vista acquisition. The fair value of the acquired assets and liabilities noted in the table may change during the provisional period, which may last up to twelve months subsequent to the acquisition date. The Company may obtain additional information to refine the valuation of the acquired assets and liabilities and adjust the recorded fair value.

	January 7, 2026
Assets:
Cash and due from banks	$	339,112
Investment securities available-for-sale		145,509
Other securities		10,397
Loans		1,907,944
Other real estate owned		6,548
Premises and equipment		21,306
Core deposit and trade name intangible		21,547
Other assets		50,156
Total assets acquired	$	2,502,519
Liabilities:
Total deposits	$	2,205,031
Other liabilities		23,420
Total liabilities assumed	$	2,228,451
Identifiable net assets acquired	$	274,068
Consideration:
NBHC common stock paid at January 7, 2026, closing price of $39.51	$	288,659
Cash		89,038
Purchase price paid		377,697
Effective settlement of pre-existing debt (1)		45,000
Total	$	422,697
Estimated goodwill created	$	148,629

(1) The Company held $45.0 million in debt of Vista. The debt was effectively settled.

In connection with the Vista acquisition, the Company recorded $148.6 million of goodwill. The amount of goodwill recorded reflects the expanded market presence, synergies and operational efficiencies that are expected to result from the acquisition. The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks—The carrying amount of these assets was deemed a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities available-for-sale— The investment securities portfolio fair value was determined utilizing third-party pricing services.

Loans, net—The fair value of loans were based on a discounted cash flow methodology that considered the loans’ underlying characteristics including account type, remaining terms of loan, annual interest rates or coupon, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan to value ratios, loss exposure and remaining balance. The discount rates applied were based upon a build-up approach considering the alternative cost of funds, capital charges, servicing costs, and a liquidity premium. Loans were aggregated according to similar characteristics when applying the valuation method.

Core deposit and other intangibles—The Company recorded a core deposit intangible asset of $20.5 million and a trade name intangible of $1.0 million. The core deposit intangible was valued utilizing a discounted cash flow methodology based upon assumptions regarding retained balances, such as account retention rate and growth rates, interest expense including maintenance costs, and alternative costs of funding. The discount rate applied is consistent to that applied to loans above. The trade name intangible

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was valued using the relief‑from‑royalty method, which estimates fair value based on projected revenues, an assumed market‑based royalty rate, and a discount rate applied to the resulting cash flows.

The core deposit intangible and trade name intangible will be amortized straight-line over ten years.

Deposits—By definition, the fair value of demand and saving deposits equals the amount payable. For time deposits acquired, the Company utilized an income approach, discounting the contractual cash flows on the instruments over their remaining contractual lives at prevailing market rates.

Accounting for acquired loans

The Company adopted ASU 2025-08 as of January 1, 2026, which impacted the accounting for acquired loans. The Company grouped acquired loans according to similar characteristics. Loans that reflected a more-than-insignificant deterioration of credit were categorized as purchased credit deteriorated loans, and all other loans were categorized as purchased seasoned loans. For both PSLs and PCD loans, the initial estimate of expected credit losses was included in the balance of loans with an offsetting amount recorded to the ACL as of the date of acquisition.

The following table provides a summary of loans purchased as part of the Vista acquisition as of the acquisition date:

	Unpaid principal balance		Allowance for credit loss at acquisition		Net premium/ (discount) on acquired loans		Fair value
Purchased seasoned loans	$	1,897,010	$	(21,323)	$	(3,107)	$	1,872,580
PCD Loans		50,142		(8,139)		(6,639)		35,364
Total acquired loans	$	1,947,152	$	(29,462)	$	(9,746)	$	1,907,944

Unaudited Pro forma information

The following unaudited pro forma information combines the historical results of Vista and the Company. The pro forma financial information does not include the potential impacts of possible business model changes, current market conditions, revenue enhancements, expense efficiencies, or other factors. If the Vista acquisition had been completed on January 1, 2025, pro forma total revenue for the Company would have been approximately $126.8 million and $137.9 million for the three months ended March 31, 2026 and 2025, respectively. Pro forma net income for the Company would have been approximately $31.8 million and $20.7 million for the three months ended March 31, 2026 and 2025, respectively. Pro forma basic and dilutive earnings per share for the Company would have been $0.71 and $0.70 for the three months ended March 31, 2026, respectively, and $0.45 and $0.45 for the three months ended March 31, 2025, respectively. For the three months ended March 31, 2026, the pro forma information reflects adjustments made to exclude acquisition-related expenses of the Company totaling $14.3 million. Adjustments also included estimated net accretion of loan and investment marks of $1.4 million and estimated amortization of acquired identifiable intangibles of $0.5 million for the three months ended March 31, 2025.

The unaudited pro forma information is theoretical in nature and not necessarily indicative of future consolidated results of operations of the Company or the consolidated results of operations which would have resulted had the Company acquired Vista during the periods presented.

Note 4 Investment Securities

The Company’s investment securities portfolio is comprised of available-for-sale and held-to-maturity investment securities. These investment securities totaled $1.4 billion at March 31, 2026 and included $0.6 billion of available-for-sale securities and $0.8 billion of held-to-maturity securities. During 2026, the Company acquired available-for-sale securities with a fair value of $145.5 million related to the acquisition of Vista. At December 31, 2025, investment securities totaled $1.2 billion and included $0.5 billion of available-for-sale securities and $0.7 billion of held-to-maturity securities.

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Available-for-sale

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

	March 31, 2026
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	53,341	$	341	$	(5)	$	53,677
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		218,308		268		(17,605)		200,971
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		395,618		205		(45,555)		350,268
Other securities		251		—		—		251
Total investment securities available-for-sale	$	667,518	$	814	$	(63,165)	$	605,167

	December 31, 2025
	Amortized		Gross		Gross
	cost		unrealized gains		unrealized losses		Fair value
U.S. Treasury securities	$	73,144	$	1,082	$	—	$	74,226
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		173,308		1,248		(16,891)		157,665
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		338,768		563		(43,305)		296,026
Other securities		722		—		—		722
Total investment securities available-for-sale	$	585,942	$	2,893	$	(60,196)	$	528,639

During the three months ended March 31, 2026 and 2025, purchases of available-for-sale securities totaled $144.8 million and $142.2 million, respectively. Maturities and paydowns of available-for-sale securities during the three months ended March 31, 2026 and 2025 totaled $33.3 million and $48.4 million, respectively. During the three months ended March 31, 2026, the Company sold $176.9 million of available-for-sale securities, primarily related to Vista securities. There were no sales of available-for-sale securities during the three months ended March 31, 2025.

At March 31, 2026 and December 31, 2025, 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.

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:

	March 31, 2026
	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	$	4,909	$	(5)	$	—	$	—	$	4,909	$	(5)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		77,802		(675)		94,268		(16,930)		172,070		(17,605)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		76,350		(556)		224,836		(44,999)		301,186		(45,555)
Total	$	159,061	$	(1,236)	$	319,104	$	(61,929)	$	478,165	$	(63,165)

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	December 31, 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	$	—	$	—	$	96,937	$	(16,891)	$	96,937	$	(16,891)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		2,546		(5)		232,742		(43,300)		235,288		(43,305)
Total	$	2,546	$	(5)	$	329,679	$	(60,191)	$	332,225	$	(60,196)

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 89 securities, which were in an unrealized loss position at March 31, 2026, compared to 84 securities at December 31, 2025. The unrealized losses in the Company’s investment portfolio at March 31, 2026 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 $158.8 million and $102.4 million at March 31, 2026 and at December 31, 2025, respectively. The Company may also pledge available-for-sale investment securities as collateral for FHLB advances. No securities were pledged for this purpose at March 31, 2026 or December 31, 2025.

A summary of the available-for-sale securities by maturity is shown in the following table as of March 31, 2026. 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 $0.3 million as of March 31, 2026 that have no stated contractual maturity date.

	March 31, 2026
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
Within one year	$	29,891	$	30,031	4.23%
After one but within five years		23,450		23,646	4.30%
Total	$	53,341	$	53,677

As of March 31, 2026 and December 31, 2025, AIR from available-for-sale investment securities totaled $1.5 million and $1.9 million, respectively, and was included within other assets in the consolidated statements of financial condition.

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Held-to-maturity

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

	March 31, 2026
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	24,958	$	—	$	(28)	$	24,930
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		244,697		315		(23,592)		221,420
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		487,695		959		(35,990)		452,664
Total investment securities held-to-maturity	$	757,350	$	1,274	$	(59,610)	$	699,014

	December 31, 2025
			Gross		Gross
	Amortized		unrealized		unrealized
	cost		gains		losses		Fair value
U.S. Treasury securities	$	24,900	$	—	$	(49)	$	24,851
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		236,535		666		(23,227)		213,974
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		390,297		2,310		(33,983)		358,624
Total investment securities held-to-maturity	$	651,732	$	2,976	$	(57,259)	$	597,449

During the three months ended March 31, 2026 and 2025, purchases of held-to-maturity securities totaled $137.9 million and $190.6 million, respectively. Maturities and paydowns of held-to-maturity securities totaled $32.8 million and $17.0 million during the three months ended March 31, 2026 and 2025, respectively.

The held-to-maturity portfolio included 99 securities which were in an unrealized loss position as of March 31, 2026, compared to 92 securities at December 31, 2025. The tables below summarize the held-to-maturity securities with unrealized losses as of the dates shown, along with the length of the impairment period:

	March 31, 2026
	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	$	—	$	—	$	24,931	$	(28)	$	24,931	$	(28)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		26,946		(228)		158,774		(23,364)		185,720		(23,592)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		128,248		(1,077)		139,367		(34,913)		267,615		(35,990)
Total	$	155,194	$	(1,305)	$	323,072	$	(58,305)	$	478,266	$	(59,610)

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	December 31, 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	$	—	$	—	$	24,850	$	(49)	$	24,850	$	(49)
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		1,174		(1)		169,340		(23,226)		170,514		(23,227)
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		—		144,208		(33,983)		144,208		(33,983)
Total	$	1,174	$	(1)	$	338,398	$	(57,258)	$	339,572	$	(57,259)

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 GSEs, 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:

	March 31, 2026		December 31, 2025
	AA+		AA+
U.S. Treasury securities	$	24,958	$	24,900
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		244,697		236,535
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		487,695		390,297
Total investment securities held-to-maturity	$	757,350	$	651,732

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 $586.7 million and $604.0 million at March 31, 2026 and December 31, 2025, 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 March 31, 2026 or December 31, 2025.

A summary of the held-to-maturity securities by maturity is shown in the following table as of March 31, 2026. 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.

	March 31, 2026
					Weighted
	Amortized cost		Fair value		average yield
U.S. Treasury securities
Within one year	$	24,958	$	24,930	3.10%

As of March 31, 2026 and December 31, 2025, AIR from held-to-maturity investment securities totaled $2.0 million and $1.4 million, respectively, and was included within other assets in the consolidated statements of financial condition.

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Note 5 Other Securities

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

	March 31, 2026		December 31, 2025
FRB, FHLB and correspondent bank stock	$	35,479	$	24,641
Convertible preferred stock		18,508		18,508
Equity method investments		36,103		32,426
Equity securities with readily determinable fair values		367		5,059
Total	$	90,457	$	80,634

Other securities included FRB stock, FHLB stock, correspondent bank stock, convertible preferred stock, equity method investments and equity securities with readily determinable fair values. During the three months ended March 31, 2026, purchases of other securities totaled $12.7 million, proceeds from maturities and paydowns of other securities totaled $2.2 million, and proceeds from sales totaled $10.4 million. During the three months ended March 31, 2025, purchases of other securities totaled $15.9 million, and proceeds from other securities totaled $15.7 million. Purchases consisted primarily of FHLB stock, and proceeds consisted primarily of sales of FHLB stock. Changes in the Company’s FHLB stock holdings directly correlate to FHLB line of credit advances and paydowns.

FRB, FHLB and correspondent bank stock

At March 31, 2026 and December 31, 2025, the Company held FRB, FHLB and correspondent bank 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, FHLB and correspondent bank stock carried at cost.

Convertible preferred stock

Other securities include convertible preferred stock without a readily determinable fair value. During the three months ended March 31, 2026 and 2025, the Company had no purchases of convertible preferred stock.

Equity method investments

Other securities also include equity method investments totaling $36.1 million and $32.4 million at March 31, 2026 and December 31, 2025, respectively. Purchases of equity method investments during the three months ended March 31, 2026 and 2025 totaled $2.2 million and $0.5 million, respectively. During the three months ended March 31, 2026 and 2025, the Company recorded net unrealized gains totaling $0.1 million and net unrealized losses totaling $0.3 million, respectively, on equity method investments. These gains and losses were recorded in other non-interest income in the Company’s consolidated statements of operations. Carrying values of equity method investments without a readily determinable fair value are updated periodically and impairments may be taken to reflect a new basis. The Company recorded no impairment related to equity method investments without a readily determinable fair value for the three months ended March 31, 2026 or the year ended December 31, 2025.

Equity securities with readily determinable fair values

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 months ended March 31, 2026 and 2025, the Company sold $4.6 million and zero, respectively, of equity securities with readily determinable fair values, resulting in a realized loss totaling $0.7 million in the first quarter of 2026. During the three months ended March 31, 2026 and 2025, the Company recorded $0.1 million and zero, respectively, of unrealized losses from equity securities with readily determinable fair values.

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Note 6 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 $28.1 million and $21.7 million as of March 31, 2026 and December 31, 2025, respectively.

	March 31, 2026
	Total loans		% of total
Commercial	$	5,576,747	58.0%
Commercial real estate non-owner occupied		2,539,522	26.4%
Residential real estate		1,480,573	15.4%
Consumer		14,644	0.2%
Total	$	9,611,486	100.0%

	December 31, 2025
	Total loans		% of total
Commercial	$	4,668,153	62.8%
Commercial real estate non-owner occupied		1,582,428	21.3%
Residential real estate		1,169,699	15.7%
Consumer		13,076	0.2%
Total	$	7,433,356	100.0%

Information about delinquent and non-accrual loans is shown in the following tables at March 31, 2026 and December 31, 2025:

	March 31, 2026
			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	$	10,254	$	12,390	$	23,986	$	46,630	$	2,715,767	$	2,762,397
Municipal and non-profit		—		—		—		—		1,291,024		1,291,024
Owner occupied commercial real estate		6,481		1,211		1,806		9,498		1,282,165		1,291,663
Food and agribusiness		223		10,392		—		10,615		221,048		231,663
Total commercial		16,958		23,993		25,792		66,743		5,510,004		5,576,747
Commercial real estate non-owner occupied:
Construction		2,075		—		1,578		3,653		266,345		269,998
Acquisition/development		—		—		317		317		189,226		189,543
Multifamily		—		—		—		—		320,271		320,271
Non-owner occupied		254		—		—		254		1,759,456		1,759,710
Total commercial real estate non-owner occupied		2,329		—		1,895		4,224		2,535,298		2,539,522
Residential real estate:
Senior lien		2,103		2,856		2,135		7,094		1,386,750		1,393,844
Junior lien		218		—		168		386		86,343		86,729
Total residential real estate		2,321		2,856		2,303		7,480		1,473,093		1,480,573
Consumer		16		9		—		25		14,619		14,644
Total loans	$	21,624	$	26,858	$	29,990	$	78,472	$	9,533,014	$	9,611,486

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	March 31, 2026
	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	$	11,679	$	12,307	$	23,986
Owner occupied commercial real estate		1,806		—		1,806
Total commercial		13,485		12,307		25,792
Commercial real estate non-owner occupied:
Construction		1,578		—		1,578
Acquisition/development		46		271		317
Total commercial real estate non-owner occupied		1,624		271		1,895
Residential real estate:
Senior lien		1,524		611		2,135
Junior lien		168		—		168
Total residential real estate		1,692		611		2,303
Total loans	$	16,801	$	13,189	$	29,990

	December 31, 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	$	6,243	$	4,716	$	19,607	$	30,566	$	2,007,138	$	2,037,704
Municipal and non-profit		—		—		—		—		1,273,761		1,273,761
Owner occupied commercial real estate		1,498		1,541		2,355		5,394		1,123,224		1,128,618
Food and agribusiness		2,868		6,184		—		9,052		219,018		228,070
Total commercial		10,609		12,441		21,962		45,012		4,623,141		4,668,153
Commercial real estate non-owner occupied:
Construction		—		—		—		—		188,992		188,992
Acquisition/development		—		867		331		1,198		51,289		52,487
Multifamily		—		—		—		—		298,497		298,497
Non-owner occupied		154		—		—		154		1,042,298		1,042,452
Total commercial real estate non-owner occupied		154		867		331		1,352		1,581,076		1,582,428
Residential real estate:
Senior lien		1,027		2,100		2,332		5,459		1,082,248		1,087,707
Junior lien		123		—		249		372		81,620		81,992
Total residential real estate		1,150		2,100		2,581		5,831		1,163,868		1,169,699
Consumer		48		9		38		95		12,981		13,076
Total loans	$	11,961	$	15,417	$	24,912	$	52,290	$	7,381,066	$	7,433,356

	December 31, 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	$	13,738	$	5,869	$	19,607
Owner occupied commercial real estate		2,355		—		2,355
Total commercial		16,093		5,869		21,962
Commercial real estate non-owner occupied:
Acquisition/development		47		284		331
Total commercial real estate non-owner occupied		47		284		331
Residential real estate:
Senior lien		1,715		617		2,332
Junior lien		249		—		249
Total residential real estate		1,964		617		2,581
Consumer		38		—		38
Total loans	$	18,142	$	6,770	$	24,912

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 months ended March 31, 2026 or 2025.

21

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 2025 Annual Report on Form 10-K.

22

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 three months ended March 31, 2026 and the year ended December 31, 2025:

	March 31, 2026
													Revolving		Revolving
													loans		loans
	Origination year												amortized		converted
	2026		2025		2024		2023		2022		Prior		cost basis		to term		Total
Commercial:
Commercial and industrial:
Pass	$	219,264	$	622,399	$	503,722	$	155,286	$	227,469	$	250,203	$	642,724	$	586	$	2,621,653
Special mention		—		11,482		4,699		27,919		13,376		4,422		15,621		(1)		77,518
Substandard		—		805		4,839		14,833		2,953		11,299		20,028		1,292		56,049
Doubtful		—		4,000		750		1,231		454		742		—		—		7,177
Total commercial and industrial		219,264		638,686		514,010		199,269		244,252		266,666		678,373		1,877		2,762,397
Gross charge-offs: Commercial and industrial		—		—		—		2,525		62		4,722		—		—		7,309
Municipal and non-profit:
Pass		42,299		260,834		108,631		127,848		133,277		581,504		36,631		—		1,291,024
Total municipal and non-profit		42,299		260,834		108,631		127,848		133,277		581,504		36,631		—		1,291,024
Owner occupied commercial real estate:
Pass		38,905		191,595		179,063		134,088		251,359		400,864		27,593		72		1,223,539
Special mention		—		1,946		6,361		2,546		6,186		23,468		—		—		40,507
Substandard		—		—		650		1,939		6,428		13,632		2,659		—		25,308
Doubtful		—		—		—		250		121		1,713		225		—		2,309
Total owner occupied commercial real estate		38,905		193,541		186,074		138,823		264,094		439,677		30,477		72		1,291,663
Gross charge-offs: Owner occupied commercial real estate		—		—		—		—		142		—		—		—		142
Food and agribusiness:
Pass		290		1,609		14,735		15,561		63,955		25,738		83,663		103		205,654
Special mention		—		—		5,631		—		9,866		16		298		—		15,811
Substandard		—		—		—		—		—		10,198		—		—		10,198
Total food and agribusiness		290		1,609		20,366		15,561		73,821		35,952		83,961		103		231,663
Total commercial		300,758		1,094,670		829,081		481,501		715,444		1,323,799		829,442		2,052		5,576,747
Gross charge-offs: Commercial		—		—		—		2,525		204		4,722		—		—		7,451
Commercial real estate non-owner occupied:
Construction:
Pass		16,188		61,021		87,993		19,426		19,858		22,001		20,606		14,901		261,994
Substandard		—		118		—		—		5,671		1,345		—		—		7,134
Doubtful		—		18		—		—		620		232		—		—		870
Total construction		16,188		61,157		87,993		19,426		26,149		23,578		20,606		14,901		269,998
Acquisition/development:
Pass		16,095		32,513		68,820		4,076		24,236		13,442		7,504		—		166,686
Special mention		—		—		1,974		9,872		7,267		—		—		—		19,113
Substandard		—		—		—		2,614		—		317		—		—		2,931
Doubtful		—		—		249		564		—		—		—		—		813
Total acquisition/development		16,095		32,513		71,043		17,126		31,503		13,759		7,504		—		189,543
Multifamily:
Pass		—		37,667		1,307		32,753		161,728		74,047		—		—		307,502
Special mention		—		—		—		—		4,464		—		—		—		4,464
Substandard		—		—		—		—		8,305		—		—		—		8,305
Total multifamily		—		37,667		1,307		32,753		174,497		74,047		—		—		320,271
Non-owner occupied:
Pass		188,338		174,305		222,225		192,960		313,470		617,999		30,902		2,480		1,742,679
Special mention		—		—		696		—		7,255		174		—		—		8,125
Substandard		—		—		—		—		2,052		3,949		—		—		6,001
Doubtful		—		—		—		—		2,352		553		—		—		2,905
Total non-owner occupied		188,338		174,305		222,921		192,960		325,129		622,675		30,902		2,480		1,759,710
Total commercial real estate non-owner occupied		220,621		305,642		383,264		262,265		557,278		734,059		59,012		17,381		2,539,522
Residential real estate:
Senior lien:
Pass		62,252		236,047		115,800		63,624		373,787		502,382		32,072		261		1,386,225
Special mention		—		—		—		—		—		537		—		—		537
Substandard		59		—		2,113		734		1,699		2,117		—		—		6,722
Doubtful		—		—		254		—		106		—		—		—		360
Total senior lien		62,311		236,047		118,167		64,358		375,592		505,036		32,072		261		1,393,844
Gross charge-offs: Senior lien		—		—		—		—		—		52		—		—		52
Junior lien:
Pass		5,314		2,472		1,729		2,932		3,724		5,931		62,961		1,212		86,275
Special mention		—		—		—		—		—		27		—		—		27
Substandard		—		—		—		—		86		179		162		—		427
Total junior lien		5,314		2,472		1,729		2,932		3,810		6,137		63,123		1,212		86,729
Total residential real estate		67,625		238,519		119,896		67,290		379,402		511,173		95,195		1,473		1,480,573
Gross charge-offs: Residential real estate		—		—		—		—		—		52		—		—		52
Consumer:
Pass		2,012		3,191		1,658		1,043		512		463		5,726		21		14,626
Substandard		—		9		9		—		—		—		—		—		18
Total consumer		2,012		3,200		1,667		1,043		512		463		5,726		21		14,644
Gross charge-offs: Consumer		196		—		—		12		—		46		—		—		254
Total loans	$	591,016	$	1,642,031	$	1,333,908	$	812,099	$	1,652,636	$	2,569,494	$	989,375	$	20,927	$	9,611,486
Gross charge-offs: Total loans	$	196	$	—	$	—	$	2,537	$	204	$	4,820	$	—	$	—	$	7,757

23

	December 31, 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	$	448,020	$	367,280	$	116,168	$	228,648	$	149,829	$	105,169	$	427,465	$	36,042	$	1,878,621
Special mention		12,367		794		33,712		7,835		1,311		3,338		15,938		2,376		77,671
Substandard		1		8,765		17,661		3,084		19,043		3,108		21,665		682		74,009
Doubtful		4,000		291		2,079		387		—		646		—		—		7,403
Total commercial and industrial		464,388		377,130		169,620		239,954		170,183		112,261		465,068		39,100		2,037,704
Gross charge-offs: Commercial and industrial		933		3,042		14,062		366		2,504		1,094		—		—		22,001
Municipal and non-profit:
Pass		268,314		114,545		128,619		133,664		208,117		385,561		34,941		—		1,273,761
Total municipal and non-profit		268,314		114,545		128,619		133,664		208,117		385,561		34,941		—		1,273,761
Owner occupied commercial real estate:
Pass		140,118		213,072		113,393		192,107		124,070		242,553		15,572		1,117		1,042,002
Special mention		—		2,955		1,664		7,387		6,906		22,164		850		—		41,926
Substandard		—		12,227		9,509		8,135		8,874		5,290		—		—		44,035
Doubtful		—		—		—		239		—		416		—		—		655
Total owner occupied commercial real estate		140,118		228,254		124,566		207,868		139,850		270,423		16,422		1,117		1,128,618
Gross charge-offs: Owner occupied commercial real estate		—		—		2,266		1,480		—		303		—		—		4,049
Food and agribusiness:
Pass		630		13,377		8,500		61,432		6,063		18,866		101,022		4,072		213,962
Special mention		—		—		—		3,659		—		4,407		—		—		8,066
Substandard		—		—		—		83		867		5,092		—		—		6,042
Total food and agribusiness		630		13,377		8,500		65,174		6,930		28,365		101,022		4,072		228,070
Gross charge-offs: Food and agribusiness		—		—		24		—		—		—		—		—		24
Total commercial		873,450		733,306		431,305		646,660		525,080		796,610		617,453		44,289		4,668,153
Gross charge-offs: Commercial		933		3,042		16,352		1,846		2,504		1,397		—		—		26,074
Commercial real estate non-owner occupied:
Construction:
Pass		18,338		85,198		8,900		42,629		—		880		33,047		—		188,992
Total construction		18,338		85,198		8,900		42,629		—		880		33,047		—		188,992
Acquisition/development:
Pass		4,483		16,627		435		20,076		1,923		8,072		540		—		52,156
Substandard		—		—		—		—		—		331		—		—		331
Total acquisition/development		4,483		16,627		435		20,076		1,923		8,403		540		—		52,487
Multifamily:
Pass		11,500		1,320		37,107		146,730		23,501		65,554		—		—		285,712
Special mention		—		—		—		4,482		—		—		—		—		4,482
Substandard		—		—		—		8,303		—		—		—		—		8,303
Total multifamily		11,500		1,320		37,107		159,515		23,501		65,554		—		—		298,497
Non-owner occupied:
Pass		61,931		48,296		140,934		238,047		154,937		340,290		22,351		—		1,006,786
Special mention		4,700		—		—		—		—		179		—		—		4,879
Substandard		—		—		—		3,000		—		27,787		—		—		30,787
Total non-owner occupied		66,631		48,296		140,934		241,047		154,937		368,256		22,351		—		1,042,452
Gross charge-offs: Non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Total commercial real estate non-owner occupied		100,952		151,441		187,376		463,267		180,361		443,093		55,938		—		1,582,428
Gross charge-offs: Commercial real estate non-owner occupied		—		—		—		—		1,467		—		—		—		1,467
Residential real estate:
Senior lien:
Pass		118,410		55,172		46,936		364,528		250,897		225,011		21,622		4		1,082,580
Special mention		—		—		—		—		—		11		—		—		11
Substandard		—		5		737		1,996		442		1,896		—		—		5,076
Doubtful		—		—		—		40		—		—		—		—		40
Total senior lien		118,410		55,177		47,673		366,564		251,339		226,918		21,622		4		1,087,707
Gross charge-offs: Senior lien		—		26		—		145		1		1		—		—		173
Junior lien:
Pass		2,778		5,871		3,110		3,837		876		5,264		59,651		68		81,455
Special mention		—		—		—		—		—		27		—		—		27
Substandard		—		—		—		87		—		259		164		—		510
Total junior lien		2,778		5,871		3,110		3,924		876		5,550		59,815		68		81,992
Total residential real estate		121,188		61,048		50,783		370,488		252,215		232,468		81,437		72		1,169,699
Gross charge-offs: Residential real estate		—		26		—		145		1		1		—		—		173
Consumer:
Pass		4,157		1,812		1,007		553		347		312		4,794		37		13,019
Substandard		10		9		—		—		—		38		—		—		57
Total consumer		4,167		1,821		1,007		553		347		350		4,794		37		13,076
Gross charge-offs: Consumer		715		11		1		—		—		20		—		—		747
Total loans	$	1,099,757	$	947,616	$	670,471	$	1,480,968	$	958,003	$	1,472,521	$	759,622	$	44,398	$	7,433,356
Gross charge-offs: Total loans	$	1,648	$	3,079	$	16,353	$	1,991	$	3,972	$	1,418	$	—	$	—	$	28,461

24

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 March 31, 2026 and December 31, 2025:

	March 31, 2026
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	10,447	$	15,737	$	26,184
Owner occupied commercial real estate		4,843		1,086		5,929
Total commercial		15,290		16,823		32,113
Commercial real estate non-owner occupied:
Acquisition/development		5,401		—		5,401
Non-owner occupied		6,907		978		7,885
Total commercial real estate non-owner occupied		12,308		978		13,286
Residential real estate:
Senior lien		3,748		—		3,748
Total residential real estate		3,748		—		3,748
Total loans	$	31,346	$	17,801	$	49,147

	December 31, 2025
					Total amortized
	Real property		Business assets		cost basis
Commercial:
Commercial and industrial	$	3,095	$	18,453	$	21,548
Owner occupied commercial real estate		4,563		1,052		5,615
Total commercial		7,658		19,505		27,163
Residential real estate:
Senior lien		1,030		—		1,030
Total residential real estate		1,030		—		1,030
Total loans	$	8,688	$	19,505	$	28,193

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 modified loans. Modified loans may include principal forgiveness, interest rate reductions, other-than-insignificant-payment delays, term extensions or any combination thereof.

25

The following schedules present, by loan class, the amortized cost basis for loans to borrowers experiencing financial difficulty that remain outstanding and were modified during the periods presented:

	As of and for the three months ended March 31, 2026
	Term Extension
	Amortized		% of loan
	cost basis		class
Residential real estate:
Senior lien		59	0.0%
Total loans	$	59	0.0%

	As of and for the three months ended March 31, 2025
	Payment Delay
	Amortized		% of loan
	cost basis		class
Commercial:
Commercial and industrial	$	3,526	0.2%
Owner occupied commercial real estate		2,195	0.2%
Total commercial		5,721	0.1%
Total loans	$	5,721	0.1%

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:

	March 31, 2026
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	5,576	$	1,934	$	382	$	4,436
Total commercial		5,576		1,934		382		4,436
Commercial real estate non-owner occupied:
Acquisition/development		—		—		—		271
Non-owner occupied		31,239		—		—		—
Total commercial real estate non-owner occupied		31,239		—		—		271
Residential real estate:
Senior lien		59		—		—		—
Total residential real estate		59		—		—		—
Total loans	$	36,874	$	1,934	$	382	$	4,707

	March 31, 2025
	Current		30-89 days past due		90+ days past due		Non-accrual
Commercial:
Commercial and industrial	$	5,014	$	7,454	$	—	$	1,602
Owner occupied commercial real estate		2,195		—		—		—
Total commercial		7,209		7,454		—		1,602
Commercial real estate non-owner occupied:
Non-owner occupied		158		—		—		—
Total commercial real estate non-owner occupied		158		—		—		—
Residential real estate:
Senior lien		20		—		—		—
Junior lien		—		—		—		42
Total residential real estate		20		—		—		42
Total loans	$	7,387	$	7,454	$	—	$	1,644

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 months ended March 31, 2026, the Company had six modified loans with an amortized cost totaling $3.6 million that were modified within the past 12 months, primarily utilizing payment delays with one loan utilizing a term extension, that defaulted on their modified terms. During the three months ended March 31, 2025, the Company had one modified loan with an amortized cost totaling $1.6 million that was modified within the past 12 months, utilizing a payment delay, that defaulted on its modified terms. For purposes of this disclosure, the Company considers “default” to mean 90 days or more past due on principal or

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interest. The allowance for credit losses related to modified loans 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 modified loans.

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 March 31, 2026
	Financial Effect
	Term Extension
Residential real estate:
Senior lien	Extended a weighted average of 10.9 years to the life of loans

	As of and for the three months ended March 31, 2025
	Financial Effect
	Payment Delay
Commercial:
Commercial and industrial	Delayed payments for a weighted average of 0.4 years
Owner occupied commercial real estate	Delayed payments for a weighted average of 0.3 years

Note 7 Allowance for Credit Losses

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

	Three months ended March 31, 2026
			Non-owner
			occupied
			commercial		Residential
	Commercial		real estate		real estate		Consumer		Total
Beginning balance	$	47,482	$	23,076	$	16,597	$	260	$	87,415
Allowance for credit loss at acquisition		10,172		15,065		4,208		17		29,462
Charge-offs		(7,451)		—		(52)		(254)		(7,757)
Recoveries		13		—		2		42		57
Provision expense (release) for credit losses on loans		5,153		(111)		(963)		221		4,300
Ending balance	$	55,369	$	38,030	$	19,792	$	286	$	113,477

	Three months ended March 31, 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		(13,569)		(1,467)		—		(215)		(15,251)
Recoveries		56		17		28		37		138
Provision expense (release) for credit losses on loans		13,019		(1,192)		(1,147)		170		10,850
Ending balance	$	48,058	$	23,494	$	18,307	$	333	$	90,192

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.

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At March 31, 2026 and December 31, 2025, the allowance for credit losses totaled $113.5 million and $87.4 million, respectively. As a result of the Vista acquisition, we recorded $29.5 million of allowance for credit losses for the loans acquired. The remaining increase during the three months ended March 31, 2026, excluding net charge-offs, was driven by loan growth. During the three months ended March 31, 2026, the Company recorded provision expense for credit losses totaling $4.0 million, including $4.3 million provision expense for funded loans and $0.3 million of provision release for unfunded loan commitments. During the three months ended March 31, 2025, the Company recorded provision expense for credit losses totaling $10.2 million, which included $10.9 million of provision expense for funded loans and $0.7 million of provision release for unfunded loan commitments. Net charge-offs on loans during the three months ended March 31, 2026 and 2025 totaled $7.7 million and $15.1 million, respectively.

The Company has elected to exclude AIR from the allowance for credit losses calculation. As of March 31, 2026 and December 31, 2025, AIR from loans totaled $51.9 million and $38.3 million, respectively.

Note 8 Goodwill and Intangible Assets

Goodwill and other intangible assets

In connection with our acquisitions, the Company’s goodwill was $454.7 million as of March 31, 2026. The Vista acquisition added $148.6 million of goodwill as of March 31, 2026. 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 months ended March 31, 2026 or the year ended December 31, 2025.

The gross carrying amounts of other intangible assets and the associated accumulated amortization at March 31, 2026 and December 31, 2025, are presented as follows:

	March 31, 2026						December 31, 2025
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
	amount		amortization		amount		amount		amortization		amount
Core deposit intangible	$	112,113	$	(62,584)	$	49,529	$	91,566	$	(60,739)	$	30,827
Customer relationship intangible		17,000		(6,539)		10,461		17,000		(6,059)		10,941
Acquired technology intangible		2,300		(1,265)		1,035		2,300		(1,150)		1,150
Trade name intangible		1,000		(25)		975		—		—		—
Total	$	132,413	$	(70,413)	$	62,000	$	110,866	$	(67,948)	$	42,918

The Vista acquisition added a core deposit intangible totaling $20.5 million and a trade name intangible totaling $1.0 million as of March 31, 2026.

The Company is amortizing intangibles from acquisitions over a weighted average period of 9.9 years from the date of the respective acquisitions. The core deposit, customer relationship and trade name intangibles are being amortized over a weighted average period of 10 years, the acquired technology intangible is being amortized over a weighted average period of five years. The Company recognized other intangible assets amortization expense of $2.5 million and $2.0 million during the three months ended March 31, 2026 and 2025, 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 nine months ending December 31, 2026	$	7,317
2027		9,697
2028		8,297
2029		7,945
2030		7,823

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Servicing Rights

Mortgage servicing rights

MSRs represent rights to service loans originated by the Company and sold to GSEs 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 $0.3 billion at March 31, 2026 and 2025, respectively.

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

	For the three months ended March 31,
	2026		2025
Beginning balance	$	2,841	$	4,835
Originations		92		62
Sales		—		(1,811)
Amortization		(104)		(132)
Ending balance		2,829		2,954
Fair value of mortgage servicing rights	$	4,386	$	4,457

During the three months ended March 31, 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. The discount rate ranged from 9.5% to 10.0% and the constant prepayment speed ranged from 6.4% to 11.0% for the March 31, 2026 valuation. The discount rate ranged from 10.0% to 10.5%, and the constant prepayment speed ranged from 6.3% to 12.4% for the March 31, 2025 valuation. Included in mortgage banking income in the consolidated statements of operations was servicing income of $0.2 million and $0.9 million for the three months ended March 31, 2026 and 2025, 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. There was no impairment of MSRs during the three months ended March 31, 2026 or 2025. 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 nine months ending December 31, 2026	$	251
2027		305
2028		269
2029		237
2030		209

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 $127.6 million and $125.5 million of SBA loans that have been sold into the secondary market as of March 31, 2026 and December 31, 2025, respectively. The Company recognized SBA servicing asset fee income totaling $0.2 million for both the three months ended March 31, 2026 and 2025.

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

	For the three months ended March 31,
	2026		2025
Beginning balance	$	2,578	$	2,862
Originations		90		42
Disposals		(59)		(68)
Recovery		4		90
Amortization		(67)		(149)
Ending balance		2,546		2,777
Fair value of SBA servicing asset	$	2,546	$	2,777

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 three months ended March 31, 2026 and 2025, the key assumptions used to determine the fair value of the Company’s SBA servicing asset included weighted average lifetime constant prepayment rates equal to 16.0% and 15.7%, respectively, and weighted average discount rates equal to 10.4% and 9.3%, 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 nine months ending December 31, 2026	$	229
2027		278
2028		245
2029		215
2030		190

Note 9 Borrowings

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

Securities sold under agreements to repurchase

The Company enters into repurchase agreements to facilitate the needs of its clients. As of March 31, 2026 and December 31, 2025, the Company sold securities under agreements to repurchase totaling $17.0 million and $17.4 million, respectively. The Company pledged mortgage-backed securities with a fair value of approximately $26.7 million and $28.5 million as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the Company had $9.7 million and $11.1 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 $2.0 billion at March 31, 2026. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale. At March 31, 2026 and December 31, 2025, NBH Bank had no 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 March 31, 2026 or December 31, 2025. Loans pledged were $3.6 billion and $2.4 billion at March 31, 2026 and December 31, 2025, respectively. The Company incurred $0.1 million and $1.1 million of interest expense related to FHLB advances and other short-term borrowings for the three months ended March 31, 2026 and 2025, respectively.

In connection with the acquisition, the Company paid off Vista’s FHLB term loan during the three months ended March 31, 2026, which incurred a prepayment penalty totaling $0.1 million, included in interest on borrowings in the consolidated statements of operations.

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Long-term debt

During February 2026, the Company closed a public offering of fixed-to-floating rate subordinated notes totaling $150.0 million. The balance on the notes at March 31, 2026, net of long-term debt issuance costs of $2.7 million, totaled $147.3 million. During the three months ended March 31, 2026, interest expense totaling $1.2 million was recorded in the consolidated statements of operations. From the issue date to February 15, 2031, or the date of earlier redemption, the Company will pay interest on the notes semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2026, at a fixed annual interest rate equal to 5.875%. From February 15, 2031 to the maturity date, or the date of earlier redemption, the floating interest rate per annum will be equal to the three-month term SOFR plus a spread of 241 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on May 15, 2031. The notes will mature on February 15, 2036. The Company may, at its option, redeem the notes in whole or in part beginning with the interest payment date of February 15, 2031 and on any interest payment date thereafter. The Company deployed the net proceeds from the sale of the notes for general corporate purposes.

The Company also holds a fixed-to-floating rate note totaling $40.0 million. The balance on the note at March 31, 2026 and December 31, 2025, net of long-term debt issuance costs totaling $0.1 million, totaled $40.0 million. During the three months ended March 31, 2026 and 2025, interest expense totaling $0.3 million 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 subordinated fixed-to-floating rate notes totaling $15.0 million. The balance on the notes at March 31, 2026 and December 31, 2025, net of the fair value adjustment from the acquisition, totaled $15.0 million. Interest expense related to the notes totaling $0.1 million was recorded in the consolidated statements of operations during the three months ended March 31, 2026 and 2025. 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 10 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.

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Under the Basel III requirements, at March 31, 2026 and December 31, 2025, 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:

	March 31, 2026
				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	10.4%	$	1,222,565	N/A		N/A	4.0%	$	468,102
NBH Bank	10.2%		1,186,624	5.0%	$	583,205	4.0%		466,564
Bank of Jackson Hole Trust	34.6%		13,291	5.0%		1,922	4.0%		1,538
Common equity tier 1 risk based capital:
Consolidated	12.5%	$	1,222,565	N/A		N/A	7.0%	$	684,036
NBH Bank	12.2%		1,186,624	6.5%	$	632,032	7.0%		680,650
Bank of Jackson Hole Trust	129.7%		13,291	6.5%		666	7.0%		718
Tier 1 risk based capital ratio:
Consolidated	12.5%	$	1,222,565	N/A		N/A	8.5%	$	830,615
NBH Bank	12.2%		1,186,624	8.0%	$	777,886	8.5%		826,504
Bank of Jackson Hole Trust	129.7%		13,291	8.0%		820	8.5%		871
Total risk based capital ratio:
Consolidated	15.8%	$	1,542,004	N/A		N/A	10.5%	$	1,026,054
NBH Bank	13.4%		1,301,078	10.0%	$	972,357	10.5%		1,020,975
Bank of Jackson Hole Trust	129.9%		13,320	10.0%		1,025	10.5%		1,076

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

	December 31, 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	11.6%	$	1,101,481	N/A		N/A	4.0%	$	381,030
NBH Bank	10.2%		963,497	5.0%	$	474,353	4.0%		379,483
Bank of Jackson Hole Trust	34.2%		13,219	5.0%		1,934	4.0%		1,548
Common equity tier 1 risk based capital:
Consolidated	14.9%	$	1,101,481	N/A		N/A	7.0%	$	517,822
NBH Bank	13.1%		963,497	6.5%	$	477,845	7.0%		514,602
Bank of Jackson Hole Trust	79.3%		13,219	6.5%		1,083	7.0%		1,167
Tier 1 risk based capital ratio:
Consolidated	14.9%	$	1,101,481	N/A		N/A	8.5%	$	628,784
NBH Bank	13.1%		963,497	8.0%	$	588,117	8.5%		624,874
Bank of Jackson Hole Trust	79.3%		13,219	8.0%		1,333	8.5%		1,417
Total risk based capital ratio:
Consolidated	16.8%	$	1,244,572	N/A		N/A	10.5%	$	776,733
NBH Bank	14.3%		1,051,838	10.0%	$	735,146	10.5%		771,904
Bank of Jackson Hole Trust	79.5%		13,250	10.0%		1,667	10.5%		1,750

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

Note 11 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.

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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.

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The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, and non-interest expense in-scope of Topic 606 for the three months ended March 31, 2026 and 2025:

	For the three months ended March 31,
	2026		2025
Non-interest income
In-scope of Topic 606:
Service charges and other account-related fees	$	5,232	$	5,232
Bank card fees		4,334		4,194
Other non-interest income		1,791		1,396
Non-interest income (in-scope of Topic 606)		11,357		10,822
Non-interest income (out-of-scope of Topic 606)		6,622		4,554
Total non-interest income	$	17,979	$	15,376
Non-interest expense
In-scope of Topic 606:
Other non-interest expense(1)	$	(12)	$	—
Total revenue in-scope of Topic 606	$	11,345	$	10,822

(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 12 Stock-based Compensation and Benefits

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

To date, the Company has issued stock options, restricted stock and PSUs. If awarded, 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.

In connection with the acquisition of Vista, the Company assumed the Vista Equity Plan and adopted the Inducement Plan. During the quarter, the Company registered 95,396 shares under the Vista Equity Plan, which may be issuable upon the vesting or settlement of a portion of a restricted stock award granted under the Vista Equity Plan. These replacement awards consist of non‑vested restricted shares of common stock that will vest based on continued service, and had a weighted‑average grant‑date fair value of $39.33 per share.

During the quarter, the Company issued 36,265 shares of common stock under the Inducement Plan, consisting of 22,398 non‑vested restricted shares that vest based on continued service and 13,867 PSUs. The inducement awards had a weighted‑average grant‑date fair value of $39.59 per share. The PSUs vest based on performance conditions generally consistent with the Company’s other PSU awards, with one‑half of the award based on the achievement of cumulative adjusted EPS targets and one‑half based on relative ROTA subject to an adjustment factor ranging from 80% - 120% based on the Company’s cumulative relative TSR during the performance period. All awards are equity‑classified and accounted for under ASC Topic 718, Compensation—Stock Compensation, with compensation expense recognized over the respective service or performance periods.

Stock options

Prior to 2024, the Company issued stock options, which are primarily time-vesting with 1/3 vesting on each of the first, second and third anniversary of the date of grant or date of hire. At March 31, 2026 and 2025, the Company had 516,196 and 560,386 stock options outstanding, respectively, at a weighted average exercise price of $33.16 and $32.93, respectively. No stock options were granted during the three months ended March 31, 2026. Stock option expense is a component of salaries and benefits in the consolidated statements of operations and totaled $12.4 thousand and $42.9 thousand for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, there was $4.6 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 0.1 years.

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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.

The Company granted 567,549 shares of performance-based restricted stock in 2026 in connection with the Vista acquisition. One-third of each such award is performance-based and will vest on December 15, 2026, subject to continued employment through such date and the achievement of: (i) with respect to 50% of such portion, the successful closing, integration and rebranding of the combined organization, as determined by the Board’s Compensation Committee in its sole discretion; and (ii) with respect to the other 50% of such portion, specified annual cost savings goals with respect to the combined organization directly resulting from the acquisition and integration of Vista through November 30, 2026. The remaining two-thirds of each such award are time-based and will vest in eight quarterly installments beginning on March 15, 2027, subject to continued employment through such vesting dates.

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% - 180% of the initial target awards.

For all PSU components granted in 2026, one-half of the award is based on the Company’s cumulative adjusted earnings per share (EPS target), and one-half is based on the Company’s relative ROTA. On the vesting date, the Company’s annual ROTA will be compared to the respective ROTAs of companies comprising the S&P 600 Regional Banks group, and the Company’s ranking will be averaged over the measurement period to determine the shares available for settlement. Both halves will be subject to an adjustment factor ranging from 80% - 120% based on the Company’s cumulative relative TSR during the performance period. 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 as of the grant date to determine the relative TSR modifier to be applied to the PSU awards. The fair value of the PSUs was determined using a Monte Carlo Simulation at the grant date.

The weighted-average grant date fair value per unit for the awards granted during the three months ended March 31, 2026 of the EPS target portion and ROTA target portion was $39.66. During the three months ended March 31, 2026, the Company canceled 39,673 PSUs due to final performance results related to PSUs granted in 2023.

The following table summarizes restricted stock and PSU activity during the three months ended March 31, 2026:

		Weighted			Weighted
	Restricted	average grant-		Performance	average grant-
	stock shares	date fair value		stock units	date fair value
Unvested at December 31, 2025	303,156	$	35.57	212,513	$	34.09
Granted	660,544		39.21	293,350		39.45
Adjustment due to performance	—		—	(39,673)		28.68
Vested	(8,595)		39.02	(25,876)		33.46
Forfeited	(2,642)		36.87	(1,300)		33.74
Unvested at March 31, 2026	952,463	$	38.06	439,014	$	38.20

As of March 31, 2026, the total unrecognized compensation cost related to the non-vested restricted stock awards and PSUs totaled $26.8 million and $12.7 million, respectively, and is expected to be recognized over a weighted average period of approximately 2.7 years and 1.7 years, respectively. Expense related to non-vested restricted stock awards totaled $4.0 million and $1.1 million during the three months ended March 31, 2026 and 2025, respectively. Expense related to non-vested PSUs totaled $2.3 million and $0.5 million during the three months ended March 31, 2026 and 2025, 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.

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Associate stock purchase plan

The ASPP 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 ASPP. Under the ASPP, the total number of shares of common stock reserved for issuance totaled 400,000 shares, of which 188,269 was available for issuance at March 31, 2026.

Under the ASPP, employees purchased 8,490 shares and 8,099 shares during the three months ended March 31, 2026 and 2025, respectively.

Note 13 Common Stock

The Company had 44,692,472 and 37,772,516 shares of common stock outstanding at March 31, 2026 and December 31, 2025, respectively, inclusive of 7,305,975 shares of common stock added to the Company’s total outstanding shares upon the closing of the Vista acquisition. Additionally, the Company had 952,463 and 303,156 shares outstanding at March 31, 2026 and December 31, 2025, respectively, of restricted common stock issued but not yet vested and are not included in shares outstanding until such time that they are vested. Of the 952,463 shares of restricted common stock issued but not yet vested at March 31, 2026, 842,618 shares were under the Omnibus Plan, 87,447 shares were under the Vista Equity Plan, and 22,398 shares were under the Inducement Plan. All shares of restricted common stock issued but not vested at March 31, 2025 were under the Omnibus Plan. All restricted shares under each plan have voting rights, however, restricted shares under the Omnibus Plan and Inducement Plan also have certain dividend rights.

On January 27, 2026, the Company’s Board of Directors authorized a program to repurchase up to $100.0 million of the Company’s common stock from time to time in the open market or in privately negotiated transactions in accordance with applicable regulations of the SEC. The timing and amount of any share repurchases will be determined by the Company’s management based on market conditions and other factors. The new program replaces in its entirety the stock repurchase program that was authorized by the Board of Directors and announced on May 9, 2023. No time limit has been set for completion of the program. During the three months ended March 31, 2026, the Company repurchased 401,869 shares of common stock for $16.1 million at a weighted average price per share of $40.07. The remaining authorization under the current program as of March 31, 2026 was $83.9 million.

Note 14 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 12.

The Company had 44,692,472 and 38,094,105 shares of common stock outstanding as of March 31, 2026 and 2025, respectively, excluding issued but unvested 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 months ended March 31, 2026 and 2025.

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The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2026 and 2025:

	For the three months ended
	2026		2025
Net income	$	20,793	$	24,231
Less: income allocated to participating securities		(394)		(182)
Income allocated to common shareholders	$	20,399	$	24,049
Weighted average shares outstanding for basic earnings per common share		44,439,788		38,068,455
Dilutive effect of equity awards		170,723		161,414
Weighted average shares outstanding for diluted earnings per common share		44,610,511		38,229,869
Basic earnings per share	$	0.46	$	0.63
Diluted earnings per share		0.46		0.63

The Company had 516,196 and 560,386 outstanding stock options to purchase common stock at weighted average exercise prices of $33.16 and $32.93 per share at March 31, 2026 and 2025, respectively, which have 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 stock options is dilutive. The Company had 439,014 and 147,955 unvested PSUs issued as of March 31, 2026 and 2025, 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. The Company had 87,447 and zero unvested restricted shares issued as of March 31, 2026 and 2025, respectively, which do not have dividend rights, 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 15 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.

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 March 31, 2026 and December 31, 2025. Information about the valuation methods used to measure fair value is provided in note 17.

		Asset derivatives fair value					Liability derivatives fair value
	Balance Sheet	March 31,		December 31,		Balance Sheet	March 31,		December 31,
	location	2026		2025		location	2026		2025
Derivatives designated as hedging instruments:
Interest rate products	Other assets	$	21,512	$	21,929	Other liabilities	$	2,028	$	1,866
Total derivatives designated as hedging instruments		$	21,512	$	21,929		$	2,028	$	1,866
Derivatives not designated as hedging instruments:
Interest rate products	Other assets	$	7,067	$	7,221	Other liabilities	$	7,204	$	7,227
Interest rate lock commitments	Other assets		399		283	Other liabilities		13		1
Forward contracts	Other assets		186		—	Other liabilities		11		87
Total derivatives not designated as hedging instruments		$	7,652	$	7,504		$	7,228	$	7,315

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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 March 31, 2026, the Company had cash flow hedges with a notional amount of $50.0 million. The Company expects to reclassify $0.3 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 March 31, 2026 and December 31, 2025, the Company had interest rate swaps with a notional amount of $396.4 million and $365.2 million, respectively, which were designated as fair value hedges of interest rate risk.

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	March 31,		December 31,		March 31,		December 31,
condition in which the hedged item is included	2026		2025		2026		2025
Loans receivable	$	488,416	$	457,658	$	(20,070)	$	(18,812)

(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 $21.8 million and $20.7 million as of March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the Company had matched interest rate swap transactions with an aggregate notional amount of $992.8 million and $777.7 million, respectively, related to this program. Derivative fee income from non-designated hedges totaled $0.6 million and $0.2 million for the three months ended March 31, 2026 and 2025, 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

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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 $27.2 million and forward contracts with a notional value of $40.9 million at March 31, 2026. At December 31, 2025, the Company had interest rate lock commitments with a notional value of $16.7 million and forward contracts with a notional value of $34.0 million.

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 months ended March 31, 2026 and 2025:

	Location of gain (loss)	Amount of gain (loss) recognized in income on derivatives
	recognized in income on	For the three months ended March 31,
Derivatives in hedging relationships	derivatives	2026		2025
Fair value hedging relationships - Interest rate products	Interest and fees on loans	$	1,887	$	(4,843)
Cash flow hedging relationships - Interest rate products	Interest and fees on loans		(119)		(355)
Total		$	1,768	$	(5,198)

	Location of gain (loss)	Amount of (loss) gain recognized in income on derivatives
	recognized in income on	For the three months ended March 31,
Hedged items	hedged items	2026		2025
Interest rate products	Interest and fees on loans	$	(1,258)	$	6,326

	Location of gain (loss)	Amount of loss recognized in income on derivatives
Derivatives not designated	recognized in income on	For the three months ended March 31,
as hedging instruments	derivatives	2026		2025
Interest rate products	Other non-interest expense	$	(131)	$	(2)
Interest rate lock commitments	Mortgage banking income		194		534
Forward contracts	Mortgage banking income		262		(178)
Total		$	325	$	354

The tables below present the effect of cash flow hedge accounting on AOCI as of the dates presented.

	For the three months ended March 31, 2026
	Loss recognized in OCI on derivatives		Loss recognized in OCI included component		Gain recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	(22)	$	(83)	$	61	Interest income	$	(119)	$	(28)	$	(91)

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	For the three months ended March 31, 2025
	Gain recognized in OCI on derivatives		Gain recognized in OCI included component		Gain recognized in OCI excluded component		Location of loss recognized from AOCI into income	Loss reclassified from AOCI into income		Loss reclassified from AOCI into income included component		Loss reclassified from AOCI into income excluded component
Derivatives in cash flow hedging relationships:
Interest rate products	$	19	$	15	$	4	Interest income	$	(355)	$	(239)	$	(116)

Credit-risk-related contingent features

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness for reasons other than an error or omission of an administrative or operational nature, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company also has agreements with certain of its derivative counterparties that contain a provision where, if the Company fails to maintain its status as a well/adequately capitalized institution, the counterparty has the right to terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

As of March 31, 2026, the termination value of derivatives in a net liability position related to these agreements was zero. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and, as of March 31, 2026, the Company had met these thresholds. If the Company had breached any of these provisions at March 31, 2026, it could have been required to settle its obligations under the agreements at the termination value.

Note 16 Commitments and Contingencies

Commitments

In the normal course of business, the Company enters into various off-balance sheet commitments to help meet the financing needs of clients. These financial instruments include commitments to extend credit, commercial and consumer lines of credit and standby letters of credit. The same credit policies are applied to these commitments as the loans in the consolidated statements of financial condition; however, these commitments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. However, the contractual amount of these commitments, offset by any additional collateral pledged, represents the Company’s potential credit loss exposure.

Total unfunded commitments at March 31, 2026 and December 31, 2025 were as follows:

	March 31, 2026		December 31, 2025
Commitments to fund loans	$	638,951	$	499,960
Unfunded commitments under lines of credit		807,514		640,181
Commercial and standby letters of credit		125,768		7,987
Total unfunded commitments	$	1,572,233	$	1,148,128

Commitments to fund loans—Commitments to fund loans are legally binding agreements to lend to clients in accordance with predetermined contractual provisions provided there have been no violations of any conditions specified in the contract. These commitments are generally at variable interest rates and are for specific periods or contain termination clauses and may require the payment of a fee. The total amounts of unused commitments are not necessarily representative of future credit exposure or cash requirements, as commitments often expire without being drawn upon.

Unfunded commitments under lines of credit—In the ordinary course of business, the Company extends revolving credit to its clients. These arrangements may require the payment of a fee.

Commercial and standby letters of credit—The Company routinely issues commercial and standby letters of credit, which may be financial standby letters of credit or performance standby letters of credit. These are various forms of “back-up” commitments to guarantee the performance of a client to a third party. While these arrangements represent a potential cash outlay for the Company, the

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majority of these letters of credit will expire without being drawn upon. Letters of credit are subject to the same underwriting and credit approval process as traditional loans, and as such, many of them have various forms of collateral securing the commitment, which may include real estate, personal property, receivables or marketable securities.

Contingencies

Mortgage loans sold to investors may be subject to repurchase or indemnification in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company established a reserve liability for expected losses related to these representations and warranties based upon management’s evaluation of actual and historical loss history, delinquency trends or other documentation or deficiency findings in the portfolio and economic conditions. Charges against the reserve during the three months ended March 31, 2026 and 2025 totaling $20 thousand and $45 thousand, respectively, were primarily driven by early payoffs and repurchases. The repurchase reserve is included in other liabilities in the consolidated statements of financial condition.

The following table summarizes mortgage repurchase reserve activity for the periods presented:

	For the three months ended March 31,
	2026		2025
Beginning balance	$	557	$	1,000
Provision released from operating expense, net		(50)		(90)
Charge-offs		(20)		(45)
Ending balance	$	487	$	865

In the ordinary course of business, the Company may be subject to litigation. Based upon the available information and advice from the Company’s legal counsel, management does not believe that any potential, threatened or pending litigation to which it is, or would reasonably become, a party will have a material adverse effect on the Company’s liquidity, financial condition or results of operations.

Note 17 Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels are defined as follows:

● Level 1—Includes assets or liabilities in which the valuation methodologies are based on unadjusted quoted prices in active markets for identical assets or liabilities.

● Level 2—Includes assets or liabilities in which the inputs to the valuation methodologies are based on similar assets or liabilities in inactive markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs other than quoted prices that are observable, such as interest rates, yield curves, volatilities, prepayment speeds and other inputs obtained from observable market input.

● Level 3—Includes assets or liabilities in which the inputs to the valuation methodology are based on at least one significant assumption that is not observable in the marketplace. These valuations may rely on management’s judgment and may include internally-developed model-based valuation techniques.

Level 1 inputs are considered to be the most transparent and reliable and level 3 inputs are considered to be the least transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. While third-party price indications may be available in those cases, limited trading activity can challenge the observability of those inputs.

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Changes in the valuation inputs used for measuring the fair value of financial instruments may occur due to changes in current market conditions or other factors. Such changes may necessitate a transfer of the financial instruments to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfer occurs. During the three months ended March 31, 2026 and 2025, there were no transfers of financial instruments between the hierarchy levels.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the valuation hierarchy:

Fair Value of Financial Instruments Measured on a Recurring Basis

Investment securities available-for-sale—Investment securities available-for-sale are carried at fair value and measured on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as level 1. When quoted market prices in active markets for identical assets or liabilities are not available, quoted prices of securities with similar characteristics, discounted cash flows or other pricing characteristics are used to estimate fair values and the securities are then classified as level 2.

Equity securities with readily determinable fair values—Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. These securities are carried at fair value on a recurring basis based on quoted market prices and are classified as level 1.

Loans held for sale—The Company has elected to record loans originated and intended for sale in the secondary market at estimated fair value. The portfolio consists primarily of fixed-rate residential mortgage loans that are sold within 45 days. The Company estimates fair value based on quoted market prices for similar loans in the secondary market and are classified as level 2.

Interest rate swap derivatives—The Company’s derivative instruments are limited to interest rate swaps that may be accounted for as fair value hedges or non-designated hedges. The fair values of the swaps incorporate credit valuation adjustments in order to appropriately reflect nonperformance risk in the fair value measurements. The credit valuation adjustment is the dollar amount of the fair value adjustment related to credit risk and utilizes a probability weighted calculation to quantify the potential loss over the life of the trade. The credit valuation adjustments are calculated by determining the total expected exposure of the derivatives (which incorporates both the current and potential future exposure) and then applying the respective counterparties’ credit spreads to the exposure offset by marketable collateral posted, if any. Certain derivative transactions are executed with counterparties who are large financial institutions, or dealers. ISDA Master Agreements are employed for all contracts with dealers. These contracts contain bilateral collateral arrangements. The fair value inputs of these financial instruments are determined using discounted cash flow analysis through the use of third-party models whose significant inputs are readily observable market parameters, primarily yield curves, with appropriate adjustments for liquidity and credit risk, and are classified as level 2.

Mortgage banking derivatives—The Company relies on a third-party pricing service to value its mortgage banking derivative financial assets and liabilities, which the Company classifies as a level 3 valuation. The external valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale includes grouping the interest rate lock commitments by interest rate and terms, applying an average 83.5% estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms and rate lock expiration dates of the loan commitment groups. The Company also relies on an external valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Company would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing.

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The tables below present the financial instruments measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 in the consolidated statements of financial condition utilizing the hierarchy structure described above:

	March 31, 2026
	Level 1		Level 2		Level 3		Total
Assets:
Investment securities available-for-sale
U.S. Treasuries	$	53,677	$	—	$	—	$	53,677
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		200,971		—		200,971
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		350,268		—		350,268
Equity securities with readily determinable fair values		367		—		—		367
Loans held for sale		—		24,905		—		24,905
Interest rate swap derivatives		—		28,579		—		28,579
Mortgage banking derivatives		—		—		585		585
Total assets at fair value	$	54,044	$	604,723	$	585	$	659,352
Liabilities:
Interest rate swap derivatives	$	—	$	9,232	$	—	$	9,232
Mortgage banking derivatives		—		—		24		24
Total liabilities at fair value	$	—	$	9,232	$	24	$	9,256

	December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment securities available-for-sale
U.S. Treasuries	$	74,226	$	—	$	—	$	74,226
Mortgage-backed securities:
Residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises		—		157,665		—		157,665
Other residential MBS issued or guaranteed by U.S. government agencies or sponsored enterprises		—		296,026		—		296,026
Equity securities with readily determinable fair values		5,059		—		—		5,059
Loans held for sale		—		25,695		—		25,695
Interest rate swap derivatives		—		29,150		—		29,150
Mortgage banking derivatives		—		—		283		283
Total assets at fair value	$	79,285	$	508,536	$	283	$	588,104
Liabilities:
Interest rate swap derivatives	$	—	$	9,093	$	—	$	9,093
Mortgage banking derivatives		—		—		88		88
Total liabilities at fair value	$	—	$	9,093	$	88	$	9,181

The table below details the changes in level 3 financial instruments during the three months ended March 31, 2026:

	Mortgage banking
	derivatives, net
Balance at December 31, 2025	$	195
Gain included in earnings, net		456
Fees and (costs) included in earnings, net		(90)
Balance at March 31, 2026	$	561

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Fair Value of Financial Instruments Measured on a Non-recurring Basis

Certain assets may be recorded at fair value on a non-recurring basis as conditions warrant. These non-recurring fair value measurements typically result from the application of lower of cost or fair value accounting or a write-down occurring during the period.

Individually evaluated loans—The Company records individually evaluated loans based on the fair value of the collateral when it is probable that the Company will be unable to collect all contractual amounts due in accordance with the terms of the loan agreement. The Company relies on third-party appraisals and internal assessments, utilizing a discount rate in the range of 3% - 31% with a weighted average discount rate of 6.6%, in determining the estimated fair values of these loans. The inputs used to determine the fair values of loans are considered level 3 inputs in the fair value hierarchy. At March 31, 2026, the Company estimated a specific reserve of $14.4 million related to 34 loans with a carrying balance of $64.4 million. At March 31, 2025, the Company estimated a specific reserve of $6.0 million related to 16 loans with a carrying balance of $22.1 million. The increase at March 31, 2026, compared to the same period in the prior year, was primarily due to $7.8 million of specific reserves related to acquired Vista loans.

Mortgage servicing rights—MSRs represent the value associated with servicing residential real estate loans that have been sold to outside investors with servicing retained. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes a discount rate ranging from 9.5% to 10.0% with a weighted average rate of 9.5% at March 31, 2026 and prepayment speed assumption ranges of 6.4% to 11.0% with a weighted average rate of 6.6% at March 31, 2026. The weighted average MSRs are subject to impairment testing. The carrying values of these MSRs are reviewed quarterly for impairment based upon the calculation of fair value. For purposes of measuring impairment, the MSRs are stratified into certain risk characteristics including note type and note term. If the valuation model reflects a value less than the carrying value, MSRs are adjusted to fair value through a valuation allowance and the adjustment is included in mortgage banking income in the consolidated statements of operations. There was no impairment of MSRs during the three months ended March 31, 2026 or 2025. The inputs used to determine the fair values of MSRs are considered level 3 inputs in the fair value hierarchy.

Premises and equipment—During the first quarter of 2026, the Company approved plans to consolidate nine banking centers. Premises and equipment are written down to estimated fair value less costs to sell in the period in which the held-for-sale criteria are met. Fair value is estimated in a process that considers current local commercial real estate market conditions, the judgment of the sales agent and often involves obtaining third-party appraisals from certified real estate appraisers. These fair value measurements are classified as level 3. Unobservable inputs to these measurements, which include estimates and judgments often used in conjunction with appraisals, are not readily quantifiable. For the three months ended March 31, 2026, the Company recognized $0.8 million of impairment in its consolidated statements of operations related to premises and equipment classified as held-for-sale totaling $3.1 million as of March 31, 2026.

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 fair value for the SBA servicing asset is determined through a discounted cash flow analysis and utilizes a weighted average discount rate of 10.4% and a weighted average lifetime constant prepayment rate of 16.0%. The SBA servicing asset is amortized over the period of the estimated future net servicing life of the underlying assets, and it is evaluated quarterly for impairment based upon the fair value of the rights as compared to their amortized cost. Impairment is recognized in the consolidated statements of operations to the extent the fair value is less than the capitalized amount of the SBA servicing asset. The Company recorded no impairment for the three months ended March 31, 2026 or 2025.

The Company may be required to record fair value adjustments on other available-for-sale and municipal securities valued at par on a non-recurring basis.

The tables below provide information regarding losses from the assets recorded at fair value on a non-recurring basis during the three months ended March 31, 2026 and 2025:

	March 31, 2026
	Total		Losses from fair value changes
Individually evaluated loans	$	117,005	$	3,364
Premises and equipment		3,076		763
Total	$	120,081	$	4,127

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	March 31, 2025
	Total		Losses from fair value changes
Individually evaluated loans	$	52,522	$	15,036

The Company did not record any liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2026 or 2025.

Note 18 Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is determined based upon quoted market prices to the extent possible; however, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques that may be significantly impacted by the assumptions used, including the discount rate and estimates of future cash flows. Changes in any of these assumptions could significantly affect the fair value estimates. The fair value of the financial instruments listed below does not reflect a premium or discount that could result from offering all of the Company’s holdings of financial instruments at one time, nor does it reflect the underlying value of the Company, as ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies and are based on the exit price concept within ASC Topic 825 and applied to this disclosure on a prospective basis. Considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.

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The fair value of financial instruments at March 31, 2026 and December 31, 2025 are set forth below:

	Level in fair value	March 31, 2026				December 31, 2025
	measurement	Carrying		Estimated		Carrying		Estimated
	hierarchy	amount		fair value		amount		fair value
ASSETS
Cash and cash equivalents	Level 1	$	472,791	$	472,791	$	417,058	$	417,058
U.S. Treasury securities - AFS	Level 1		53,677		53,677		74,226		74,226
U.S. Treasury securities - HTM	Level 1		24,958		24,930		24,900		24,851
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises available-for-sale	Level 2		200,971		200,971		157,665		157,665
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. government agencies or sponsored enterprises available-for-sale	Level 2		350,268		350,268		296,026		296,026
Other available-for-sale securities	Level 3		251		251		722		722
Mortgage-backed securities—residential mortgage pass-through securities issued or guaranteed by U.S. government agencies or sponsored enterprises held-to-maturity	Level 2		244,697		221,420		236,535		213,974
Mortgage-backed securities—other residential mortgage-backed securities issued or guaranteed by U.S. government agencies or sponsored enterprises held-to-maturity	Level 2		487,695		452,664		390,297		358,624
Equity securities with readily determinable fair values	Level 1		367		367		5,059		5,059
FHLB and FRB stock	Level 2		35,248		35,248		24,641		24,641
Loans receivable	Level 3		9,611,486		9,405,189		7,433,356		7,274,904
Loans held for sale	Level 2		24,905		24,905		25,695		25,695
Accrued interest receivable	Level 2		56,576		56,576		41,951		41,951
Interest rate swap derivatives	Level 2		28,579		28,579		29,150		29,150
Mortgage banking derivatives	Level 3		585		585		283		283
LIABILITIES
Deposit transaction accounts	Level 2		9,163,963		9,163,963		7,142,863		7,142,863
Time deposits	Level 2		1,294,881		1,296,522		1,149,771		1,157,231
Securities sold under agreements to repurchase	Level 2		16,991		16,991		17,350		17,350
Long-term debt	Level 2		204,957		204,598		54,719		53,165
Accrued interest payable	Level 2		20,393		20,393		18,017		18,017
Interest rate swap derivatives	Level 2		9,232		9,232		9,093		9,093
Mortgage banking derivatives	Level 3		24		24		88		88

Note 19 Business Segment

The Company has aligned its operations into one reportable segment. Key metrics used to evaluate the segment include consolidated net income and its major components. Revenue and expenses are consistent with the consolidated statement of operations, and the measure of segment assets is consistent with total consolidated assets on the balance sheet.

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Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the three months ended March 31, 2026, and with our annual report on Form 10-K (file number 001-35654), which includes our audited consolidated financial statements and related notes as of and for the years ended December 31, 2025, 2024 and 2023. Our acquisition of Vista occurred on January 7, 2026, subsequent to the dates of information in our most recent report on Form 10-K, and comparisons herein to prior quarters or years should be reviewed with that context. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” located elsewhere in this quarterly report and in Item 1A“Risk Factors” in the annual report on Form 10-K, referenced above, and should be read herewith.

All amounts are in thousands, except share and per share data, or as otherwise noted.

Overview

Our focus is on building relationships by creating a win-win scenario for our clients and our Company. We believe in providing solutions and services for our clients that are based on fairness and simplicity. We have established a solid financial services franchise with a sizable presence for deposit gathering and building client relationships necessary for growth. We have executed on strategic acquisition opportunities to expand our presence in attractive markets and to diversify our revenue streams. Additionally, the Company continues to shift from constructing systems for 2UniFi to activating services. 2UniFi is an innovative financial ecosystem with treasury management depository capabilities and a streamlined SBA loan offering. Moving forward, 2UniFi will continue to focus on providing a unified client experience that helps small- and medium-sized business owners manage financial products and services across multiple banks and fintechs. We believe that our established presence in our core markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico, Idaho and Palm Beach, Florida, as well as our ongoing investment in digital solutions and strategic acquisitions, position us well for growth opportunities. As of March 31, 2026, we had $12.6 billion in assets, $9.6 billion in loans, $10.5 billion in deposits, $1.7 billion in equity and $1.4 billion in assets under management in our trust and wealth management business.

Operating Highlights

Strategic execution

● The Company closed the acquisition of Vista on January 7, 2026, which further strengthens the Company’s presence in the high-growth Dallas-Ft. Worth, Austin, and Lubbock, Texas markets. The acquisition added $1.9 billion in total loans and $2.2 billion in total deposits. The merger consideration totaled $377.7 million and consisted of $288.7 million in NBHC common stock and $89.0 million in cash. The core system conversion for this transaction will be completed during the third quarter of 2026.

● During the first quarter of 2026, the Company generated record loan fundings of $805.5 million driving annualized loan growth of 12.4% on top of $1.9 billion in loans added in January 2026 from the Vista acquisition.

● Enhanced shareholder returns by increasing the quarterly dividend by 3% to $0.32 per share and executed $16.1 million of share buybacks during the first quarter.

● Received Moody’s long-term issuer rating of Baa2, and a Baseline Credit Assessment of Baa1 and initiated on-going monitoring by Moody’s.

● In February 2026, the Company closed a public offering of $150.0 million aggregate principal amount of 5.875% fixed-to-floating rate subordinated notes. The offering was increased to $150.0 million from a $100.0 million initial transaction given strong investor demand from a high-quality institutional investor base.

Profitability and returns

● Net income totaled $20.8 million, or $0.46 per diluted share, for the three months ended March 31, 2026, compared to net income of $24.2 million, or $0.63 per diluted share, for the three months ended March 31, 2025. During the three months ended March 31, 2026, acquisition and restructuring expenses totaled $11.8 million, after tax. Adjusted net income, which

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	excludes these items, increased $8.4 million, or 34.6%, to $32.6 million, during the three months ended March 31, 2026. Adjusted earnings per–diluted share totaled $0.72 and $0.63 during the three months ended March 31, 2026 and 2025, respectively, as a result of both organic growth and growth generated from the strategic acquisition of Vista.
●	Pre-provision net revenue FTE totaled $32.1 million and $42.0 million for the three months ended March 31, 2026 and 2025, respectively. Adjusted pre-provision net revenue FTE, which excludes acquisition and restructuring expenses, increased $5.5 million, or 13.1%, to $47.5 million for the three months ended March 31, 2026, compared to the same period in the prior year.
●	The return on average assets totaled 0.70% and 0.99% for the three months ended March 31, 2026 and 2025, respectively. Excluding acquisition and restructuring expenses during the three months ended March 31, 2026, the adjusted return on average tangible assets increased 11 basis points to 1.20%, compared to the three months ended March 31, 2025.
●	The return on average equity was 5.02% and 7.42% for the three months ended March 31, 2026 and 2025, respectively. Excluding acquisition and restructuring expenses during the three months ended March 31, 2026, the adjusted return on average tangible common equity increased 115 basis points to 11.79%, compared to the three months ended March 31, 2025.

   Loan portfolio

● Loans increased $2.2 billion, or 29.3%, to $9.6 billion at March 31, 2026, compared to December 31, 2025. The increase was driven by record quarterly loan fundings totaling $805.5 million in addition to acquired Vista loans totaling $1.9 billion.

● The Company maintained a conservatively structured loan portfolio represented by diverse industries and industry sector concentrations at 15% or less of total loans and all concentration levels remain well below our self-imposed limits.

● Non-owner occupied CRE loans, which are comprised of multiple industry sectors, were 164.7% of the Company’s risk based capital, or 26.4% of total loans, and no specific property type comprised more than 7.0% of total loans at March 31, 2026.

● The Company maintains a low level of non-owner occupied CRE retail properties and office properties. Including available credit, non-owner occupied CRE retail properties and office properties comprised 4.0% and 2.3% of total loans, respectively, at March 31, 2026. Multifamily loans totaled $320.3 million, or 3.3% of total loans at March 31, 2026.

● We do not originate high-dollar non-amortizing or balloon payment mortgage loans to our clients.

   Credit quality

● Allowance for credit losses totaled 1.18% of total loans at March 31, 2026 and December 31, 2025.

● The Company continued to prudently manage credit risk in 2026, further strengthening our credit profile. Non-performing loans improved three basis points to 0.31% of total loans at March 31 2026, compared to 0.34% at December 31, 2025.

● Criticized loans decreased $10.7 million, or 3.4%, to $303.6 million as of March 31, 2026, compared to December 31, 2025.

● Provision expense for credit losses totaled $4.0 million and $10.2 million during the three months ended March 31, 2026 and 2025, respectively.

● Net charge-offs of $7.7 million and $15.1 million were recorded during the three months ended March 31, 2026 and 2025, respectively, and annualized net charge-offs to average total loans totaled 0.34% and 0.80% for the three months ended March 31, 2026 and 2025, respectively.

   Deposits

	.9
●	Average total deposits for the three months ended March 31, 2026 increased $1.8 billion to $10.1 billion, compared to the three months ended March 31, 2025. The increase was driven by $2.2 billion of total deposits, on a spot basis, related to the Vista acquisition.
●	Average transaction deposits for the three months ended March 31, 2026 increased $1.6 billion to $8.8 billion, compared to the three months ended March 31, 2025, driven by $2.0 billion of transaction deposits, on a spot basis, related to the Vista acquisition.
●	The mix of transaction deposits to total deposits increased 19 basis points to 87.6% at March 31, 2026, compared to March 31, 2025.
●	Cost of deposits improved nine basis points to 1.94% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as a result of our disciplined deposit pricing.
●	Approximately 63% of our deposits were FDIC insured at March 31, 2026.

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   Liquidity

	.9
●	The Company prudently manages liquidity and maintains a profile focused on core deposits and stable, long-term and diversified funding sources, including access to Cambr platform deposits. The Company maintains an investment portfolio with a short average duration and targets a neutral interest rate position.
●	On-balance sheet liquidity totaled $1.1 billion at March 31, 2026 and was comprised of $472.8 million of cash and $608.9 million of unencumbered investments.
●	Liquidity is monitored and managed to ensure that sufficient funds are available on demand to meet our business needs. At March 31, 2026, the Company’s available secured and committed borrowing capacity at the FHLB and FRB totaled $3.8 billion. The Company also accesses a variety of other short-term and long-term unsecured funding sources, which include access to Cambr platform deposits, multiple brokered deposit platform options and lines of credit.
●	Our investment securities portfolio has a short average duration and is entirely backed by U.S. government agencies or GSEs, which we believe mitigates the risk of material losses. Regarding the fair value of investment securities, our accumulated other comprehensive loss does not have a material impact on our capital position.

   Revenues

● Net interest income FTE increased 25.3% to $111.0 million during the three months ended March 31, 2026, compared to $88.6 million during the same period in the prior year.

● The net interest margin FTE expanded 13 basis points to 4.06% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by a five basis point increase in earning asset yields and a nine basis point improvement in the cost of funds. The cost of funds totaled 1.98% for the three months ended March 31, 2026, compared to 2.07% during the three months ended March 31, 2025.

● During the three months ended March 31, 2026, non-interest income increased $2.6 million, or 16.9%, to $18.0 million, compared to the same period in the prior year, primarily driven by increases in our diversified sources of fee income including swap fee income, Cambr fee income, and trust income.

   Expenses

● Non-interest expense totaled $96.8 million, which included $15.3 million of acquisition and restructuring expenses, during the three months ended March 31, 2026. Non-interest expense during the three months ended March 31, 2025 totaled $62.0 million. Excluding the acquisition and restructuring expenses, adjusted non-interest expense during the three months ended March 31, 2026 increased $19.5 million, or 31.4%, to $81.5 million, primarily due to an increase in core operating expenses driven by growth from our recent acquisition. Occupancy and equipment expense increased $5.0 million primarily driven by the 2UniFi capitalized asset depreciation in connection with the launch of 2UniFi in the third quarter of 2025.

● During the three months ended March 31, 2026, the efficiency ratio FTE totaled 75.1%, compared to 59.6% for the same period in the prior year. The adjusted efficiency ratio FTE totaled 61.3%, compared to 57.7% during the same period in the prior year.

● Income tax expense totaled $5.2 million during the three months ended March 31, 2026, compared to $5.6 million during the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 was 19.9%, compared to 18.0% for the full year 2025.

   Capital

● The Company paid dividends of $0.32 per common share during the three months ended March 31, 2026, and declared a quarterly dividend of $0.32 per common share during the second quarter of 2026.

● On January 27, 2026, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may repurchase up to $100.0 million of the Company’s stock. This new program replaces the old stock repurchase program approved in May of 2023 in its entirety. During the three months ended March 31, 2026, the Company repurchased 401,869 shares of common stock for $16.1 million at a weighted average price per share of $40.07. The remaining authorization under the 2026 program as of March 31, 2026 was $83.9 million.

● Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds, after deploying capital for the Vista acquisition. At March 31, 2026, our consolidated tier 1 leverage ratio was 10.45%, and our consolidated common equity tier 1 and tier 1 risk based capital ratios were 12.51%.

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● The ratio of total shareholders’ equity to total assets was 13.2% at March 31, 2026, compared to 14.0% at December 31, 2025. Our tangible common equity capital ratio totaled 9.6% at March 31, 2026, compared to 11.0% at December 31, 2025, after deploying capital for the Vista acquisition.

Key Challenges

Macroeconomic pressures have resulted in volatility and uncertainty in the banking industry and many other industries. Liquidity within the financial services sector remains tight, and we expect the intense competition for deposits throughout our markets to continue. While these are widespread challenges for the banking industry, the Company has not experienced a material impact to our financial condition, operations, client base, liquidity, capital position or risk profile.

Additionally, we face continual challenges implementing our business strategy. These include growing our assets, particularly loans, and deposits amidst intense competition, changing interest rates, adhering to changes in the regulatory environment and identifying and consummating disciplined acquisition and other expansionary opportunities in a competitive and inflationary environment. We will continue to make investments in our digital growth strategy and our digital financial ecosystem 2UniFi, and may also seek to partner with third parties to accelerate growth. 2UniFi may prove difficult to successfully scale and may require additional operational and control systems to manage fraud, cybersecurity, operational, legal and compliance risks.

While Vista integration activities are progressing and remain on track, acquisition integrations present operational and execution challenges. Integration activities require ongoing investments in systems, processes, and personnel. While the acquisition supports our long term growth strategy, the integration process may be more costly or time consuming than anticipated.

Future growth in our interest income will ultimately be dependent on our ability to originate high-quality loans and source other high-quality earning assets such as investment securities as well as our ability to access liquidity and manage our cost of funds. Over the past two years, the Federal Reserve lowered the prevailing interest rates by 175 basis points. While further rate changes remain unclear, our future earnings will be impacted by the Federal Reserve’s future interest rate policy decisions. Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis.

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Performance Overview

In evaluating our consolidated statements of financial condition and results of operations financial statement line items, we evaluate and manage our performance based on key earnings indicators, balance sheet ratios, asset quality metrics and regulatory capital ratios, among others. The table below presents key performance indicators regularly used to analyze our business for the periods indicated:

Key Metrics⁽¹⁾

As of and for the three months ended

March 31,