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Borrowings and Subordinated Debentures
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Borrowings and Subordinated Debentures
9.
BORROWINGS AND SUBORDINATED DEBENTURES

 

Other borrowings and subordinated debt was as follows:

 

(in Thousands)

 

December 31, 2025

 

 

December 31, 2024

 

Long-term borrowings

 

$

40,000

 

 

$

40,000

 

Short-term borrowings

 

 

75,000

 

 

 

10,000

 

Note payable

 

 

 

 

 

565

 

Subordinated debt

 

 

62,281

 

 

 

61,984

 

Total

 

$

177,281

 

 

$

112,549

 

 

Subordinated Notes Sale - 2022

On April 8, 2022, LINKBANCORP entered into Subordinated Note Purchase Agreements (the "Agreements") with certain institutional accredited investors (the "Purchasers") and, pursuant to the Agreements, issued to the Purchasers $20.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the "Notes"). The investors included related party entities that are controlled by a member of the Board of Directors of the Company, which purchased $7.0 million in principal amount of the note. During the year ended December 31, 2022, the Company contributed $15.0 million of the subordinated note proceeds to the Bank as equity capital, the impact of which can be seen within Note 16 Regulatory Capital Requirements later in this document.

The Notes, which mature on April 15, 2032, bear interest at a fixed annual rate of 4.50% for the period up to but excluding April 15, 2027 (the "Fixed Interest Rate Period"). From April 15, 2027 until maturity or redemption (the "Floating Interest Rate Period"), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate (SOFR), plus 203 basis points. The Company will pay interest in arrears

semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date.

The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board. The Agreements and Notes contain customary subordination provisions, representations and warranties, covenants, and events of default.

 

Subordinated Notes - Gratz Merger

As part of the Gratz Merger, the Company assumed Fixed-to-Floating Rate Subordinated Notes with a carrying value of $19,989. The notes (the "Merger Subordinated Notes") mature October 1, 2030 and initially bore interest at a fixed rate of 5.0% until October 1, 2025. Since October 1, 2025 to the stated maturity date or early redemption date, the interest rate resets semi-annually to an annual floating rate equal to the then-current three-month term Secured Overnight Financing Rate (SOFR) plus a spread of 475 basis points, but no less than 5.0%. The Company has had the ability to redeem the Subordinated Notes, in whole or in part, since October 1, 2025, plus accrued and unpaid interest. The Merger Subordinated Notes are also redeemable in whole or in part upon the occurrence of specific events defined within the indenture.

The Gratz Merger Subordinated Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.

Subordinated Notes - Partners Merger

As part of the Partners Merger, the Company assumed Subordinated Notes with a total carrying value of $22,292 with one tranche having a face value of $4.5 million and the other with face value of $18.05 million. The first tranche that has a face value of $4.5 million bears interest at a fixed rate of 6.875%. These notes mature in April 2028.

The second tranche that has a face value of $18.05 million bears interest at a fixed rate of 6.0% which began on June 25, 2022 to but excluding July 1, 2025, payable semi-annually in arrears. From and including July 1, 2025 to but excluding July 1, 2030, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 590 basis points, payable quarterly in arrears. Beginning on July 1, 2025 through maturity, the subordinated notes may be redeemed, at the Company’s option, on any scheduled interest payment date. The subordinated notes will mature on July 1, 2030. The subordinated notes are subject to customary representations, warranties and covenants made by the Company and the purchasers.

The Gratz Merger Subordinated Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.

Borrowings - FHLB

The Company had $0 and $40,000 in long-term FHLB advances outstanding as of December 31, 2025 and 2024, respectively.

At December 31, 2025 and 2024, the Company had $115,000 and $10,000 in FHLB advances outstanding, respectively. These advances have scheduled maturities less than a year. Our balance as of December 31, 2025 represents two tranches of FHLB borrowings. The first is a $40,000 borrowing that has a fixed rate of 4.827% and will mature on February 20, 2026. The second is for $75,000 borrowing maturing in January 2026 which is part of our interest rate swap, where the Company has committed to maintain either one-month FHLB advances from the FHLB or brokered deposits with a duration of one month through May of 2028. See Note 18 for more details on the interest rate swap.

At December 31, 2025, the Company had remaining available capacity with FHLB, subject to certain collateral restrictions, of approximately $682.9 million.

Available Lines of Credit

The Bank has available unsecured lines of credit, with interest based on the daily Federal Funds rate, with seven correspondent banks totaling $77,000 million at December 31, 2025. There were no borrowings under these lines of credit at December 31, 2025 and 2024.