Shareholders' Equity

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Stock Repurchase Program

During the second quarter of 2025, the Board of Directors of the Corporation adopted the 2025 Repurchase Program, which authorizes the repurchase of up to 850,000 shares, or approximately 4%, of the Corporation’s outstanding common stock. This authority may be exercised from time to time and in such amounts as market conditions warrant, and subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. Repurchases under the 2025 Repurchase Program are conducted pursuant to a trading plan adopted by the Corporation that is designed to qualify under Rule 10b5-1 under the Exchange Act. The 2025 Repurchase Program commenced on May 15, 2025 and expires on May 15, 2026 and may be modified, suspended, or discontinued at any time. Through September 30, 2025, the Corporation has repurchased a total of 246,803 shares, at an average price of $27.28 and a total cost of $6.7 million, under its 2025 Repurchase Program.

Regulatory Capital Requirements

Capital levels at September 30, 2025 exceeded the regulatory minimum levels to be considered “well capitalized.”

The following table presents the Corporation’s and the Bank’s actual capital amounts and ratios, as well as the corresponding minimum and well capitalized regulatory amounts and ratios that were in effect during the respective periods:

(Dollars in thousands)	Actual			For Capital Adequacy Purposes			To Be “Well Capitalized” Under Prompt Corrective Action Provisions
	Amount	Ratio		Amount	Ratio		Amount	Ratio
September 30, 2025
Total Capital (to Risk-Weighted Assets):
Corporation	$609,676	12.90	%	$377,950	8.00	%	N/A	N/A
Bank	601,124	12.73		377,745	8.00		$472,181	10.00	%
Tier 1 Capital (to Risk-Weighted Assets):
Corporation	572,060	12.11		283,462	6.00		N/A	N/A
Bank	563,508	11.93		283,309	6.00		377,745	8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):
Corporation	550,063	11.64		212,597	4.50		N/A	N/A
Bank	563,508	11.93		212,481	4.50		306,918	6.50
Tier 1 Capital (to Average Assets): (1)
Corporation	572,060	8.43		271,385	4.00		N/A	N/A
Bank	563,508	8.31		271,258	4.00		339,072	5.00
December 31, 2024
Total Capital (to Risk-Weighted Assets):
Corporation	617,762	12.47		396,309	8.00		N/A	N/A
Bank	612,603	12.37		396,150	8.00		495,187	10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation	576,731	11.64		297,232	6.00		N/A	N/A
Bank	571,572	11.54		297,112	6.00		396,150	8.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets):
Corporation	554,734	11.20		222,924	4.50		N/A	N/A
Bank	571,572	11.54		222,834	4.50		321,872	6.50
Tier 1 Capital (to Average Assets): (1)
Corporation	576,731	8.13		283,730	4.00		N/A	N/A
Bank	571,572	8.06		283,628	4.00		354,536	5.00

(1)    Leverage ratio.

In addition to the minimum regulatory capital required for capital adequacy outlined in the table above, the Corporation and the Bank are required to maintain a minimum capital conservation buffer, in the form of common equity, of 2.50%, resulting in a requirement for the Corporation and the Bank to effectively maintain total capital, Tier 1 capital, and common equity Tier 1 capital ratios of 10.50%, 8.50%, and 7.00%, respectively. The Corporation and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends and discretionary bonuses. The Corporation’s and the Bank’s capital levels exceeded the minimum regulatory capital requirements plus the capital conservation buffer at September 30, 2025 and December 31, 2024.

The Bancorp owns the common stock of two capital trusts, which have issued trust preferred securities. In accordance with GAAP, the capital trusts are treated as unconsolidated subsidiaries. At both September 30, 2025 and December 31, 2024, $22.0 million in trust preferred securities were included in the Tier 1 capital of the Corporation for regulatory capital reporting purposes pursuant to the capital adequacy guidelines of the Federal Reserve.

In accordance with regulatory capital rules, the Corporation elected the option to delay the estimated impact of ASC 326 on its regulatory capital over a two-year deferral and subsequent three-year transition period ending December 31, 2024. As a

result, the December  31, 2024 capital ratios in the table above excluded the full impact of the increased ACL on loans and unfunded loan commitments attributed to the adoption of ASC 326, adjusted for an approximation of the after-tax provision for credit losses attributable to ASC 326 relative to the incurred loss methodology during the two-year deferral period. The cumulative difference quantified at the end of the deferral period was fully phased-in to regulatory capital on January 1, 2025.