Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

(15) STOCKHOLDERS’ EQUITY

As of December 31, 2023, 2022 and 2021 the Company’s authorized and outstanding preferred and common stock was as follows:

	No. of Shares Authorized at		No. of Shares Outstanding at December 31,						Par Value
Class of Stock	December 31, 2023		2023		2022		2021		Per Share		Dividends	Voting Rights
Senior Preferred		10,000,000		—		—		—	$	1.00	As declared	Voting
10% Cumulative Preferred		900,000		—		—		—		5.00	As declared	Non-voting
Common		40,000,000		32,933,018		32,875,560		32,603,118		1.00	As declared	Voting

The following is a description of the capital stock of the Company:

(a) Senior Preferred Stock: No shares issued or outstanding. Shares may be issued with such voting, dividend, redemption, sinking fund, conversion, exchange, liquidation and other rights as shall be determined by the Company’s Board of Directors, without approval of the stockholders. The Senior Preferred Stock would have a preference over common stock as to payment of dividends, as to the right to distribution of assets upon redemption of such shares or upon liquidation of the Company.

(b) 10% Cumulative Preferred Stock: Redeemable at the Company’s option at $5.00 per share plus accumulated dividends; non-voting; cumulative dividends at the rate of 10% payable semi-annually on January 15 and July 15; no shares issued or outstanding.

(c) Common stock: At December 31, 2023, 2022 and 2021 the shares issued equaled shares outstanding.

The Company has adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity. In addition, the SRP may be used to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options, and to provide liquidity for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee.

The following table is a summary of the shares purchased under the program and the shares remaining to be repurchased in the program:

	Year Ended December 31,
	2023		2022		2021
Number of shares repurchased		20,702		—		212,296
Average price of shares repurchased	$	87.88	$	—	$	54.94
Shares remaining to be repurchased		479,784		500,486		500,486

The Company’s ability to pay dividends is dependent upon dividend payments received from BancFirst. Banking regulations limit bank dividends based upon net earnings retained and minimum capital requirements. Dividends in excess of these requirements require regulatory approval. At January 1, 2024, approximately $145.7 million of the equity of BancFirst was available for dividend payments to the Company. During any deferral period or any event of default on the Junior Subordinated Debentures, the Company may not declare or pay any dividends on any of its capital stock.

BancFirst Corporation, BancFirst, Pegasus and Worthington are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation ("FDIC"). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of BancFirst Corporation’s, BancFirst’s, Pegasus’s and Worthington's assets, liabilities, and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s consolidated financial statements. The Company believes that as of December 31, 2023, BancFirst Corporation, BancFirst, Pegasus and Worthington met all capital adequacy requirements to which they are subject. The actual and required capital amounts and ratios are shown in the following table:

	Actual					Required For Capital Adequacy Purposes					With Capital Conservation Buffer					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of December 31, 2023:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,467,062		16.90	%	$	694,520		8.00	%	$	911,558		10.50	%	N/A		N/A
BancFirst		1,166,750		15.68	%		595,191		8.00	%		781,189		10.50	%	$	743,989		10.00	%
Pegasus		139,472		16.98	%		65,706		8.00	%		86,239		10.50	%		82,132		10.00	%
Worthington		51,608		12.30	%		33,571		8.00	%		44,061		10.50	%		41,963		10.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,284,966		14.80	%	$	390,668		4.50	%	$	607,705		7.00	%	N/A		N/A
BancFirst		1,061,943		14.27	%		334,795		4.50	%		520,792		7.00	%	$	483,593		6.50	%
Pegasus		130,792		15.92	%		36,959		4.50	%		57,492		7.00	%		53,386		6.50	%
Worthington		47,690		11.36	%		18,883		4.50	%		29,374		7.00	%		27,276		6.50	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,310,966		15.10	%	$	520,890		6.00	%	$	737,928		8.50	%	N/A		N/A
BancFirst		1,081,943		14.54	%		446,393		6.00	%		632,391		8.50	%	$	595,191		8.00	%
Pegasus		130,792		15.92	%		49,279		6.00	%		69,812		8.50	%		65,706		8.00	%
Worthington		47,690		11.36	%		25,178		6.00	%		35,669		8.50	%		33,571		8.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	1,310,966		10.76	%	$	487,279		4.00	%	N/A		N/A			N/A		N/A
BancFirst		1,081,943		10.43	%		414,882		4.00	%	N/A		N/A			$	518,603		5.00	%
Pegasus		130,792		10.56	%		49,529		4.00	%	N/A		N/A				61,911		5.00	%
Worthington		47,690		8.62	%		22,140		4.00	%	N/A		N/A				27,675		5.00	%
As of December 31, 2022:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,298,329		16.61	%	$	625,387		8.00	%	$	820,821		10.50	%	N/A		N/A
BancFirst		1,092,098		16.68	%		523,932		8.00	%		687,661		10.50	%	$	654,916		10.00	%
Pegasus		117,445		12.91	%		77,802		8.00	%		95,553		10.50	%		91,003		10.00	%
Worthington		47,554		14.09	%		27,006		8.00	%		35,446		10.50	%		33,758		10.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,120,361		14.33	%	$	351,780		4.50	%	$	547,214		7.00	%	N/A		N/A
BancFirst		991,050		15.13	%		294,712		4.50	%		458,441		7.00	%	$	425,695		6.50	%
Pegasus		108,437		11.92	%		40,951		4.50	%		63,702		7.00	%		59,152		6.50	%
Worthington		44,207		13.10	%		15,191		4.50	%		23,631		7.00	%		21,943		6.50	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	1,146,361		14.66	%	$	469,041		6.00	%	$	664,474		8.50	%	N/A		N/A
BancFirst		1,011,050		15.44	%		392,949		6.00	%		556,678		8.50	%	$	523,932		8.00	%
Pegasus		108,437		11.92	%		54,602		6.00	%		77,352		8.50	%		72,802		8.00	%
Worthington		44,207		13.10	%		20,255		6.00	%		28,694		8.50	%		27,006		8.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	1,146,361		9.30	%	$	493,191		4.00	%	N/A		N/A			N/A		N/A
BancFirst		1,011,050		9.72	%		416,004		4.00	%	N/A		N/A			$	520,005		5.00	%
Pegasus		108,437		8.00	%		54,238		4.00	%	N/A		N/A				67,798		5.00	%
Worthington		44,207		8.53	%		20,738		4.00	%	N/A		N/A				25,922		5.00	%

As of December 31, 2023, the most recent notifications from the Federal Reserve Bank of Kansas City, the FDIC and the Comptroller of the Currency, categorized BancFirst, Pegasus and Worthington as “well capitalized” under the prompt corrective action provisions. The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings. In connection with the adoption of the Basel III Capital Rules, the election was made

to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 Capital. Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. The Company’s trust preferred securities have continued to be included in Tier 1 capital, as the Company’s total assets do not exceed $15 billion. The Company's Subordinated Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines. There are no conditions or events since the most recent notifications to BancFirst Corporation, BancFirst, Pegasus and Worthington of their capital category that management believes would materially change their category under capital requirements existing as of the report date.