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LAKELAND FINANCIAL CORP

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

LKFN$62.09-0.2%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and the Board of Directors of Lakeland Financial Corporation

Warsaw, Indiana

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Lakeland Financial Corporation (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses (ACL) – Qualitative Adjustments

The Company recognizes the expected credit losses over the contractual lives of financial asset carried at amortized costs, including loans receivables, utilizing the Current Expected Credit Losses (“CECL”) methodology. As of December 31, 2025, the ACL balance was $68,995,000. Estimates of expected credit losses are based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. The Company utilized a Probability of Default/ Loss Given Default model derived from historical charge-off data to construct a loss rate for each identified loan segment. The loss rates, subject to a floor, are then adjusted, for reasonable and supportable forecasts of relevant economic indicators as well as other environmental factors based on the risks present for each portfolio segment. The environmental factors (“qualitative adjustments”) include consideration of portfolio trends and conditions; industry conditions; and effects of changes in credit concentrations.

We have identified auditing the qualitative adjustments as a critical audit matter as management’s determination of the qualitative adjustments used in the ACL is subjective and involves significant management judgments; and our audit procedures related to the qualitative adjustments involved a high degree of auditor judgment and required significant audit effort, including the need to involve more experienced audit personnel.

The primary procedures we performed to address this critical audit matter included:

Testingthe effectiveness of controls over the qualitative adjustments used in the ACL calculation including controls addressing the:

Significant assumptions and judgments applied in the development of the qualitative adjustments.

Mathematical accuracy of the qualitative adjustments applied to the loan segments in the ACL calculation.

Substantively testing management's determination of the qualitative adjustments used in the ACL estimate, including:

Testing management's process for developing the qualitative adjustments, which included assessing the relevance and reliability of data used to develop the qualitative adjustments, including evaluating their judgments and assumptions for reasonableness. Among other procedures, our evaluation considered evidence from internal and external sources.

Analytically evaluating the qualitative adjustments for directional consistency, testing for reasonableness, and obtaining evidence for significant changes.

Testing the mathematical accuracy of the qualitative adjustments applied to the loan segments in the ACL calculation.

/s/ Crowe LLP

Crowe LLP

We have served as the Company's auditor since 1983.

Indianapolis, Indiana

February 25, 2026

CONSOLIDATED BALANCE SHEETS (in thousands, except share data)

December 3120252024
ASSETS
Cash and due from banks$57,139$71,733
Short-term investments84,17996,472
Total cash and cash equivalents141,318168,205
Securities available-for-sale, at fair value1,052,062991,426
Securities held-to-maturity, at amortized cost (fair value of $117,510 and $113,107 respectively)133,208131,568
Real estate mortgage loans held-for-sale2,7071,700
Loans, net of allowance for credit losses of $68,995 and $85,9605,306,3545,031,988
Land, premises and equipment, net65,54260,489
Bank owned life insurance129,978113,320
Federal Reserve and Federal Home Loan Bank stock21,42021,420
Accrued interest receivable28,99728,446
Goodwill4,9704,970
Other assets103,466124,842
Total assets$6,990,022$6,678,374
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Noninterest bearing deposits$1,221,327$1,297,456
Interest bearing deposits4,752,0234,603,510
Total deposits5,973,3505,900,966
Borrowings - Federal Home Loan Bank advances:
Short-term advance170,0000
Long-term advance1,2000
Other borrowings13,0000
Total borrowings184,2000
Accrued interest payable8,86815,117
Other liabilities61,11278,380
Total liabilities6,227,5305,994,463
Commitments, off-balance sheet risks and contingencies (Notes 1 and 17)
STOCKHOLDERS’ EQUITY
Common stock: 90,000,000 shares authorized, no par value
25,978,831 shares issued and 25,509,592 outstanding as of December 31, 2024136,965129,664
Retained earnings788,345736,412
Accumulated other comprehensive income (loss)(127,137)(166,500)
Treasury stock, at cost (804,010 shares and 469,239 shares as of December 31, 2025 and 2024, respectively)(35,770)(15,754)
Total stockholders’ equity762,403683,822
Noncontrolling interest8989
Total equity762,492683,911
Total liabilities and equity$6,990,022$6,678,374

CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data)

Years Ended December 31202520242023
NET INTEREST INCOME
Interest and fees on loans
Taxable$335,856$335,639$304,130
Tax exempt1,1862,1263,885
Interest and dividends on securities
Taxable14,05512,04813,153
Tax exempt15,65015,71416,396
Other interest income6,9887,6315,703
Total interest income373,735373,158343,267
Interest on deposits150,732172,759137,791
Interest on short-term borrowings1,9863,7208,441
Total interest expense152,718176,479146,232
NET INTEREST INCOME221,017196,679197,035
Provision for credit losses11,80016,7505,850
NET INTEREST INCOME AFTER PROVISION FOR
CREDIT LOSSES209,217179,929191,185
NONINTEREST INCOME
Wealth advisory fees11,36510,4699,080
Investment brokerage fees2,1981,8941,815
Service charges on deposit accounts11,47411,15710,773
Loan and service fees12,29411,83211,750
Merchant and interchange fee income3,4163,5423,651
Bank owned life insurance income4,2564,2103,133
Interest rate swap fee income830794
Mortgage banking income (loss)134116(254)
Net securities gains (losses)0(46)(25)
Net gain on Visa shares08,9960
Other income2,7514,6749,141
Total noninterest income47,97156,84449,858
NONINTEREST EXPENSE
Salaries and employee benefits75,29366,72859,147
Net occupancy expense7,5246,8656,360
Equipment costs5,7165,6125,632
Data processing fees and supplies16,53415,16114,003
Corporate and business development5,2774,9654,807
FDIC insurance and other regulatory fees3,3613,4653,363
Professional fees7,6988,9508,583
Wire fraud loss0018,058
Other expense10,20213,33810,757
Total noninterest expense131,605125,084130,710
INCOME BEFORE INCOME TAX EXPENSE125,583111,689110,333
Income tax expense22,22218,21116,566
NET INCOME$103,361$93,478$93,767
BASIC WEIGHTED AVERAGE COMMON SHARES25,687,15925,676,54325,604,751
BASIC EARNINGS PER COMMON SHARE$4.02$3.64$3.67
DILUTED WEIGHTED AVERAGE COMMON SHARES25,799,04725,769,01825,723,165
DILUTED EARNINGS PER COMMON SHARE$4.01$3.63$3.65

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands)

Years Ended December 31202520242023
Net income$103,361$93,478$93,767
Other comprehensive income (loss)
Change in available-for-sale and transferred securities:
Unrealized holding gain (loss) on securities available-for-sale arising during the period47,820(16,530)40,639
Reclassification adjustment for amortization of unrealized losses on securities transferred to held-to-maturity1,9571,9621,987
Reclassification adjustment for losses included in net income04625
Net securities gain (loss) activity during the period49,777(14,522)42,651
Tax effect(10,454)3,050(8,957)
Net of tax amount39,323(11,472)33,694
Defined benefit pension plans:
Net gain (loss) on defined benefit pension plans0160(13)
Amortization of net actuarial loss536259
Net gain on activity during the period5322246
Tax effect(13)(55)(12)
Net of tax amount4016734
Total other comprehensive income (loss), net of tax39,363(11,305)33,728
Comprehensive income$142,724$82,173$127,495

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share and per share data)

Accumulated
Other · Total
Common Stock · Retained · Comprehensive · Treasury · Stockholders’ · Noncontrolling · Total
Shares · Amount · Earnings · Income (Loss) · Stock · Equity · Interest · Equity
Balance at January 1, 202325,349,225$127,004$646,100$(188,923)$(15,383)$568,798$89$568,887
Net income93,76793,76793,767
Other comprehensive income, net of tax33,72833,72833,728
Cash dividends declared, $1.84 per share(47,107)(47,107)(47,107)
Treasury shares purchased under deferred directors' plan(10,073)575(575)00
Treasury shares sold and distributed under deferred directors’ plan12,855(405)40500
Stock activity under equity incentive plans78,559(3,135)(3,135)(3,135)
Stock based compensation expense3,6533,6533,653
Balance at December 31, 202325,430,566$127,692$692,760$(155,195)$(15,553)$649,704$89$649,793
Impact of ASU 2023-02, net of tax(532)(532)(532)
Adjusted Balance at January 1, 202425,430,566127,692692,228(155,195)(15,553)649,17289649,261
Net income93,47893,47893,478
Other comprehensive loss, net of tax(11,305)(11,305)(11,305)
Cash dividends declared, $1.92 per share(49,294)(49,294)(49,294)
Treasury shares purchased under deferred directors’ plan(9,394)592(592)00
Treasury shares sold and distributed under deferred directors’ plan13,275(391)39100
Stock activity under equity incentive plans75,145(2,815)(2,815)(2,815)
Stock based compensation expense4,5864,5864,586
Balance at December 31, 202425,509,592$129,664$736,412$(166,500)$(15,754)$683,822$89$683,911
Net income103,361103,361103,361
Other comprehensive income, net of tax39,36339,36339,363
Cash dividends declared, $2.00 per share(51,428)(51,428)(51,428)
Treasury shares purchased under share repurchase plan(337,890)(19,779)(19,779)(19,779)
Treasury shares purchased under deferred directors’ plan(9,625)612(612)00
Treasury shares sold and distributed under deferred directors’ plan12,744(375)37500
Stock activity under equity incentive plans44,813(1,493)(1,493)(1,493)
Stock based compensation expense8,5578,5578,557
Balance at December 31, 202525,219,634$136,965$788,345$(127,137)$(35,770)$762,403$89$762,492

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

Years Ended December 31202520242023
Cash flows from operating activities:
Net income$103,361$93,478$93,767
Adjustments to reconcile net income to net cash from operating activities:
Depreciation5,9785,9536,173
Provision for credit losses11,80016,7505,850
Net (gain) loss on sale and write down of other real estate owned(365)230
Net change in loan servicing rights valuation allowance446497540
Loans originated for sale, including participations(18,180)(20,969)(8,601)
Net gain on sales of loans(567)(556)(292)
Proceeds from sale of loans, including participations17,55420,8368,022
Net gain on Visa shares0(8,996)0
Net loss on sale of premises and equipment85813
Net loss on sales and calls of securities available-for-sale04625
Net securities amortization4,0144,7964,915
Stock based compensation expense8,5574,5863,653
Earnings on life insurance(4,256)(4,210)(3,133)
Gain on life insurance(220)(243)(131)
Tax (benefit) expense of stock award issuances136(215)(718)
Net change:
Interest receivable and other assets(162)1,284(6,169)
Interest payable and other liabilities(13,294)(10,656)10,077
Total adjustments11,5269,00720,214
Net cash from operating activities114,887102,485113,981
Cash flows from investing activities:
Proceeds from sale of securities available-for-sale07,136105,175
Proceeds from sales of Visa shares08,9960
Proceeds from maturities, calls and principal paydowns of securities available-for-sale66,83459,66971,833
Proceeds from maturities, calls and principal paydowns of securities held-to-maturity005
Purchases of securities available-for-sale(83,347)(27,517)(7,178)
Purchase of life insurance(12,867)(331)(258)
Net (increase) decrease in total loans(286,166)(204,176)(212,906)
Proceeds from sales of land, premises and equipment61013
Purchases of land, premises and equipment(11,122)(8,634)(5,991)
Purchases of Federal Home Loan Bank stock00(5,625)
Proceeds from sales of other real estate owned646760
Proceeds from life insurance5955360
Net cash from investing activities(325,421)(164,235)(54,932)
Cash flows from financing activities:
Net increase in total deposits72,384180,441259,905
Net increase (decrease) in other borrowings13,0000(22,000)
Payments on short-term FHLB borrowings,net000
Proceeds from (payments on) short-term FHLB borrowings, net170,000(50,000)(225,000)
Proceeds from long-term FHLB borrowings1,20000
Common dividends paid(51,415)(49,281)(47,094)
Preferred dividends paid(13)(13)(13)
Payments related to equity incentive plan(1,493)(2,815)(3,135)
Purchase of treasury stock(20,391)(592)(575)
Sales of treasury stock375391405
Net cash from financing activities183,64778,131(37,507)
Net change in cash and cash equivalents(26,887)16,38121,542
Cash and cash equivalents at beginning of the year168,205151,824130,282
Cash and cash equivalents at end of the year$141,318$168,205$151,824
Cash paid during the year for:
Interest$158,967$185,256$128,525
Income taxes16,73623,75014,075
Supplemental non-cash disclosures:
Loans transferred to other real estate owned00284
Right-of-use assets obtained in exchange for lease liabilities9262,6990

NOTE 1 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation:

The consolidated financial statements include Lakeland Financial Corporation (the "Holding Company") and its wholly owned subsidiary, Lake City Bank (the "Bank"), referred to as (the "Company"). On December 18, 2006, LCB Investments II, Inc. was formed as a wholly owned subsidiary of the Bank incorporated in Nevada to manage the Bank’s investment portfolio beginning in 2007. On December 21, 2006, LCB Funding, Inc., a real estate investment trust incorporated in Maryland, was formed as a wholly owned subsidiary of LCB Investments II, Inc. On December 28, 2012, LCB Risk Management, Inc., a captive insurance company incorporated in Nevada, was formed as a wholly owned subsidiary of the Holding Company. LCB Risk Management, Inc. was dissolved as a corporate entity on December 18, 2023. All assets of the subsidiary were distributed to the Holding Company upon decommissioning. All intercompany transactions and balances are eliminated in consolidation.

The Company provides financial services through the Bank, a full-service commercial bank with 55 branch offices infifteen counties in Northern and Central Indiana. The Company provides commercial, retail, trust and investment services to its customers. Commercial products include commercial loans and technology-driven solutions to meet commercial customers’ treasury management needs such as mobile business banking and online treasury management services. Retail banking clients are provided a wide array of traditional retail banking services, including lending, deposit and investment services. Retail lending programs are focused on mortgage loans, home equity lines of credit and traditional retail installment loans. Retail and commercial clients utilize the Lake City Bank Digital application to access and transact banking transactions. The Company provides credit card services to retail and commercial customers through its retail card program and merchant processing services. The Company provides wealth advisory and trust clients with traditional personal and corporate trust services. The Company also provides retail brokerage services, including an array of financial and investment products such as annuities and life insurance. Private banking services, which include a comprehensive set of personalized credit and banking solutions, trust and fiduciary services, and estate and financial planning consulting services, are available to certain wealth advisory clients. Other financial instruments, which represent potential concentrations of credit risk, include deposit accounts in other financial institutions.

Use of Estimates:

To prepare financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and future results could differ.

Cash Flows:

Cash and cash equivalents include cash, demand deposits in other financial institutions and short-term investments and certificates of deposit with maturities of 90 days or less. Short-term investments includes interest bearing deposits. Cash flows are reported net for customer loan and deposit transactions, and certain short-term borrowings.

Securities:

Securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income (loss), net of tax. Securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity.

Purchase premiums or discounts are recognized in interest income using the interest method over the terms of the securities or over estimated lives for mortgage-backed securities. Gains and losses on sales are based on the amortized cost of the security sold and recorded on the trade date.

For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, nature of the security, the underlying collateral, and the financial condition of the issuer, among other factors. If this assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and a valuation allowance for securities losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through a valuation allowance for securities losses is recognized in other comprehensive income (loss).

Changes in the valuation allowance for securities losses are recorded as a component of credit loss expense. Losses are charged against the valuation allowance for securities losses when management believes the uncollectibility of the security is confirmed or when either criteria regarding intent or requirement to sell is met.

A portion of the municipal bond portfolio is classified as held-to-maturity. The Company measures expected credit losses on investment securities held-to-maturity on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company considers (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. Historical loss rates associated with securities having similar grades as those in the Company's portfolio have been insignificant. After completing this assessment, the Company determined any credit losses as of December 31, 2025 and 2024 were not material to the consolidated financial statements.

Real Estate Mortgage Loans Held-for-Sale:

Loans held-for-sale are reported at the lower of cost or fair value on an aggregate basis. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loan sales occur on the delivery date agreed to in the relevant commitment agreement. The Company retains servicing on the majority of loans sold. The carrying value of loans sold is reduced by the amount allocated to the servicing right. The gain or loss on the sale of loans is the difference between the carrying value of the loans sold and the funds received from the sale.

Loans:

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for credit losses.

Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. All classes of commercial and industrial, commercial real estate and multi-family residential, agri-business and agricultural, other commercial and consumer 1-4 family mortgage loans for which collateral is insufficient to cover all principal and accrued interest are reclassified as nonaccrual loans, on or before the date when the loan becomes 90 days delinquent. When a loan is classified as a nonaccrual loan, interest on the loan is no longer accrued, all unpaid accrued interest is reversed and interest income is subsequently recorded on the cash-basis or cost-recovery method. Accrual status is resumed when all contractually due payments are brought current and future payments are reasonably assured. Other consumer loans are not placed on a nonaccrual status since these loans are charged-off when they have been delinquent from 90 to 180 days, and when the related collateral, if any, is not sufficient to offset the indebtedness. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated and individually analyzed loans.

The recorded investment in loans is the loan balance net of unamortized deferred loan fees and costs. The total amount of loans accrued interest as of December 31, 2025 and 2024 was $20.7 million and $20.3 million.

Allowance for Credit Losses:

The allowance for credit losses is a valuation allowance to provide for expected credit losses. Losses are charged against the allowance when management believes that the principal is uncollectible. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance are made for specific loans and for pools of similar types of loans, although the entire allowance is available for any loan that, in management's judgment, should be charged against the allowance. A provision for credit losses is taken based on management's ongoing evaluation of the appropriate allowance balance. A formal evaluation of the adequacy of the credit loss allowance is conducted monthly. The ultimate recovery of all loans is susceptible to future market factors beyond the Company's control.

The determination of the appropriate allowance is inherently subjective, as it requires significant estimates by management. The Company has an established process to determine the adequacy of the allowance for credit losses that generally includes consideration of changes in the nature and volume of the loan portfolio and overall portfolio quality, along with current and forecasted economic conditions that may affect borrowers' ability to repay. Consideration is not limited to these factors although they represent the most commonly cited factors. To determine the specific allocation levels for individual credits, management considers the current valuation of collateral and the amounts and timing of expected future cash flows as the primary measures. Management also considers trends in adversely classified loans based upon an ongoing review of those credits. With respect to pools of similar loans, an appropriate level of general allowance is determined by portfolio segment using a probability of default-loss given default ("PD/LGD") model, subject to a floor. A default can be triggered by one of several asset quality factors, including past due status, nonaccrual status, material modification to a borrower experiencing financial difficulty orif the loan has had a charge off. This PD is then combined with a LGD derived from historical charge off data to construct a loss rate. This loss rate is then supplemented with adjustments for reasonable and supportable forecasts of relevant economic indicators, particularly the unemployment rate forecast from the Federal Open Market Committee's Summary of Economic Projections, as well as portfolio trends based on the risks present for each portfolio segment. These environmental factors include consideration of portfolio trends and conditions; industry conditions; and effects of changes in credit concentrations. It is also possible that these factors could include social, political, economic, and terrorist events or activities. All of these factors are susceptible to change, which may be significant. As a result of this detailed process, the allowance results in two forms of allocations, specific and pooled. These two components represent the total allowance for credit losses deemed adequate to cover expected losses within the loan portfolio.

Commercial loans are subject to a dual standardized grading process administered by the credit administration function. These grade assignments are performed independent of each other, and a consensus is reached by credit administration and the loan officer. Individual allowances are established in cases where management has identified significant conditions or circumstances related to a specific credit that indicate it should be analyzed on an individual basis. Considerations with respect to allocations for these individually analyzed credits include, but are not limited to, the following: (a) the sufficiency of the customer's cash flow or net worth to repay the loan; (b) the adequacy of the discounted value of collateral relative to the loan balance; (c) whether the loan has been criticized in a regulatory examination; (d) whether the loan is nonperforming; (e) any other reasons the ultimate collectability of the loan may be in question; or (f) any unique loan characteristics that require special monitoring.

Allocations are also applied to categories of loans considered not to be individually analyzed, but for which the rate of loss is expected to be consistent with or greater than historical averages. Such allocations are based on past loss experience and information about specific borrower situations and estimated collateral values. These general pooled loan allocations are performed for portfolio segments of commercial and industrial; commercial real estate, multi-family, and construction; agri-business and agricultural; other commercial loans; and consumer 1-4 family mortgage and other consumer loans. Pooled allocations of the allowance are determined by a historical loss rate based on the calculation of each pool's probability of default-loss given default, subject to a floor. The length of the historical period for each pool is based on the average life of the pool. The historical loss rates are all supplemented with consideration of economic conditions and portfolio trends. The risk characteristics of each of the identified portfolio segments are as follows:

Commercial and Industrial - Borrowers may be subject to industry conditions including decreases in product demand; increase in material or other production costs that cannot be immediately recaptured in the sales or distribution cycle; interest rate increases that could have an adverse impact on profitability; non-payment of credit that has been extended under normal vendor terms for goods sold or services; and interruption related to the importing or exporting of production materials or sold products.

Commercial Real Estate and Multi-Family Residential - Borrowers may be subject to potential adverse market conditions that cause a decrease in market value or lease rates; the potential for environmental impairment from events occurring on subject or neighboring properties; and obsolescence in location or function. Multi-family residential is also subject to adverse market conditions associated with a change in governmental or personal funding sources for tenants; over supply of units in a specific region; a shift in population; and reputational risks. Construction and land development risks include slower absorption than anticipated on speculative projects; deterioration in market conditions that may impact a project's value; unforeseen costs not considered in the original construction budget; or any other factors that may impact the completion or success of the project.

Agri-business and Agricultural - Borrowers may be subject to adverse market or weather conditions including changes in local or foreign demand; lower yields than anticipated; political or other impact on storage, distribution or use; foreign trade policies including tariffs; exposure to increasing commodity prices which result in higher production, distribution or exporting costs, or falling commodity prices which result in revenues that may be insufficient to cover costs.

Other Commercial - Governmental borrowers may be subject to an interruption in the flow of funds to states and other political subdivisions for the purpose of debt repayments on loans held by the Bank. Not-for-profit borrowers may be subject to changes in tax law that adversely impact revenues.

Consumer 1-4 Family Mortgage - Borrowers may be subject to adverse employment conditions in the local economy leading to increased default rates; decreased market values from oversupply in a geographic area; and impact to the borrowers' ability to maintain payments in the event of incremental rate increases on adjustable rate mortgages.

Other Consumer - Borrowers may be subject to adverse employment conditions in the local economy which may lead to higher default rates; and decreases in the value of underlying collateral.

A loan is analyzed for specific allocation when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Allocations are analyzed specifically or in total for smaller-balance loans of similar nature such as all classes of consumer 1-4 family and other consumer loans, and specifically for all classes of commercial and industrial, commercial real estate and multi-family, agri-business and agricultural and other commercial loans. The Company analyzes commercial loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis for Special Mention, Substandard and Doubtful grade loans and annually on Pass grade loans over $250,000. Factors considered by management in determining individual analysis include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as individually analyzed. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. If a loan is individually analyzed, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s original rate or at the fair value of collateral less anticipated costs to sell. All classes of commercial and industrial, commercial real estate and multifamily residential, agri-business and agricultural, other commercial, consumer 1-4 family mortgage loans and other consumer loans that become delinquent beyond 90 days are analyzed and a charge off is taken when it is determined that the underlying collateral, if any, is not sufficient to offset the indebtedness.

Loans, for which the terms have been modified for borrowers experiencing financial difficulty and a concession has been granted that could materially change the Company's expected future cash flows, are classified as individually analyzed and may be either accruing or non-accruing. Modifications to borrowers experiencing financial difficulty on nonaccrual status follow the same policy as described above for other loans. Individual analysis for modifications to borrowers experiencing financial difficulty is measured at the present value of estimated future cash flows using the loan’s effective rate at inception or at discounted collateral value for collateral dependent loans.

Due to the imprecise nature of estimating the allowance for credit losses, the Company's allowance for credit losses includes an immaterial unallocated component. The unallocated component of the allowance for credit losses incorporates the Company's judgmental determination of potential expected losses that may not be fully reflected in other allocations. As a practical expedient, the Company has elected to disclose accrued interest separately from loan principal balances on the consolidated balance sheet. Additionally, when a loan is placed on non-accrual, interest payments are reversed through interest income.

For off balance sheet credit exposures outlined in the ASC at 326-20-30-11, it is the Company's position that nearly all of the unfunded amounts on lines of credit are unconditionally cancellable, and therefore not subject to having a liability recorded.

Investments in Limited Partnerships and Limited Liability Companies:

The Company enters into and invests in limited partnerships in order to support Community Reinvestment Act activities. The Company invests in Small Business Investment Company Program funds, a mission-driven financial institutions fund, a qualifying Minority Depository Institution, and a technology consortium fund. The Company is a limited partner or limited member in these investments and, as such, the Company is not involved in the management or operation of such investments. These investments are accounted for using the equity method of accounting. Under the equity method of accounting, the Company records its share of the partnership’s earnings or losses in its income statement and adjusts the carrying amount of the investments on the consolidated balance sheet. These investments are evaluated for impairment when events indicate the carrying amount may not be recoverable. The investments recorded at December 31, 2025 and 2024 were $11.4 million and $7.6 million, respectively and are included with other assets in the consolidated balance sheet.

Investments in Tax Credit Structures:

The Company invests in tax credit structures. At December 31, 2025 and 2024, the balance of investments in tax credit structures was $6.3 million and $7.2 million respectively. These balances are reflected in theother assets line on the consolidated balance sheets. Total unfunded commitments related to these investments in tax credit structures totaled $2.4 million and $3.8 million at December 31, 2025 and 2024, respectively. The Company expects to fulfill these commitments during the next 15 years.

The Company adopted the proportional amortization method for accounting for investments in tax credit structures effective January 1, 2024. Prior to this, these investments were accounted for using the equity method. During the years ended December 31, 2025 and 2024, the Company recognized amortization expense of $900,000 and $794,000, which was included within income tax expense on the consolidated statements of income. During the year ended December 31, 2023, the Company recognized amortization expense (investment loss) of $592,000, which was included within other noninterest income on the consolidated statements of income. Additionally, during the years ended December 31, 2025, 2024 and 2023, the Company recognized tax credits and other benefits from its investment in tax credit structures of $920,000, $807,000 and $713,000, respectively, which was included within income tax expense on the consolidated statements of income and incash flows from operations on our consolidated statements of cash flows.

Foreclosed Assets:

Assets acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines, a valuation allowance is recorded through expense. Costs incurred after acquisition are expensed. At December 31, 2025 and 2024, the balance of other real estate owned waszero and $284,000, respectively, and is included with other assets on the consolidated balance sheet.

Land, Premises and Equipment, Net:

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the useful lives of the assets. Premises and improvements assets have useful lives between 5 and 40 years. Equipment and furniture assets have useful lives between 3 and 7 years.

Loan Servicing Rights:

Servicing rights are recognized separately when they are acquired through sales of loans. When mortgage loans are sold, servicing rights are initially recorded at fair value with the income statement effect recorded inmortgage banking income. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. The amortization of servicing rights is netted against mortgage banking income. Servicing fees were $1.1 million for the years ended December 31, 2025 and 2024, and $1.2 million for the year ended December 31, 2023. Late fees and ancillary fees related to loan servicing are not material.

Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as loan type, term and interest rate. Any impairment of a grouping is reported as a valuation allowance, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in the valuation allowance are reported with mortgage banking income on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses.

The carrying value of mortgage servicing rights, which is included with other assets in the consolidated balance sheet, was $1.6 million and $1.9 million as of December 31, 2025 and 2024, respectively. Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans were $294.5 million and $313.0 million at December 31, 2025 and 2024, respectively. Custodial escrow balances maintained in connection with serviced loans were $1.7 million at December 31, 2025 and 2024.

Servicing fee income (loss), which is included in loan and service fees on the income statement, is recorded for fees earned for servicing loans. Fees earned for servicing loans are based on a contractual percentage of the outstanding principal amount of the loan and are recorded as income when earned.

Transfers of Financial Assets:

Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Mortgage Banking Derivatives:

Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free-standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in fair values of these derivatives are included in mortgage banking income.

Interest Rate Swap Derivatives:

The Company offers a derivative product to certain creditworthy commercial banking customers. This product allows the commercial banking customers to enter into an agreement with the Company to swap a variable rate loan to a fixed rate. These derivative products are designed to reduce, eliminate or modify the borrower’s interest rate exposure. The extension of credit incurred in connection with these derivative products is subject to the same approval and underwriting standards as traditional credit products. The Company limits its risk exposure by simultaneously entering into a similar, offsetting swap agreement with a separate, well capitalized and highly rated counterparty previously approved by the Company’s Asset Liability Committee. By using these interest rate swap arrangements, the Company is also better insulated from the interest rate risk associated with underwriting fixed-rate loans and is better able to meet customer demand for fixed rate loans. These derivative contracts are not designated against specific assets or liabilities and, therefore, do not qualify for hedge accounting. The derivatives are recorded as assets and liabilities on the balance sheet at fair value with changes in fair value recorded in non-interest income for both the commercial banking customer swaps and the related offsetting swaps. The fair value of the derivative instruments incorporates a consideration of credit risk (in accordance with ASC 820), resulting in some potential volatility in earnings each period. Cash flow activity is recorded through other assets and other liabilities.

The notional amount of the combined interest rate swaps with customers and counterparties at December 31, 2025 and 2024 was $573.7 million and $744.8 million, respectively. The fair value of the interest rate swap asset was $14.6 million and $25.4 million and the fair value of the interest rate swap liability was $14.6 million and $25.4 million at December 31, 2025 and 2024, respectively.

The Company was a party in a risk participation transaction of an interest rate swap, which had a total notional amount ofzero and $4.9 million at December 31, 2025 and 2024.

Bank Owned Life Insurance:

At December 31, 2025 and 2024, the Company owned $123.0 million and $107.3 million, respectively, of life insurance policies on certain officers to provide a life insurance benefit for these officers. At December 31, 2025 and December 31, 2024, the Company also owned $7.0 million and $6.0 million, respectively, of variable life insurance on certain officers related to a deferred compensation plan. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, i.e., the cash surrender value adjusted for other changes or other amounts due that are probable at settlement.

Goodwill and Other Intangible Assets:

All goodwill on the Company’s consolidated balance sheet resulted from business combinations prior to January 1, 2009 and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is not amortized, but assessed at least annually for impairment and any such impairment would be recognized in the period identified.

FHLB and Federal Reserve Bank Stock:

FHLB and Federal Reserve Bank stock are carried at cost in other assets, classified as a restricted security and are periodically evaluated for impairment based on ultimate recoverability of par value. Both cash and stock dividends are reported as income.

Long-term Assets:

Premises and equipment, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value. There wasno such impairment identified for the years ended December 31, 2025, 2024 and 2023.

Benefit Plans:

The Company has a noncontributory defined benefit pension plan, which covered substantially all employees until the plan was frozen effective April 1, 2000. Funding of the plan equals or exceeds the minimum funding requirement determined by the actuary. Pension expense is the net of interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Benefits are based on years of service and compensation levels.

The Company maintains a 401(k) profit sharing plan for all employees meeting certain age and service requirements. The Company contributions are based upon the percentage of budgeted net income earned during the year.

An employee deferred compensation plan is available to certain employees with returns based on investments in mutual funds.

The Company maintains a directors’ deferred compensation plan. Effective January 1, 2003, the directors’ deferred compensation plan was amended to restrict the deferral to be in stock only and deferred directors’ fees are included in equity. The Company acquires shares on the open market and records such shares as treasury stock.

Revenue Recognition:

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. The following is a description of principal activities from which we generate revenue. Revenues are recognized as the Company satisfies its obligations with our customers, in an amount that reflects the consideration that we expect to receive in exchange for those services.

Wealth advisory fees

The Company provides wealth advisory services to its customers and earns fees from its contracts with trust customers to manage assets for investment and/or to transact on their accounts. These fees are primarily earned over time as the Company provides the contracted monthly, quarterly, or annual services and are generally assessed based on a tiered scale of the market value of assets under management at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed. Other related services, such as escrow accounts that are based on a fixed schedule, are recognized when the services are rendered.

Investment brokerage services

The Company provides investment brokerage services through a full service brokerage and investment and advisory firm, Cetera Investment Services LLC ("Cetera"). The Company receives commissions from Cetera on a monthly basis based upon customer activity for the month. The fees are recognized monthly and a receivable is recorded until commissions are generally paid by the 5th business day of the following month. Because the Company (i) acts as an agent in arranging the relationship between the customer and Cetera and (ii) does not control the services to the customers, investment brokerage service fees are presented net of Cetera’s related costs.

Service charges on deposit accounts

The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s balance.

Interchange income

The Company provides the ability to transact on certain deposit accounts through the use of debit cards by outsourcing the services through third party service providers. Performance obligations are met on a transactional basis and income is recognized monthly based on transaction type and volume. Under ASC 606, fees from interchange income related to its customers use of debit cards will be reported gross in loan and service fees under noninterest income. The cost of using third party providers for these interchange services are reported in data processing fees and supplies under noninterest expense.

Gain on sale of other real estate owned ("OREO") financed by seller

On occasion, the Company underwrites a loan to purchase property owned by the Company. Under ASC 606, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.

Debit card incentive rebates

The Company receives incentive rebates based on debit card transaction volume. Performance obligations are met on a transactional basis and income is recognized monthly based on transaction volume. Under ASC 606, these rebates related to debit card transaction volume are reported as a contra expense in data processing fees and supplies under noninterest expense.

Stock Based Compensation:

Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant adjusted for the present value of expected dividends is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. Certain of the restricted stock awards are performance based, as more fully discussed in Note 14 – Stock Based Compensation.

Income Taxes:

Annual consolidated federal and state income tax returns are filed by the Company. Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Income tax expense is recorded based on the amount of taxes due on its tax return plus net deferred taxes computed based upon the expected future tax consequences of temporary differences between carrying amounts and tax basis of assets and liabilities, using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is more likely of being realized on examination than not. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Off-Balance Sheet Financial Instruments:

Financial instruments include credit instruments, such as commitments to make loans and standby letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. The fair value of standby letters of credit is recorded as a liability during the commitment period.

Earnings Per Common Share:

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options, restricted stock awards and warrants. Earnings and dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements. The common shares included in treasury stock for 2025 and 2024 were 804,010 and 469,239 shares, respectively. Common stock that has been purchased under the directors’ deferred compensation plan, described above, is included in the treasury stock total and represented 177,019 and 180,138 shares of treasury stock as of December 31, 2025 and 2024, respectively. Because these shares are held in trust for the participants, they are treated as outstanding when computing the weighted-average common shares outstanding for the calculation of both basic and diluted earnings per share. During the year ended December 31, 2025, the Company repurchased 337,890 shares of its common shares at a weighted average price of $58.03 per share. Treasury stock is carried at cost using the treasury stock method.

Comprehensive Income:

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available-for-sale, reclassification adjustments for securities transferred to held-to-maturity, reclassification adjustments for gains on the sale of available-for-sale securities and changes in the funded status of the pension plan, which are also recognized as separate components of equity.

Loss Contingencies:

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

As previously disclosed, in July 2019, the Bank discovered potentially fraudulent activity by a former treasury management client involving multiple banks. The former client subsequently filed several bankruptcy cases, captioned In re Interlogic Outsourcing, Inc., et al., which were filed in the United States Bankruptcy Court for the Western District of Michigan. In June 2024, the Bank and other remaining individual defendants settled the matter with the liquidating trustee and the case was dismissed with prejudice. A $4.5 million accrual was recognized related to the resolution of this matter and paid during 2024. The expense was recorded within other expense on the consolidated statements of income during the year ended December 31, 2024.

Restrictions on Cash:

The Federal Reserve Bank eliminated the reserve requirement for all depository institutions in March of 2020. Therefore, the Company was not required to have cash on hand or on deposit with the Federal Reserve Bank to meet regulatory reserve and clearing requirements at December 31, 2025 and 2024.

Dividend Restriction:

Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Company or by the Company to its stockholders. These restrictions currently pose no practical limit on the ability of the Bank or the Company to pay dividends at historical levels.

Fair Value of Financial Instruments:

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disc losed in Note 5 -Fair Value. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Operating Segments:

The Company's revenue is primarily derived from the business of banking. The Company's financial performance is monitored on consolidated basis by Management Committee, which is considered to be the Company's Chief Operating Decision Maker ("CODM"). Management Committee includes the following officers of the Company: Chairman of the Board and Chief Executive Officer; President; Executive Vice President, Chief Financial Officer; Executive Vice President, Chief Commercial Banking Officer; Executive Vice President, Chief Retail Banking Officer; Executive Vice President, Chief Credit Officer; Senior Vice President, Chief Wealth Advisory Officer; Senior Vice President, Chief Human Resources Officer; and Senior Vice President, General Counsel. Financial performance is reported to the CODM monthly, and the primary measure of performance is consolidated net income. The allocation of resources throughout the Company is determined annually based upon consolidated net income performance. The presentation of financial performance to the CODM is consistent with amounts and financial statement lines items shown in the Company's consolidated balance sheets and consolidated statements of income. Additionally, the Company's significant expenses are adequately segmented by category and amount in the consolidated statements of income to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include salaries and employee benefits, net occupancy expense, equipment costs, data processing fees and supplies, and professional fees.

All of the Company’s financial results are similar and considered by management to be aggregated intoone reportable operating segment. While the Company has assigned certain management responsibilities by region and business-line, the Company’s CODM evaluates financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking and the Company’s assigned regions have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by management to be aggregated inone reportable operating segment.

Adoption of New Accounting Standards:

On December 13, 2023, the FASB issued ASU 2023-08,"Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets", to provide improved accounting and disclosure guidance for crypto assets. Stakeholders stated that current accounting guidance, except as provided in GAAP for certain specialized industries, surrounding crypto asset holdings as indefinite-lived intangible assets fails to provide financial statement users with decision-useful information. To remedy these shortcomings, the amendments in this update require an entity present (1) crypto assets measured at fair value separately from other intangible assets reported in the balance sheet and (2) changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. While the amendments in the update do not otherwise change the presentation requirements for the statement of cash flows, they do require specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and are converted nearly immediately into cash.

The amendments in the update also provide for several enhancements related to disclosure of an entity's crypto asset holdings. For annual and interim reporting periods, the amendments in the update require an entity disclose the following information: (1) the name, cost basis, fair value, and number of units for each significant crypto asset holding and aggregate fair values and costs bases of the crypto asset holdings that are not individually significant; and (2) for crypto assets that are subject to contractual sale restrictions, the fair value of those crypto assets, the nature and remaining duration of the restriction(s), and the circumstances that could cause the restriction(s) to lapse. For annual reporting periods, the amendments in the update require an entity disclose the following information: (1) a rollforward, in the aggregate, of activity in the reporting period for crypto asset holdings, including additions (with a description of the activities that resulted in the additions), dispositions, gains, and losses; (2) for any dispositions for crypto assets in the reporting period, the difference between the disposal price and the cost basis and a description of the activities that resulted in the dispositions; (3) if gains and losses are not presented separately, the income statement line item in which those gains and losses are recognized; and (4) the method for determining the cost basis of crypto assets.

The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The amendments in this update require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. This standard did not have an impact on the Company's consolidated financial statements based upon the nature of the Company's current operations.

On March 18, 2025, the FASB issued ASU 2025-02,"Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122", which provided amendments to SEC paragraphs pursuant to Staff Accounting Bulletin 122. This amendment removed text related to "Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for Its Platform Users" from ASU 405-10-S99-1, as Staff Accounting Bulletin 122 rescinded the topic.

On December 14, 2023, the FASB issued ASU 2023-09,"Income Taxes (Topic 740): Improvements to Income Tax Disclosures", to address investor requests for greater transparency in regards to income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments are designed to enhance transparency surrounding income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation; and (2) income taxes paid disaggregation by taxing jurisdiction, which will allow investors to better assess, in their capital allocation decisions, how an entity's operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. Other amendments in this update are designed to improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income (loss) and income tax expense (benefit) to be consistent with the SEC's Regulation S-X 210.4-08(h), Rules of General Application-General Notes to Financial Statements: Income Tax Expense; and (2) removing disclosures that are no longer considered cost beneficial or relevant.

The amendments in this update are effective for public business entities for annual periods beginning after December 31, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis, however retrospective application is permitted. The Company adopted ASU 2023-09 on January 1, 2025, however the adoption of this update did not have a material impact on the year-end consolidated financial statements and related footnotes.

Newly Issued But Not Yet Effective Accounting Standards:

On October 9, 2023, the FASB issued ASU 2023-06,"Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative", which modified the disclosure or presentation requirements of a variety of Topics in the Codification and was intended to both clarify or improve such requirements and align the requirements with the SEC's regulations. The amendments to Topics of Codification provided in this update apply to all reporting entities within the scope of the affected Topics unless otherwise indicated by the update. Given the variety of Topics amended, a broad range of entities may be affected by one or more of the amendments provided in the update. The Company evaluated the amendments provided in the update and believes certain of the disclosure improvements are applicable to the Company's interim or annual disclosures. Subtopic 230-10, as amended, requires disclosure within the accounting policy in annual periods of where cash flows associated with derivative instruments and their related gains and losses are presented within the statement of cash flows. Subtopic 260-10, as amended, requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods. Subtopic 470-10, as amended, requires disclosure of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on short-term borrowings outstanding as of the date of each balance sheet presented.

The effective date for each amendment for entities subject to the SEC's existing disclosure requirements is the effective date of the removal of the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The amendments in the update are to be applied prospectively. The Company will apply prospectively the provisions provided in the amendments as such provisions become effective, and does not believe the application of these modified disclosure requirements will have a material impact on the consolidated financial statements. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment in the update will be removed from the Codification and will not become effective.

On November 8, 2024, the FASB issued ASU 2024-03,"Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", to improve the disclosures surrounding a public business entity's expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

The amendments in this update require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity (1) Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an is an expense caption presented on the face of the income statement within continuing operations that contains any of the following expense categories listed in (a)-(e); (2) Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as other disaggregation requirements; (3) Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) Disclose the total amount of selling expenses, and in annual reporting periods, an entity's definition of selling expenses. An entity is not precluded from providing additional voluntarily disclosures that may provide investors with additional decision-useful information.

On January 6, 2025, the FASB issued ASU 2025-01,"Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date", to clarify the effective date of the ASU 2024-03. The update amends the effective date of Update 2024-03 to annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this update on its disclosures, however does not expect the adoption of this update to have a material impact on the consolidated financial statements.

On September 18, 2025, the FASB issued ASU 2025-06,"Intangibles—Goodwill and Other—Internal Use-Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software", to modernize the accounting for software costs to better align the guidance with current software development practices. Specifically, many entities have shifted from using a prescriptive and sequential ("linear") development method to using an incremental and iterative ("agile") development method, the latter of which is not contemplated in the current guidance and presents a challenge to stakeholders in determining when to begin capitalizing internal-use software costs.

The amendments in this update remove all references to linear project stages, and instead require an entity to start capitalizing software costs when both of the following occur: (1) Management has authorized and committed to funding the software project and (2) It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software (referred to as "significant development uncertainty"). The two factors to consider in determining whether the re is significant development uncertainty are whether: (1) The software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing and (2) The entity has determined what it needs the software to do, including whether the entity has identified or continues to substantially revise the software's significant performance requirements. The amendments in the update specify that internal-use software costs must be disclosed according to applicable property, plant and equipment guidance, regardless of how such costs are presented in the financial statements. Furthermore, the amendments in the update supersede website development costs guidance and incorporate the recognition requirements for website-specific development costs into Subtopic 350-40.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in the update may be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption or a retrospective transition approach. The Company is currently evaluating the impact of this update on its disclosures, however does not expect the adoption of this update to have a material impact on the consolidated financial statements.

On November 12, 2025, the FASB issued ASU 2025-08,"Financial Instruments - Credit Losses (Topic 326): Purchased Loans", to expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance with the amendments in this update, loans (excluding credit cards) acquired without credit deterioration and deemed "seasoned" arepurchased seasoned loans and are accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-purchased financial asset with credit deterioration ("PCD") asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. The amendments in this update should be applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted in an interim or annual reporting period in which the financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim reporting period, it should apply the amendments as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period. The Company does not anticipate this standard will have an impact on the Company's financial statements based upon the nature of the Company's current operations.

On December 8, 2025, the FASB issued ASU 2025-11,"Interim Reporting (Topic 270): Narrow Scope Improvements", to improve the guidance in Topic 270, by clarifying interim disclosure requirements and the applicability of Topic 270. The amendments in this update result in a comprehensive list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics, the Board focused on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in this update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. The amendments in this update also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The Board expects these clarifications will enhance consistency in interim financial reporting in interim for all entities and considers the amendments to be necessary to reflect the development of interim reporting over time.

The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2027, for entities other than public business entities. Early adoption is permitted for all entities, and can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this update on its financial disclosures, however does not expect the adoption of this update to have a material impact on the consolidated financial statements.

On December 17, 2025, the FASB issued ASU 2025-12,"Codification Improvements". The amendments in this update represent changes that (1) clarify, (2) correct errors or (3) make minor improvements to the Codification. The amendments are intended to make the Codification easier to understand and apply. The amendments in this update are varied in nature and may affect the application of guidance in cases in which the original guidance may have been unclear. The amendments in this update are effective for all entities for annual reporting beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes the interim period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity may also elect the transition method on an issue-by-issue basis. For example, it may apply certain amendments prospectively while applying others retrospectively. The Company is currently evaluating the impact of the update on its financial disclosures, however does not expect the adoption of this update to have a material impact on the consolidated financial statements.

NOTE 2 –SECURITIES

Debt securities purchased with the intent and ability to hold to their maturity are classified as held-to-maturity securities. All other investment securities are classified as available-for-sale securities.

Available-for-Sale Securities

Information related to the amortized cost, fair value and allowance for credit losses of securities available-for-sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) at December 31, 2025 and 2024 is presented in the tables below.

(dollars in thousands)Amortized CostGross Unrealized GainGross Unrealized LossesAllowance for Credit LossesFair Value
U.S. Treasury securities$10,117$2$0$0$10,119
U.S. government sponsored agencies136,77282(21,164)0115,690
Mortgage-backed securities: residential506,734892(53,463)0454,163
State and municipal securities541,694131(69,735)0472,090
Total$1,195,317$1,107$(144,362)$0$1,052,062
U.S. government sponsored agencies$137,150$0$(27,715)$0$109,435
Mortgage-backed securities: residential500,27883(77,952)0422,409
State and municipal securities545,07317(85,508)0459,582
Total$1,182,501$100$(191,175)$0$991,426

Held-to-Maturity Securities

Information related to the amortized cost, fair value and allowance for credit losses of securities held-to-maturity and the related gross gains and unrealized gains and losses at December 31, 2025 and 2024 is presented in the tables below.

(dollars in thousands)AmortizedCostGross Unrealized GainGross Unrealized LossesAllowance for Credit LossesFair Value
State and municipal securities$133,208$0$(15,698)$0$117,510
State and municipal securities$131,568$0$(18,461)$0$113,107

The Company has the current intent and ability to hold the transferred securities until maturity. All of the Company's securities designated as held-to-maturity were transferred from the available-for-sale classification. The net unrealized gain or loss on the transferred securities was recorded as a component of accumulated other comprehensive income (loss) at the time of the transfer and is amortized over the remaining life of the underlying securities as an adjustment to the yield on those securities. The net amount of the unrealized loss on the securities included in accumulated other comprehensive income (loss) was $17.0 million ($13.4 million, net of tax) at December 31, 2025.

Information regarding the fair value and amortized cost of available-for-sale and held-to-maturity debt securities by maturity as of December 31, 2025 is presented one the next page. Maturity information is based on contractual maturity for all securities other than mortgage-backed securities. Actual maturities of securities may differ from contractual maturities because borrowers may have the right to prepay the obligation without prepayment penalty.

Available-for-Sale · Held-to-Maturity
(dollars in thousands)Amortized CostFair ValueAmortizedCostFairValue
Due in one year or less$0$0$0$0
Due after one year through five years22,67422,34100
Due after five years through ten years97,61691,9047,3536,802
Due after ten years568,293483,654125,855110,708
688,583597,899133,208117,510
Mortgage-backed securities506,734454,16300
Total debt securities$1,195,317$1,052,062$133,208$117,510

Security proceeds, gross gains and gross losses for 2025, 2024 and 2023 were as follows:

(dollars in thousands)202520242023
Sales of securities available-for-sale
Proceeds$0$7,136$105,175
Gross gains00439
Gross losses0(46)(464)
Number of securities015115

In accordance with ASU 2017-8, purchase premiums for callable securities are amortized to the earliest call date and premiums on non-callable securities as well as discounts are recognized in interest income using the interest method over the terms of the securities or over the estimated lives of mortgage-backed securities. Gains and losses on sales are based on the amortized cost of the security sold and recorded on the trade date.

Securities with fair values of $546.8 million and $560.2 million were pledged as of December 31, 2025 and 2024, respectively, as collateral for borrowings from the FHLB and Federal Reserve Bank and for other purposes as permitted or required by law.

Unrealized Loss Analysis on Available-for-Sale and Held-to-Maturity Securities

Information regarding available-for-sale securities securities with unrealized losses as of December 31, 2025 and 2024 is prese nted below. The tables distribute the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more.

Less than 12 months12 months or moreTotal
(dollars in thousands)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
U.S. Treasury securities$5,107$0$0$0$5,107$0
U.S. government sponsored agencies00105,60921,164105,60921,164
Mortgage-backed securities: residential14,397106374,38353,357388,78053,463
State and municipal securities13,80724440,93569,711454,74269,735
Total temporarily impaired$33,311$130$920,927$144,232$954,238$144,362
U.S. government sponsored agencies$0$0$109,435$27,715$109,435$27,715
Mortgage-backed securities: residential23,204249390,48377,703413,68777,952
State and municipal securities12,928439443,56985,069456,49785,508
Total temporarily impaired$36,132$688$943,487$190,487$979,619$191,175

Information regarding held-to-maturity securities with unrealized losses as of December 31, 2025 and 2024 is presented below. The tables divide the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more.

Less than 12 months12 months or moreTotal
(dollars in thousands)FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
State and municipal securities$0$0$117,510$15,698$117,510$15,698
State and municipal securities$0$0$113,107$18,461$113,107$18,461

The number of securities with unrealized losses as of December 31, 2025 and 2024 is presented below.

Available-for-SaleHeld-to-Maturity
Less than 12 months12 months or moreTotalLess than 12 months12 months or moreTotal
U.S. Treasury securities101000
U.S. government sponsored agencies01717000
Mortgage-backed securities: residential3120123000
State and municipal securities1737839504141
Total temporarily impaired2151553604141
U.S. government sponsored agencies01717000
Mortgage-backed securities: residential9124133000
State and municipal securities2339241504141
Total temporarily impaired3253356504141

Available-for-sale and held-to-maturity debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For available-for-sale debt securities in an unrealized loss position, management first assesses whether it intends to sell, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through the consolidated income statement. For available-for-sale debt securities that do not meet the criteria and for held-to-maturity securities, management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, management compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. For available-for-sale debt securities, any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss), net of applicable taxes.

No allowance for credit losses for available-for-sale or held-to-maturity securities was recorded at December 31, 2025 or 2024. Accrued interest receivable on available-for-sale and held-to-maturity debt securities totaled $7.8 million and $7.5 millionat December 31, 2025 and 2024, respectively, and is excluded from the estimate of credit losses.

Ninety-nine percent of the securities are backed by the U.S. government, government agencies, government sponsored agencies or are rated above investment grade with a long history of no credit losses, except for certain non-local or local municipal securities, which are not rated. The U.S. government sponsored agencies and mortgage-backed securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major credit rating agencies, and have a long history of no credit losses. Therefore, for those securities, we do not record expected credit losses. State and municipal securities credit losses are benchmarked against highly rated municipal securities of similar duration, as published by Moody's, resulting in an immaterial allowance for credit losses.

In 2024, Visa Inc. announced an exchange offer for Visa Class B-1 common stock. At the time of the announcement the Bank held 23,804 shares of stock which were being carried at a historical cost basis ofzero on the Company's consolidated balance sheet. The Bank elected to enter the exchange program and tendered all of its shares of Class B-1 common stock. The tender was accepted by Visa in exchange for a combination of its Class B-2 common stock and Class C common stock, which were carried by the Bank at fair value. After the completion of the exchange, the Bank converted its remaining Class B-2 common stock to Class C common stock and liquidated all shares resulting in a net gain of $9.0 million that was recognized in 2024. The Bank remains a party to a makewhole agreement with Visa as a requirement of entering the exchange. The Bank did not record a liability as related to the terms of the agreement at December 31, 2025 or 2024 as a loss was neither probable nor estimable at the time.

NOTE 3 –LOANS

Total loans outstanding as of the years ended December 31, 2025 and 2024 consisted of the following:

(dollars in thousands)20252024
Commercial and industrial loans:
Working capital lines of credit loans$711,742$649,609
Non-working capital loans841,947801,256
Total commercial and industrial loans1,553,6891,450,865
Commercial real estate and multi-family residential loans:
Construction and land development loans497,239567,781
Owner occupied loans807,335807,090
Nonowner occupied loans923,708872,671
Multi-family loans438,233344,978
Total commercial real estate and multi-family residential loans2,666,5152,592,520
Agri-business and agricultural loans:
Loans secured by farmland155,073156,609
Loans for agricultural production251,783230,787
Total agri-business and agricultural loans406,856387,396
Other commercial loans97,38195,584
Total commercial loans4,724,4414,526,365
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans267,134259,286
Open end and junior lien loans251,185214,125
Residential construction and land development loans18,87316,818
Total consumer 1-4 family mortgage loans537,192490,229
Other consumer loans116,224104,041
Total consumer loans653,416594,270
Gross loans5,377,8575,120,635
Less: Allowance for credit losses(68,995)(85,960)
Net deferred loan fees(2,508)(2,687)
Loans, net$5,306,354$5,031,988

The recorded investment in loans does not include accrued interest, which totaled $20.7 million and $20.3 million at December 31, 2025 and 2024, respectively.

The Company had $1.5 million and $424,000 in residential real estate loans in process of foreclosure as of December 31, 2025 and 2024, respectively.

NOTE 4 –ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

The following tables present the activity in the allowance for credit losses by portfolio segment for the year ended December 31, 2025, 2024 and 2023:

(dollars in thousands)Commercial and IndustrialCommercial Real Estate and Multi-family ResidentialAgri-business and AgriculturalOther CommercialConsumer 1-4 Family MortgageOther ConsumerUnallocatedTotal
Beginning balance$45,539$30,865$3,541$743$3,358$1,531$383$85,960
Provision for credit losses10,805(807)(226)298795993(58)11,800
Loans charged-off(28,868)000(226)(1,320)0(30,414)
Recoveries960105006951501,649
Net loans (charged-off) recovered(27,908)10500(157)(805)0(28,765)
Ending balance$28,436$30,163$3,315$1,041$3,996$1,719$325$68,995
(dollars in thousands)Commercial and IndustrialCommercial Real Estate and Multi-family ResidentialAgri-business and AgriculturalOther CommercialConsumer 1-4 Family MortgageOther ConsumerUnallocatedTotal
Beginning balance$30,338$31,335$4,150$1,129$3,474$1,174$372$71,972
Provision for credit losses16,639264(609)(386)(75)9061116,750
Loans charged-off(1,615)(840)00(94)(919)0(3,468)
Recoveries17710600533700706
Net loans (charged-off) recovered(1,438)(734)00(41)(549)0(2,762)
Ending balance$45,539$30,865$3,541$743$3,358$1,531$383$85,960
(dollars in thousands)Commercial and IndustrialCommercial Real Estate and Multi-family ResidentialAgri-business and AgriculturalOther CommercialConsumer 1-4 Family MortgageOther ConsumerUnallocatedTotal
Beginning balance$35,290$27,394$4,429$917$3,001$1,021$554$72,606
Provision for credit losses1,2093,619(279)212598673(182)5,850
Loans charged-off(6,341)000(163)(828)0(7,332)
Recoveries18032200383080848
Net loans (charged-off) recovered(6,161)32200(125)(520)0(6,484)
Ending balance$30,338$31,335$4,150$1,129$3,474$1,174$372$71,972

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis for Special Mention, Substandard and Doubtful grade loans and annually on Pass grade loans over $250,000.

The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized as the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans are considered to be "Pass" rated when they are reviewed as part of the previously described process and do not meet the criteria above, which are evaluated and listed with Substandard commercial grade loans and consumer nonaccrual loans which are evaluated individually and listed with "Not Rated" loans. Loans listed as Not Rated are consumer loans or commercial loans with consumer characteristics included in groups of homogenous loans which are analyzed for credit quality indicators utilizing delinquency status.

The following tables summarize the risk category of loans by loan segment and origination date as of December 31, 2025 and 2024. Balances presented are at the amortized cost basis by origination year.

(dollars in thousands)20252024202320222021PriorTerm TotalRevolvingTotal
Commercial and industrial loans:
Working capital lines of credit loans:
Pass$5,863$1,405$19$63$1,066$334$8,750$633,270$642,020
Special Mention000000038,01438,014
Substandard30002,0579242112303,72227,75931,481
Total6,1631,4052,0769871,27756412,472699,043711,515
Working capital lines of credit loans:
Current period gross write offs00028,60701228,6194528,664
Non-working capital loans:
Pass210,230109,036101,984114,73532,42020,755589,160204,275793,435
Special Mention5,8192,6711548,3597,0245,06029,0877,49336,580
Substandard3143271,9981,5431053,9138,2003918,591
Doubtful000007474074
Not Rated9393227675581071732,86602,866
Total217,302112,356104,903125,19539,65629,975629,387212,159841,546
Non-working capital loans:
Current period gross write offs1200003201204
Commercial real estate and multi-family residential loans:
Construction and land development loans:
Pass20,94625,43011,99020,692720079,778414,386494,164
Special Mention1,242000001,24201,242
Total22,18825,43011,99020,692720081,020414,386495,406
Construction and land development loans:
Current period gross write offs000000000
Owner occupied loans:
Pass151,944106,04089,724118,976128,712143,199738,59531,378769,973
Special Mention3,0831631,81014,683013,06932,80855033,358
Substandard030628401,5201,4423,55203,552
Total155,027106,50991,818133,659130,232157,710774,95531,928806,883
Owner occupied loans
Current period gross write offs000000000
Nonowner occupied loans:
Pass184,183114,323108,411128,86793,880154,390784,054125,655909,709
Special Mention0011,321590011,380011,380
Substandard00000001,9571,957
Total184,183114,323119,732128,92693,880154,390795,434127,612923,046
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY (continued)
(dollars in thousands)20252024202320222021PriorTerm TotalRevolvingTotal
Nonowner occupied loans (continued):
Current period gross write offs000000000
Multi-family loans:
Pass191,39921,55263,81021,4728,48532,995339,71397,877437,590
Special Mention000291002910291
Total191,39921,55263,81021,7638,48532,995340,00497,877437,881
Multi-family loans:
Current period gross write offs000000000
Agri-business and agricultural loans:
Loans secured by farmland:
Pass28,60013,59515,25831,32419,91530,669139,36113,202152,563
Special Mention1,9871181930251482,47102,471
Substandard000004949049
Total30,58713,71315,45131,32419,94030,866141,88113,202155,083
Loans secured by farmland:
Current period gross write offs000000000
Loans for agricultural production:
Pass5,56013,15821,35518,84821,21512,50292,638151,443244,081
Special Mention00654258019136,8917,804
Total5,56013,15822,00919,10621,21512,50393,551158,334251,885
Loans for agricultural production:
Current period gross write offs000000000
Other commercial loans:
Pass11,1781,19913,63724,5062,50411,66564,68930,72295,411
Special Mention000001,7541,75401,754
Total11,1781,19913,63724,5062,50413,41966,44330,72297,165
Other commercial loans:
Current period gross write offs000000000
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans:
Pass14,0589,9786,4656,79310,2485,52553,0672,42755,494
Special Mention1891192151566107400740
Substandard5530523243607551,78301,783
Not Rated36,51123,57850,01142,65724,99831,020208,7750208,775
Total50,81333,98056,92350,04235,30737,300264,3652,427266,792
Closed end first mortgage loans:
Current period gross write offs000002424024
Open end and junior lien loans:
Pass665487684019042,0308,47710,507
Special Mention286000002860286
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY (continued)
(dollars in thousands)20252024202320222021PriorTerm TotalRevolvingTotal
Open end and junior lien loans (continued):
Substandard1,72838990301,8683172,185
Not Rated28,32713,0169,56610,3471,8491,13864,243176,160240,403
Total31,00613,54110,34910,3472,0421,14268,427184,954253,381
Open end and junior lien loans:
Current period gross write offs0002922253149202
Residential construction loans:
Not Rated6,6846,8525751,6801,1891,79818,778018,778
Total6,6846,8525751,6801,1891,79818,778018,778
Residential construction loans:
Current period gross write offs000000000
Other consumer loans:
Pass38409391202201,46537,68339,148
Substandard035273916114160416
Not Rated19,05515,98213,8377,6314,3013,34964,15512,26976,424
Total19,43916,01715,0497,8424,3293,36066,03649,952115,988
Other consumer loans:
Current period gross write offs41873061615807166041,320
Total Loans$931,529$480,035$528,322$576,069$360,776$476,022$3,352,753$2,022,596$5,375,349
Total current period gross write offs$5$189$306$28,797$60$58$29,415$999$30,414
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY (continued)
(dollars in thousands)20242023202220212020PriorTerm TotalRevolvingTotal
Commercial and industrial loans:
Working capital lines of credit loans:
Pass$1,599$114$1,640$1,647$651$0$5,651$525,179$530,830
Special Mention000000048,30148,301
Substandard0093301952191,34725,87827,225
Doubtful03,09039,99400043,084043,084
Total1,5993,20442,5671,64784621950,082599,358649,440
Working capital lines of credit loans:
Current period gross write offs009400094136230
Non-working capital loans:
Pass151,920157,276173,27458,59132,90928,582602,552164,106766,658
Special Mention3,9012,6142,0241,6373931,89412,4636,49118,954
Substandard02,9861,5981074,1425849,4174069,823
Doubtful0002138604070407
Not Rated1,2971,6571,149395395234,91604,916
Total157,118164,533178,04560,75138,22531,083629,755171,003800,758
Non-working capital loans:
Current period gross write offs03830542179441,1482371,385
Commercial real estate and multi-family residential loans:
Construction and land development loans:
Pass23,26469,73743,2282,56600138,795426,577565,372
Special Mention603000006030603
Total23,86769,73743,2282,56600139,398426,577565,975
Construction and land development loans:
Current period gross write offs000000000
Owner occupied loans:
Pass98,847138,299120,191143,642109,451129,051739,48135,003774,484
Special Mention6,2952,72814,77706192,48826,907026,907
Substandard31831803,1011,45705,19405,194
Total105,460141,345134,968146,743111,527131,539771,58235,003806,585
Owner occupied loans:
Current period gross write offs000008408400840
Nonowner occupied loans:
Pass152,963118,517168,387101,064119,61277,497738,040110,441848,481
Special Mention015,6501085,8680021,6261,89523,521
Total152,963134,167168,495106,932119,61277,497759,666112,336872,002
Nonowner occupied loans:
Current period gross write offs000000000
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY (continued)
(dollars in thousands)20242023202220212020PriorTerm TotalRevolvingTotal
Multi-family loans (continued):
Pass70,49761,67911,70852,99529,1779,794235,850108,486344,336
Special Mention003070003070307
Total70,49761,67912,01552,99529,1779,794236,157108,486344,643
Multi-family loans:
Current period gross write offs000000000
Agri-business and agricultural loans:
Loans secured by farmland:
Pass14,57421,24129,60123,04325,19218,312131,96324,249156,212
Special Mention12220900003310331
Substandard000007171071
Total14,69621,45029,60123,04325,19218,383132,36524,249156,614
Loans secured by farmland:
Current period gross write offs000000000
Loans for agricultural production:
Pass15,94526,70421,61124,37421,4461,450111,530118,090229,620
Special Mention00000001,2751,275
Total15,94526,70421,61124,37421,4461,450111,530119,365230,895
Loans for agricultural production:
Current period gross write offs000000000
Other commercial loans:
Pass6,63917,13729,9853,39711,3105,54474,01219,60993,621
Special Mention000001,8721,87201,872
Total6,63917,13729,9853,39711,3107,41675,88419,60995,493
Other commercial loans:
Current period gross write offs000000000
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans:
Pass11,1048,5119,27411,2786,2524,68551,1044,29955,403
Special Mention12222616566005790579
Substandard0833199006291,12101,121
Not Rated28,70655,64147,35534,17313,54322,396201,8140201,814
Total39,93264,46157,11345,60719,79527,710254,6184,299258,917
Closed end first mortgage loans:
Current period gross write offs000000000
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY (continued)
(dollars in thousands)20242023202220212020PriorTerm TotalRevolvingTotal
Open end and junior lien loans (continued):
Pass5747380438051,75510,09011,845
Special Mention000030903090309
Substandard0104015081200118318
Not Rated21,92916,13418,0534,6606442,89464,314139,351203,665
Total22,50316,97618,0535,1139532,98066,578149,559216,137
Open end and junior lien loans:
Current period gross write offs0079000791594
Residential construction loans:
Not Rated10,0301,1542,0451,3867591,34816,722016,722
Total10,0301,1542,0451,3867591,34816,722016,722
Residential construction loans:
Current gross period write offs000000000
Other consumer loans:
Pass79971234109001,39320,74222,135
Special Mention00475015706320632
Substandard012854761702750275
Not Rated23,50822,25011,8246,6883,7431,78269,79510,93080,725
Total23,58723,34912,5876,8733,9171,78272,09531,672103,767
Other consumer loans:
Current gross period write offs4930323633026647272919
TOTAL$644,836$745,896$750,313$481,427$382,759$311,201$3,316,432$1,801,516$5,117,948
Total current period gross write offs$49$686$409$575$179$910$2,808$660$3,468

As of December 31, 2025 and 2024, $1.2 million in PPP loans were included in the "Pass" category of non-working capital commercial and industrial loans. These loans were included in this risk rating category because they are fully guaranteed by the Small Business Administration ("SBA").

Nonaccrual and Past Due Loans:

For all loan classes, a loan is generally placed on nonaccrual status when principal or interest becomes 90 days past due unless it is well secured and in process of collection, or earlier when concern exists as to the ultimate collectability of principal or interest. Interest accrued but not received is reversed against earnings. Cash interest received on these loans is applied to the principal balance until the principal is recovered or until the loan returns to accrual status. Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and the payments are reasonably assured.

The following tables present the aging of the amortized cost basis in past due loans as of December 31, 2025 and 2024 by class of loans and loans past due 90 days or more and still accruing by class of loan:

(dollars in thousands)Loans Not Past Due30-89 Days Past DueGreater than 89 Days Past Due and AccruingTotal AccruingTotal NonaccrualNonaccrual With No Allowance For Credit LossTotal
Commercial and industrial loans:
Working capital lines of credit loans$706,317$0$0$706,317$5,198$1,434$711,515
Non-working capital loans834,13400834,1347,41286841,546
Commercial real estate and multi-family residential loans:
Construction and land development loans495,40600495,40600495,406
Owner occupied loans804,98600804,9861,897170806,883
Nonowner occupied loans921,08900921,0891,9570923,046
Multi-family loans437,88100437,88100437,881
Agri-business and agricultural loans:
Loans secured by farmland155,03500155,035480155,083
Loans for agricultural production251,88500251,88500251,885
Other commercial loans97,1650097,1650097,165
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans263,3851,6177265,0091,783690266,792
Open end and junior lien loans251,0091860251,1952,186405253,381
Residential construction loans18,7780018,7780018,778
Other consumer loans115,0465260115,5724166115,988
Total$5,352,116$2,329$7$5,354,452$20,897$2,791$5,375,349

An insignificant amount of interest income was recognized on nonaccrual loans during the twelve months ended December 31, 2025.

(dollars in thousands)Loans Not Past Due30-89 Days Past DueGreater than 89 Days Past Due and AccruingTotal AccruingTotal NonaccrualNonaccrual With No Allowance For Credit LossTotal
Commercial and industrial loans:
Working capital lines of credit loans$603,016$1,082$0$604,098$45,342$594$649,440
Non-working capital loans792,5776633793,2437,51537800,758
Commercial real estate and multi-family residential loans:
Construction and land development loans565,97500565,97500565,975
Owner occupied loans804,81000804,8101,775318806,585
Nonowner occupied loans872,00200872,00200872,002
Multi-family loans344,64300344,64300344,643
Agri-business and agricultural loans:
Loans secured by farmland156,54300156,543710156,614
Loans for agricultural production230,89500230,89500230,895
Other commercial loans95,4930095,4930095,493
Consumer 1‑4 family mortgage loans:
Closed end first mortgage loans256,4861,28426257,7961,121665258,917
Open end and junior lien loans215,5053140215,819318318216,137
Residential construction loans16,7220016,7220016,722
Other consumer loans102,5659270103,49227517103,767
Total$5,057,232$4,270$29$5,061,531$56,417$1,949$5,117,948

An insignificant amount of interest income was recognized on nonaccrual loans during the twelve months ended December 31, 2024.

When management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of the collateral. The class of loan represents the primary collateral type associated with the loan. Significant year over year changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value.

The following tables present the amortized cost basis of collateral dependent loans by class of loan as of December 31, 2025 and 2024:

(dollars in thousands)Real EstateGeneralBusiness AssetsOtherTotal
Commercial and industrial loans:
Working capital lines of credit loans$2,388$23,827$673$26,888
Non-working capital loans4643,715494,228
Commercial real estate and multi-family residential loans:
Owner occupied loans4761,72602,202
Nonowner occupied loans1,958001,958
Agri-business and agricultural loans:
Loans secured by farmland049049
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans1,725001,725
Open end and junior lien loans2,186002,186
Other consumer loans00416416
Total$9,197$29,317$1,138$39,652
(dollars in thousands)Real EstateGeneralBusiness AssetsOtherTotal
Commercial and industrial loans:
Working capital lines of credit loans$50$64,023$447$64,520
Non-working capital loans1,8916,585198,495
Commercial real estate and multi-family residential loans:
Owner occupied loans3183,51203,830
Agri-business and agricultural loans:
Loans secured by farmland071071
Consumer 1-4 family mortgage loans:
Closed end first mortgage loans1,121001,121
Open end and junior lien loans31800318
Other consumer loans00272272
Total$3,698$74,191$738$78,627

Modifications Made to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination. The starting point to estimate such credit losses is historical loss information. The Company uses a probability of default/loss given default model to determine the allowance for credit losses recorded at origination. Occasionally, the Company subsequently modifies loans for borrowers experiencing financial distress by providing the following forms of relief: forgiveness of loan principal, extension of repayment terms, reduction of interest rate or an other than insignificant payment delay. In some instances, the Company provides multiple types of concessions for such modifications. Because the effect of most modifications to borrowers experiencing financial difficulty is already included in the allowance for credit losses, no change to the allowance for credit losses is generally recorded for these modifications.

The following tables present the amortized cost basis of loans that were experiencing financial difficulty and received a modification of terms for the years ended December 31, 2025, 2024, and 2023, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivables at the end of the reporting period is also presented below:

(dollars in thousands)Combination Principal Forgiveness and Interest Rate ReductionTotal ModificationsTotal Class of Financing Receivable
Consumer 1-4 family mortgage loans:
Open end and junior lien loans$1,728$1,7280.68%
Total consumer 1-4 family mortgage loans1,7281,7280.32
Total consumer loans1,7281,7280.26
Total loan modifications made to borrowers experiencing financial difficulty$1,728$1,7280.03%

The Company hadno material commitments to lend additional funds to borrowers included in the previous table at December 31, 2025.

During the year ended December 31, 2024, there were an insignificant amount of modifications to borrowers experiencing financial difficulty.

(dollars in thousands)Interest Rate ReductionCombination Interest Rate Reduction, Term Extension and Payment DelayCombination Principal Forgiveness, Interest Rate Reduction, Term Extension and Payment DelayTotal ModificationsTotal Class of Financing Receivable
Commercial and industrial loans:
Working capital lines of credit loans$944$0$0$9440.16%
Non-working capital loans01,9121,5723,4840.43
Total commercial and industrial loans9441,9121,5724,4280.31
Total commercial loans9441,9121,5724,4280.10
Total loan modifications made to borrowers experiencing financial difficulty$944$1,912$1,572$4,4280.09%

The Company had no material commitments to lend additional funds to borrowers included in the previous table at December 31, 2023.

The following tables present the financial effect of the loan modifications presented above for material modifications to borrowers experiencing financial difficulty for the years ended December 31, 2025, 2024, and 2023:

(dollars in thousands)Principal ForgivenessWeighted Average Interest Rate Reduction
Commercial and industrial loans:
Working capital lines of credit loans (1)$28,6077.00%
Total commercial and industrial loans28,6077.00%
Total commercial loans28,6077.00%
Total financial effect of loan modifications made to borrowers experiencing financial difficulty$28,6077.00%

(1) Principal forgiveness of $28.6 million representsone $30.6 million working capital line of credit loan, of which $28.6 million was charged off. The remaining $2.0 million was financed into an open end and junior lien loan with a personal guarantor of the forgiven loan. The modified note is collateralized by several of the guarantor's commercial and residential real estate properties.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. At December 31, 2025, no loans receiving such a modification within the last twelve months were 30 days or greater past due and no loans have experienced a payment default.

(dollars in thousands) · Principal Forgiveness · Weighted Average Interest Rate Reduction · Weighted Average Term Extension · Payment Delay
Commercial and industrial loans:
Working capital lines of credit loans$07.50%NoneNone
Non-working capital loans (1)9,3807.8758 monthsExtension of payment terms from fully amortizing variable rate 40 month term to 60 month fixed rate term with 480 month amortization schedule, monthly interest and semiannual principal payments, and excess cash flow recapture provisionsExtension of payment terms from monthly variable rate interest only payments with balloon payment at end of term to fully amortizing ten year fixed rate principal and interest payment schedule
Total commercial and industrial loans9,3807.8444 months
Total commercial loans9,3807.8444 months
Total modifications$9,3807.84%44 months

(1) Principal forgiveness of $9.4 million representsone $11.0 million non-working capital loan, of which $9.3 million was charged off.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. At December 31, 2023, no loans receiving such a modification within the last twelve months were 30 days or greater past due and no loans have experienced a payment default.

Upon the Company's determination that a modified loan (or portion thereof) has subsequently been deemed uncollectible, the loan (or a portion thereof) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

NOTE 5 –FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Securities: Securities available-for-sale are valued primarily by a third party pricing service. The fair values of securities available-for-sale are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or pricing models which utilize significant observable inputs such as matrix pricing. This is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). These models utilize the market approach with standard inputs that include, but are not limited to benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain municipal securities that are not rated and observable inputs about the specific issuer are not available, fair values are estimated using observable data from other municipal securities presumed to be similar or other market data on other non-rated municipal securities (Level 3 inputs).

The Company’s Finance Department, which is responsible for all accounting and SEC compliance, and the Company’s Treasury Department, which is responsible for investment portfolio management and asset/liability modeling, are the two areas that determine the Company’s valuation policies and procedures. Both of these areas report directly to the Executive Vice President and Chief Financial Officer of the Company. For assets or liabilities that may be considered for Level 3 fair value measurement on a recurring basis, these two departments and the Executive Vice President and Chief Financial Officer determine the appropriate level of the assets or liabilities under consideration. If there are assets or liabilities that are determined to be Level 3 by this group, the Risk Management Committee of the Company and the Audit Committee of the board of directors (the "Board") are made aware of such assets at their next scheduled meeting.

Securities pricing is obtained on securities from a third party pricing service and all security prices are tested annually against prices from another third party provider and reviewed with a market value price tolerance variance that varies by sector: municipal securities +/-5%, government agency/MBS/CMO +/-3% and U.S. treasuries +/-1%. If any securities fall outside the tolerance threshold and have a variance of $100,000 or more, a determination of materiality is made for the amount over the threshold. Any security that would have a material threshold difference would be further investigated to determine why the variance exists and if any action is needed concerning the security pricing for that individual security. Changes in market value are reviewed monthly in aggregate by security type and any material differences are reviewed to determine why they exist. At least annually, the pricing methodology of the pricing service is received and reviewed to support the fair value levels used by the Company. A detailed pricing evaluation is requested and reviewed on any security determined to be fair valued using unobservable inputs by the pricing service.

Mortgage banking derivative: The fair values of mortgage banking derivatives are based on observable market data as of the measurement date (Level 2).

Interest rate swap derivatives: Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. The fair value of interest rate swap derivatives is determined by pricing or valuation models using observable market data as of the measurement date (Level 2).

Collateral dependent loans: Collateral dependent loans with specific allocations of the allowance for credit losses generally based on the fair value of the underlying collateral when repayment is expected solely from the collateral. Fair value is determined using several methods. Generally, the fair value of real estate is based on appraisals by qualified third party appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and result in a Level 3 classification of the inputs for determining fair value. In addition, the Company’s management routinely applies internal discount factors to the value of appraisals used in the fair value evaluation of collateral dependent loans. The deductions to the appraisals take into account changing business factors and market conditions, as well as value impairment in cases where the appraisal date predates a likely change in market conditions. Commercial real estate is generally discounted from its appraised value by 30-50% with the higher discounts applied to real estate that is determined to have a thin trading market or to be specialized collateral. In addition to real estate, the Company’s management evaluates other types of collateral as follows: (a) raw materials inventory is typically discounted from its cost or book value by 40%-60%, depending on the marketability of the goods (b) finished goods are generally discounted by 40%-60%, depending on the ease of marketability, cost of transportation or scope of use of the finished good (c) work in process inventory is typically discounted by 60%-100%, depending on the length of manufacturing time, types of components used in the completion process, and the breadth of the user base (d) equipment is valued at a percentage of depreciated book value or recent appraised value, if available, and is generally discounted at 20%-50% after various considerations including age and condition of the equipment, marketability, breadth of use, and whether the equipment includes unique components or add-ons; and (e) marketable securities are generally discounted by 10%-30%, depending on the type of investment, age of valuation report and general market conditions. This methodology is based on a market approach and typically results in a Level 3 classification of the inputs for determining fair value.

Mortgage servicing rights: As of December 31, 2025, the fair value of the Company’s Level 3 servicing assets for residential mortgage loans ("MSRs") was $1.6 million, carried at amortized cost and no valuation reserve. These residential mortgage loans have a weighted average interest rate of 4.0%, a weighted average maturity of 20 years and are secured by homes generally within the Company’s market area of Northern Indiana and Indianapolis. A valuation model is used to estimate fair value by stratifying the portfolios on the basis of certain risk characteristics, including loan type and interest rate. Impairment is estimated based on an income approach. The inputs used include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, late fees, and float income. The most significant assumption used to value MSRs is prepayment rate. Prepayment rates are estimated based on published industry consensus prepayment rates. The most significant unobservable assumption is the discount rate. At December 31, 2025, the constant prepayment speed ("PSA") used was 168 and discount rate used was 9.5%. At December 31, 2024, the PSA used was 157 and the discount rate used was 10.0%.

Other real estate owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value less costs to sell. Fair values are generally based on third party appraisals of the property and are reviewed by the Company’s internal appraisal officer. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable properties used to determine value. Such adjustments are usually significant and result in a Level 3 classification. In addition, the Company’s management may apply discount factors to the appraisals to take into account changing business factors and market conditions, as well as value impairment in cases where the appraisal date predates a likely change in market conditions. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Real estate mortgage loans held-for-sale: Real estate mortgage loans held-for-sale are carried at the lower of cost or fair value, as determined by outstanding commitments, from third party investors, and result in a Level 2 classification.

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024:

2025
Fair Value Measurements Using · Assets
(dollars in thousands)Level 1Level 2Level 3at Fair Value
Assets:
U.S. Treasury securities$10,119$0$0$10,119
U.S. government sponsored agency securities0115,6900115,690
Mortgage-backed securities: residential0454,1630454,163
State and municipal securities0467,5894,501472,090
Total available-for-sale securities10,1191,037,4424,5011,052,062
Mortgage banking derivative01150115
Interest rate swap derivative014,634014,634
Total assets$10,119$1,052,191$4,501$1,066,811
Liabilities:
Mortgage banking derivative$0$8$0$8
Interest rate swap derivative014,634014,634
Total liabilities$0$14,642$0$14,642
2024
Fair Value Measurements Using · Assets
(dollars in thousands)Level 1Level 2Level 3at Fair Value
Assets:
U.S. government sponsored agency securities$0$109,435$0$109,435
Mortgage-backed securities: residential0422,4090422,409
State and municipal securities0454,9224,660459,582
Total available-for-sale securities0986,7664,660991,426
Mortgage banking derivative094094
Interest rate swap derivative025,403025,403
Total assets$0$1,012,263$4,660$1,016,923
Liabilities:
Interest rate swap derivative$0$25,403$0$25,403
Total liabilities$0$25,403$0$25,403

The fair value of Level 3 available-for-sale securities was immaterial to warrant additional recurring fair value disclosures as of December 31, 2025 and 2024.

The tables below present the amount of assets measured at fair value on a nonrecurring basis as of December 31, 2025 and 2024:

2025
Fair Value Measurements Using · Assets
(dollars in thousands)Level 1Level 2Level 3at Fair Value
Assets
Collateral dependent loans:
Commercial and industrial loans:
Working capital lines of credit loans$0$0$1,719$1,719
Non-working capital loans001,6721,672
Commercial real estate and multi-family residential loans:
Owner occupied loans00811811
Nonowner occupied loans001,5431,543
Agri-business and agricultural loans:
Loans secured by farmland001818
Consumer 1‑4 family mortgage loans:
Open end and junior lien loans001,5231,523
Total collateral dependent loans007,2867,286
Total assets$0$0$7,286$7,286
2024
Fair Value Measurements Using · Assets
(dollars in thousands)Level 1Level 2Level 3at Fair Value
Assets
Collateral dependent loans:
Commercial and industrial loans:
Working capital lines of credit loans$0$0$23,174$23,174
Non-working capital loans003,2813,281
Commercial real estate and multi-family residential loans:
Owner occupied loans00664664
Agri-business and agricultural loans:
Loans secured by farmland003232
Total collateral dependent loans0027,15127,151
Total assets$0$0$27,151$27,151

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at December 31, 2025:

(dollars in thousands)Fair ValueValuation MethodologyUnobservable InputsAverageRange of Inputs
Collateral dependent loans:
Commercial and industrial$3,391Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability52%6%-99%
Collateral dependent loans:
Commercial real estate andmulti-family residential2,354Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability28%7%-62%
Collateral dependent loans:
Loans secured by farmland18Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability62%
Collateral dependent loans:
Consumer 1-4 family mortgage1,523Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability12%

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at December 31, 2024:

(dollars in thousands)Fair ValueValuation MethodologyUnobservable InputsAverageRange of Inputs
Collateral dependent loans:
Commercial and industrial$26,455Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability51%4%-99%
Collateral dependent loans:
Commercial real estate and multi-family residential664Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability54%
Collateral dependent loans:
Loans secured by farmland32Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability54%

The following tables contain the estimated fair values and the related carrying values of the Company’s financial instruments at December 31, 2025 and 2024. Items which are not financial instruments are not included.

2025
Carrying · Estimated Fair Value
(dollars in thousands)ValueLevel 1Level 2Level 3Total
Financial Assets:
Cash and cash equivalents$141,318$141,318$0$0$141,318
Securities available-for-sale1,052,06210,1191,037,4424,5011,052,062
Securities held-to-maturity133,2080117,5100117,510
Real estate mortgages held-for-sale2,70702,75302,753
Loans, net5,306,354005,257,5525,257,552
Mortgage banking derivative11501150115
Interest rate swap derivative14,634014,634014,634
Federal Reserve and Federal Home Loan Bank Stock21,420N/AN/AN/AN/A
Accrued interest receivable28,99708,30620,69128,997
Financial Liabilities:
Certificates of deposit$750,726$0$748,798$0$748,798
All other deposits5,222,6245,222,624005,222,624
Federal Home Loan Bank advances:
Short-term advance170,000169,99800169,998
Long-term advance1,20007920792
Other borrowings13,000012,997012,997
Mortgage banking derivative80808
Interest rate swap derivative14,634014,634014,634
Standby letters of credit29600296296
Accrued interest payable8,8684108,45808,868
2024
Carrying · Estimated Fair Value
(dollars in thousands)ValueLevel 1Level 2Level 3Total
Financial Assets:
Cash and cash equivalents$168,205$168,205$0$0$168,205
Securities available-for-sale991,4260986,7664,660991,426
Securities held-to-maturity131,5680113,1070113,107
Real estate mortgages held-for-sale1,70001,73301,733
Loans, net5,031,988004,916,2314,916,231
Mortgage banking derivative94094094
Interest rate swap derivative25,403025,403025,403
Federal Reserve and Federal Home Loan Bank Stock21,420N/AN/AN/AN/A
Accrued interest receivable28,44608,17820,26828,446
Financial Liabilities:
Certificates of deposit$855,876$0$851,933$0$851,933
All other deposits5,045,0905,045,090005,045,090
Interest rate swap derivative25,403025,403025,403
Standby letters of credit29400294294
Accrued interest payable15,11742514,692015,117

NOTE 6 –LAND, PREMISES AND EQUIPMENT, NET

Land, premises and equipment and related accumulated depreciation were as follows at December 31, 2025 and 2024:

(dollars in thousands)20252024
Land$12,572$12,572
Premises and improvements75,26568,481
Equipment and furniture35,60032,753
Total cost123,437113,806
Less accumulated depreciation57,89553,317
Land, premises and equipment, net$65,542$60,489

The Company had no land, premises and equipment held for sale and included in other assets as of December 31, 2025 and 2024.

NOTE 7 –GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

There have been no changes in the $5.0 million carrying amount of goodwill since 2002.

Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. At December 31, 2025, the Company’s reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. The Company’s annual impairment analysis was performed as of May 31, 2025. Circumstances did not substantially change during the second half of the year such that the Company believed it was necessary to perform an additional impairment analysis.

NOTE 8 –DEPOSITS

The following table details total deposits as of December 31, 2025 and 2024:

(dollars in thousands)20252024
Non-interest bearing demand deposits$1,221,327$1,297,456
Savings and transaction accounts:
Savings deposits285,834276,179
Interest bearing demand deposits3,715,4633,471,455
Time deposits:
Other time deposits201,345213,099
Deposits of $100,000 to $250,000199,030201,412
Deposits of $250,000 or more350,351441,365
Total deposits$5,973,350$5,900,966

At December 31, 2025, the scheduled maturities of time deposits were as follows:

(dollars in thousands)Amount
Maturing in 2026$673,129
Maturing in 202765,985
Maturing in 20286,427
Maturing in 20293,771
Maturing in 20301,360
Thereafter54
Total time deposits$750,726

NOTE 9 –BORROWINGS

The following table details outstanding fixed rate bullet advances with the Federal Home Loan Bank of Indianapolis ("FHLBI") for the years ended December 31, 2025 and 2024:

(dollars in thousands)20252024
Short-term fixed rate bullet advance, 3.79%, due January 8, 2026$170,000$0
Long-term fixed rate bullet advance, 0.00%, due March 12, 20351,2000
Total$171,200$0

For the year ended December 31, 2025, the Company had advances outstanding from the FHLBI of $171.2 million. The short-term fixed rate bullet advance advance could not be prepaid by the Company without a penalty. The note required payment at maturity and was secured by residential real estate loans and securities with a carrying value of $925.6 million at December 31, 2025. The long-term fixed rate bullet advance is a rate-subsidized Community Development Financial Institution ("CDFI") Rate Buydown Advance offered by the FHLBI to fund a low cost loan to a qualifying CDFI. There wereno borrowings outstanding with the FHLBI at December 31, 2024.

At December 31, 2025 and 2024, the Company owned $18.0 million of FHLB stock, which also secures debts owed to the FHLBI. The Company is authorized by the Board to borrow up to $800.0 million at the FHLBI, but availability is limited to $473.6 million based on collateral and outstanding borrowings. Federal Reserve Discount Window borrowings were secured by commercial loans and investment securities with a carrying value of $1.47 billion and $1.71 billion as of December 31, 2025 and 2024, respectively. The Company had a borrowing capacity of $1.19 billion and $1.36 billion at the Federal Reserve Bank as of December 31, 2025 and 2024, respectively. There wereno borrowings outstanding at the Federal Reserve Bank at December 31, 2025 and 2024.

The Company had $395.0 million of availability in federal funds lines with thirteen correspondent banks as of both December 31, 2025 and 2024; no amounts were drawn upon as of either year-end. The Bank is also a member of the American Financial Exchange (AFX) where overnight fed funds purchased can be obtained from other banks on the Exchange that have approved the Bank for an unsecured, overnight line. These funds are only available if the approving banks have an ‘offer’ out to sell that day. The total amount approved for the Bank via AFX banks was $312.0 million and $304.0 million at December 31, 2025 and 2024, respectively. There wereno amounts drawn as of December 31, 2025 and 2024.

On October 11, 2023, the Company entered into an unsecured revolving credit agreement with another financial institution allowing the Company to borrow up to $30.0 million. The credit agreement has aone year term which may be amended, extended, modified or renewed. The credit agreement was subsequently amended and renewed in 2024 and most recently on October 10, 2025. Funds provided under the agreement may be used to repurchase shares of the Company's common stock under the share repurchase program, which was reauthorized by the Company's board of directors on April 8, 2025 and expires on April 30, 2027, and for general operations. The credit agreement includes a negative pledge agreement whereby the Company agrees not to pledge or otherwise encumber the stock of the Bank. The credit agreement had an outstanding balance of $13.0 million andzero at December 31, 2025 and 2024, respectively. The outstanding balance of the credit agreement at December 31, 2025 was repaid by the Company on January 14, 2026.

NOTE 10 –PENSION AND OTHER POSTRETIREMENT PLANS

In April 2000, the Lakeland Financial Corporation Pension Plan was frozen. The Company also maintains a Supplemental Executive Retirement Plan ("SERP") for select officers that was established as a funded, non-qualified deferred compensation plan. Currently, four retired officers are the only participants in the SERP. The measurement date for both the pension plan and SERP is December 31, 2025 and 2024.

Information as to the Company’s employee benefit plans at December 31, 2025 and 2024 is as follows:

Pension BenefitsSERP Benefits
(dollars in thousands)2025202420252024
Change in benefit obligation:
Beginning benefit obligation$1,236$1,497$620$693
Interest cost65663130
Actuarial (gain) loss74(213)2230
Benefits paid(109)(114)(133)(133)
Ending benefit obligation1,2661,236540620
Change in plan assets (primarily equity and fixed income investments and money market funds), at fair value:
Beginning plan assets1,7671,835470546
Actual return2232214857
Employer contribution0000
Benefits paid(148)(289)(133)(133)
Ending plan assets1,8421,767385470
Funded status at end of year$576$531$(155)$(150)

Amounts recognized in the consolidated balance sheets consist of:

Pension BenefitsSERP Benefits
(dollars in thousands)2025202420252024
Funded status included in other assets$576$531$0$0
Funded status included in other liabilities00155150

Amounts recognized in accumulated other comprehensive income (loss) consist of:

Pension BenefitsSERP Benefits
(dollars in thousands)2025202420252024
Net actuarial loss$464$469$240$288

The accumulated benefit obligation for the pension plan was $1.3 million and $1.2 million for December 31, 2025 and 2024, respectively. The accumulated benefit obligation for the SERP was $540,000 and $620,000 for December 31, 2025 and 2024, respectively.

Net period benefit cost and other amounts recognized in other comprehensive income (loss) include the following:

Pension BenefitsSERP Benefits
(dollars in thousands)202520242023202520242023
Net pension expense:
Service cost$0$0$0$0$0$0
Interest cost656675313033
Expected return on plan assets(109)(116)(123)(26)(33)(38)
Recognized net actuarial (gain) loss41618484542
Settlement cost02527000
Net pension expense$(40)$(9)$(3)$53$42$37
Net (gain) loss$0$(168)$(43)$0$8$56
Amortization of net loss(5)(17)(17)(48)(45)(42)
Total recognized in other comprehensive income (loss)(5)(185)(60)(48)(37)14
Total recognized in net pension expense and other comprehensive income (loss)$(45)$(194)$(63)$5$5$51

The estimated net loss (gain) for the defined benefit pension plan and SERP that will be amortized (accreted) from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year is ($45,000) for the pension plan and $50,000 for the SERP. The settlement costs in 2025, 2024 and 2023 were related to participants taking lump sum distributions from the pension plan during those years.

For 2025, 2024 and 2023, the assumed form of payment elected by active participants upon retirement was a lump sum to reflect participant trends. The lump sum assumed interest rates, on the next page, for 2025, 2024 and 2023 reflect the mortality table in effect for 2025, 2024 and 2023, respectively. For 2025, 2024 and 2023, the mortality assumption was the PRI-2012 White Collar Mortality Table, with full generational Projection Scale MP-2021 at year-end.

The following assumptions were used in calculating the net benefit obligation:

Pension BenefitsSERP Benefits
202520242023202520242023
Weighted average discount rate5.09%5.46%4.83%5.09%5.46%4.83%
Rate of increase in future compensationN/AN/AN/AN/AN/AN/A
Lump sum assumed interest rates First 5 years4.01%4.42%5.77%N/AN/AN/A
Next 15 years5.04%5.04%6.14%N/AN/AN/A
All future years5.83%5.46%6.19%N/AN/AN/A
The following assumptions were used in calculating the net pension expense:
Weighted average discount rate5.46%4.83%5.03%5.46%4.83%5.03%
Rate of increase in future compensationN/AN/AN/AN/AN/AN/A
Expected long-term rate of return6.50%6.50%6.50%6.50%6.50%6.50%

Pension Plan and SERP Assets

The Company’s investment strategies are to invest in a prudent manner for the purpose of providing benefits to participants in the pension plan and the SERP. The investment strategies are targeted to maximize the total return of the portfolio net of inflation, spending and expenses. Risk is controlled through diversification of asset types and investments in domestic and international equities and fixed income securities. The target allocations for plan assets are shown in the tables on the next page. Equity securities primarily include investments in common stocks. Debt securities include government agency and commercial bonds. Other investments consist of money market mutual funds.

The weighted average expected long-term rate of return on pension plan and SERP assets is developed in consultation with the plans actuary. It is primarily based upon industry trends and consensus rates of return which are then adjusted to reflect the specific asset allocations and historical rates of return of the Company’s plan assets. The following assumptions were used in determining the total long-term rate of return: equity securities were assumed to have a long-term rate of return of approximately 8.85% and debt securities were assumed to have a long-term rate of return of approximately 3.00%. These rates of return were adjusted to reflect an approximate target allocation of 60% equity securities and 40% debt securities with a small downward adjustment due to investments in the "Other" category, which consist of low yielding money market mutual funds.

Certain asset types and investment strategies are prohibited including, the investment in commodities, options, futures, short sales, margin transactions and non-marketable securities.

The Company’s pension plan asset allocation at year end 2025 and 2024, target allocation for 2026, and expected long-term rate of return by asset category are as follows:

Target Allocation · Percentage of Plan Assets at Year End · Weighted Average Expected Long-Term Rate of Return
Asset Category · 2026 · 2025 · 2024
Equity securities35-65%40%59%8.85%
Debt securities35-65%57%38%3.00%
Other0-10%3%3%0.10%
Total100%100%6.50%

The Company’s SERP plan asset allocation at year end 2025 and 2024, target allocation for 2026, and expected long-term rate of return by asset category are as follows:

Target Allocation · Percentage of Plan Assets at Year End · Weighted Average Expected Long-Term Rate of Return
Asset Category · 2026 · 2025 · 2024
Equity securities35-65%40%60%8.85%
Debt securities35-65%57%36%3.00%
Other0-10%3%4%0.10%
Total100%100%6.50%

Fair Value of Pension Plan and SERP Assets

Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date. Also, a fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Equity and debt securities: The fair values of securities are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or pricing models, which utilize significant observable inputs such as matrix pricing. This is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The fair values of the Company’s pension plan assets at December 31, 2025, by asset category are as follows:

Asset CategoryTotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Equity securities - US large cap common stocks$487$487$0$0
Equity securities - US mid cap stock mutual funds888800
Equity securities - US small cap stock mutual funds181800
Equity securities - international stock mutual funds10710700
Equity securities - emerging markets stock mutual funds383800
Debt securities - intermediate term bond mutual funds68168100
Debt securities - short term bond mutual funds26426400
Debt securities - high yield bond mutual funds545400
Debt securities - preferred stock mutual funds535300
Cash - money market account525200
Total$1,842$1,842$0$0

The fair values of the Company’s pension plan assets at December 31, 2024, by asset category are as follows:

Asset CategoryTotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Observable Inputs (Level 2 )Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Equity securities - US large cap common stocks$698$698$0$0
Equity securities - US mid cap stock mutual funds969600
Equity securities - US small cap stock mutual funds505000
Equity securities - international stock mutual funds15315300
Equity securities - emerging markets stock mutual funds535300
Debt securities - intermediate term bond mutual funds46646600
Debt securities - short term bond mutual funds17217200
Debt securities - preferred stock mutual funds343400
Cash - money market account454500
Total$1,767$1,767$0$0

There were no Level 2 or 3 securities during either year.

The fair values of the Company’s SERP assets at December 31, 2025, by asset category are as follows:

Asset CategoryTotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Equity securities - US large cap stock mutual funds$45$45$0$0
Equity securities - US mid cap stock mutual funds151500
Equity securities - US small cap stock mutual funds7700
Equity securities - US large cap exchange traded funds565600
Equity securities - emerging markets stock mutual funds8800
Equity securities - international stock mutual funds343400
Debt securities - intermediate term bond mutual funds14414400
Debt securities - short term bond mutual funds555500
Debt securities - preferred stock mutual funds111100
Cash - money market account101000
Total$385$385$0$0

The fair values of the Company’s SERP assets at December 31, 2024, by asset category are as follows:

Asset CategoryTotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Equity securities - US large cap stock mutual funds$82$82$0$0
Equity securities - US mid cap stock mutual funds282800
Equity securities - US small cap stock mutual funds151500
Equity securities - US large cap exchange traded funds10510500
Equity securities - emerging markets stock mutual funds141400
Equity securities - international stock mutual funds393900
Debt securities - intermediate term bond mutual funds12412400
Debt securities - short term bond mutual funds363600
Debt securities - preferred stock mutual funds101000
Cash - money market account171700
Total$470$470$0$0

There were no Level 2 or 3 securities during either year.

Contributions

The Company did not contribute to its pension or SERP plans in 2025.

Estimated Future Benefit Payments

The following benefit payments are expected to be paid over the next ten years:

Plan YearPension BenefitsSERP Benefits
(dollars in thousands)
2026$187$121
2027131110
202812797
202910981
203010467
2031-2035416170

NOTE 11 –OTHER BENEFIT PLANS

401(k) Plan

The Company maintains a 401(k) profit sharing plan for all employees meeting certain age and service requirements. The 401(k) plan allows employee contributions up to the maximum amount allowable under the Internal Revenue Code, which are matched based upon the percentage of budgeted net income earned during the year on the first 6% of the compensation contributed. The expense recognized from matching was $2.9 million, $2.5 million and $2.0 million in 2025, 2024 and 2023, respectively.

Deferred Compensation Plan

Effective January 1, 2004, the Company adopted the Lake City Bank Deferred Compensation Plan. The purpose of the deferred compensation plan is to extend full 401(k) type retirement benefits to certain individuals without regard to statutory limitations under tax qualified plans. A liability is accrued by the Company for its obligation under this plan. The expense recognized was $673,000, $1.4 million and $425,000 during the years ended 2025, 2024 and 2023, respectively. This resulted in a deferred compensation liability of $6.4 million and $5.6 million as of year end 2025 and 2024, respectively. The deferred compensation plan is funded solely by participant contributions and does not receive a Company match.

Employee Agreements

Under employment agreements with certain executives, certain events leading to separation from the Company could result in cash payments totaling $6.3 million as of December 31, 2025. On December 31, 2025, no amounts were accrued on these contingent obligations.

Directors’ Deferred Compensation and Cash Plans

The Company maintains a directors’ deferred compensation plan and a cash plan. The amount owed to directors for fees under the deferred directors’ compensation and cash plans as of December 31, 2025 and 2024 was $6.2 million and $5.7 million, respectively. The related expense for the deferred directors’ compensation and cash plans for the years ended December 31, 2025, 2024 and 2023 was $422,000, $387,000 and $432,000, respectively.

NOTE 12 –INCOME TAXES

Pretax income is entirely related to domestic activities. The Company did not have any foreign operations or foreign tax expense for the periods presented below. Income tax expense for the years ended December 31, 2025, 2024 and 2023 consisted of the following:

(dollars in thousands)202520242023
Current federal$18,583$21,949$16,171
Deferred federal3,650(2,829)1,302
Current state(285)63(131)
Deferred state274(972)(776)
Total income tax expense$22,222$18,211$16,566

For the year ended December 31, 2025, the Company adopted ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" on a prospective basis. The differences between financial statement tax expense and amounts computed by applying the statutory federal income tax rate of 21% to income before income taxes were as follows:

(dollars in thousands)2025
Federal statutory rate$26,37221.0%
Effect of:
State and local income taxes, net of federal benefits(9)0.0
Tax credits, net of amortization and losses(164)(0.1)
Nontaxable or nondeductible items:
Tax exempt income(3,501)(2.8)
Bank owned life insurance(921)(0.7)
Long-term incentive plan and deferred compensation100.0
Nondeductible compensation expense1900.1
Other nondeductible expenses2880.2
Other(43)0.0
Total income tax expense$22,22217.7%

For 2024 and 2023 the differences between financial statement tax expense and amounts computed by applying the statutory federal income tax rate of 21% to income before income taxes were as follows:

(dollars in thousands)20242023
Income taxes at statutory federal rate of 21%$23,455$23,170
Increase (decrease) in taxes resulting from:
Tax exempt income(3,712)(4,226)
Nondeductible expenses280269
State income tax, net of federal tax effect(718)(716)
Captive insurance premium income0(261)
Tax credits, net of amortization and losses(150)(713)
Bank owned life insurance(903)(658)
Long-term incentive plan and deferred compensation(270)(715)
Nondeductible compensation expense405784
Other(176)(368)
Total income tax expense$18,211$16,566

During the year ended December 31, 2025, the Company paid federal income taxes of $16.4 million and received a refund from the State of Indiana for $30,000.

NOTE 12 – INCOME TAXES (continued)

The net deferred tax asset recorded in the consolidated balance sheets at December 31, 2025 and December 31, 2024 consisted of the following:

(dollars in thousands)20252024
Deferred tax assets:
Bad debts$17,574$21,909
Pension and deferred compensation liability2,4302,166
Nonaccrual loan interest1,403955
Long-term incentive plan2,6851,755
Lease liability2,3701,727
Deferred loan fees540574
Accrued legal reserve00
Net operating loss carryforward1,9001,343
Other733724
29,63531,153
Deferred tax liabilities:
Depreciation5,3333,324
Loan servicing rights433502
State taxes1,0961,153
Intangible assets1,2661,267
REIT spillover dividend1,7502,040
Prepaid expenses1,155900
Lease right of use2,3701,727
Other247331
13,65011,244
Valuation allowance00
Net deferred tax asset$15,985$19,909

At December 31, 2025, the Company has Indiana net operating loss carryforwards of approximately $38.8 million that will expire in 2039 if not used. Management has concluded that the state net operating losses will be fully utilized and therefore no valuation allowance is necessary on the state net operating loss.

In addition to the net deferred tax assets included above, the deferred income tax asset (liability) allocated to the unrealized net gain (loss) on securities available-for-sale included in equity was $33.7 million and $44.1 million for 2025 and 2024, respectively. The deferred income tax asset allocated to the pension plan and SERP included in equity was $175,000 and $188,000 for 2025 and 2024, respectively.

The Company evaluated its deferred tax asset at year end 2025 and has concluded that it is more likely than not that it will be realized. The Company expects to have taxable income in the future such that the deferred tax asset will be realized. Therefore, no valuation allowance is required.

Unrecognized Tax Benefits

The Company didnot have any unrecognized tax benefits at December 31, 2025 or 2024.

No interest or penalties were recorded in the income statement and no amount was accrued for interest and penalties for the periods ending December 31, 2025, 2024 and 2023. Should the accrual of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such accruals in its income taxes accounts.

The Company and its subsidiaries file a consolidated U.S. federal tax return and a combined unitary return in the State of Indiana. These returns are subject to examinations by authorities for all years after 2021.

NOTE 13 –RELATED PARTY TRANSACTIONS

Loans to principal officers, directors, and their affiliates as of December 31, 2025 and 2024 were as follows:

(dollars in thousands)20252024
Beginning balance$131,734$132,481
New loans and advances56,63556,946
Effect of changes in related parties00
Repayments and renewals(83,090)(57,693)
Ending balance$105,279$131,734

Deposits from principal officers, directors, and their affiliates at year end December 31, 2025 and 2024 were $33.1 million and $24.7 million, respectively.

The Company and Bank are an investor in certain funds managed by Centerfield Capital ("Centerfield"), a private equity investment firm. Faraz Abbasi, a director of the Company, is a Managing Partner and an owner of Centerfield. As of December 31, 2025 and 2024, the Company had an aggregate investment balance of approximately $4.4 million and $2.7 million, respectively, in such funds, which are included in other assets on the consolidated balance sheet, and had remaining commitments to invest up to approximately $6.0 million and $2.1 million, respectively. Under the terms of the applicable funds, Centerfield is entitled to customary management fees with respect to the amounts under management and investment gains, and it is estimated that Mr. Abbasi’s interest in such fees was approximately $75,000 annually for the years ended December 31, 2025 and 2024.

NOTE 14 –STOCK BASED COMPENSATION

Effective April 8, 2008, the Company adopted the Lakeland Financial Corporation 2008 Equity Incentive Plan (the "2008 Plan"), which was approved by the Company’s stockholders. At its inception there were 1,125,000 shares of common stock reserved for grants of stock options, stock appreciation rights, stock awards and cash incentive awards to employees of the Company, its subsidiaries and Board. Effective April 9, 2013, the Company adopted the Lakeland Financial Corporation 2013 Equity Incentive Plan (the "2013 Plan"), which was also approved by the Company’s stockholders. At its inception the remaining shares of common stock available to grant under the 2008 Plan of 435,867 were transferred to the 2013 Plan and reserved for grants of stock options, stock appreciation rights, stock awards and cash incentive awards to employees of the Company, its subsidiaries and Board. Non-vested shares from the 2008 Plan that were unused at vesting were added to the shares available to grant of the 2013 Plan. Effective April 12, 2017, the Company adopted the Lakeland Financial Corporation 2017 Equity Incentive Plan (the "2017 Plan"), which was also approved by the Company’s stockholders and does not permit share recycling. At its inception there were 1,000,000 shares of common stock reserved for grants of stock options, stock appreciation rights, stock awards and cash incentive awards to employees of the Company, its subsidiaries and Board. As of December 31, 2025,22,548 shares were available for future grants in the 2017 Plan, which is the only active plan. Effective April 9, 2025, the Company adopted the Lakeland Financial Corporation 2025 Equity Incentive Plan (the "2025 Plan"), which was approved by the Company's stockholders and does not permit recycling. At its inception, there were 1,100,000 shares of common stock reserved for grants of stock options, stock appreciation rights, stock awards and cash incentive awards to employees of the Company, its subsidiaries and Board. There were no shares granted from the 2025 Plan during the year ended December 31, 2025. Certain stock awards provide for accelerated vesting if there is a change in control. The Company has a policy of issuing new shares to satisfy exercises of stock awards.

Included in net income for the years ended December 31, 2025, 2024 and 2023 was employee stock compensation expense of $8.6 million, $4.6 million and $3.7 million, and a related tax benefit of $1.9 million, $1.1 million and $908,000, respectively.

Stock Options

The equity incentive plan requires that the exercise price for options be the market price on the date the options are granted. The maximum option term isten years and the awards usually vest over three years. The fair value of each stock option is estimated with the Black-Scholes pricing model, using the following weighted-average assumptions as of the grant date for stock options granted during the years presented. Expected volatility is based on historical volatility of the Company’s stock over the immediately preceding expected life period, as well as other factors known on the grant date that would have a significant effect on the stock price during the expected life period. The expected stock option life used is the historical option

NOTE 14 – STOCK BASED COMPENSATION (continued)

life of the similar employee base or Board. The turnover rate is based on historical data of the similar employee base as a group and the Board as a group. The risk-free interest rate is the Treasury rate on the date of grant corresponding to the expected life period of the stock option.

There wereno stock option grants or modifications in 2025, 2024 or 2023. As of December 31, 2025, there wasno unrecognized compensation cost related to non-vested stock options granted under the plan.

There wereno options outstanding, issued or exercised during the years ended December 31, 2025, 2024 or 2023.

Restricted Stock Awards and Units

The fair value of restricted stock awards and units is the closing price of the Company’s common stock on the date of grant, adjusted for the present value of expected dividends. The restricted stock awards fully vest afterone year or more of service, determined at the grant date, with the exception of 13,000 shares granted to non-employee directors of the Board included as vested, below, which vested on the grant date.

A summary of the changes in the Company’s non-vested shares for the year follows:

Nonvested SharesSharesWeighted-Average Grant-Date Fair Value
Nonvested at January 1, 202570,255$66.01
Granted66,85962.74
Vested(56,158)69.70
Forfeited(591)61.35
Nonvested at December 31, 202580,365$60.77

As of December 31, 2025, there was $2.8 million unrecognized compensation cost related to non-vested shares granted under the plan. The cost is expected to be recognized over a weighted period of 1.8 years. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $2.1 million, $1.1 million and $862,000, respectively.

Performance Stock Units

The fair value of stock awards is the closing price of the Company’s common stock on the date of grant, adjusted for the present value of expected dividends. The expected dividend rate is assumed to be the most recent dividend rate declared by the Board on the grant date. The grant date fair value of stock awards is assumed at the target payout rate. The stock awards fully vest on the third anniversary of the grant date. The 2025-2027, 2024-2026 and 2023-2025 Long-Term Incentive Plans must be paid in stock and have performance conditions which include revenue growth, diluted earnings per share growth and average return on beginning equity. Shares granted below include the number of shares assumed granted based on actual performance criteria of the 2025-2027, 2024-2026 and 2023-2025 Long-Term Incentive Plans at December 31, 2025.

Nonvested SharesSharesWeighted-Average Grant-Date Fair Value
Nonvested at January 1, 202595,104$66.76
Granted, net154,69261.48
Vested(35,539)76.26
Forfeited(1,073)61.09
Nonvested at December 31, 2025213,184$61.37

As of December 31, 2025, there was $6.2 millionof total unrecognized compensation cost related to non-vested shares granted under the plan. The cost is expected to be recognized over a weighted period of 1.8 years. The total fair value of shares vested during the year ended December 31, 2025, 2024 and 2023 was $2.4 million, $6.7 million and $7.8 million, respectively. During the years ended December 31, 2025, 2024 and 2023,35,539,100,236 and 107,789 shares vested, respectively.

NOTE 15 –CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS

The Company and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet certain heightened minimum capital requirements can initiate certain mandatory, and possibly discretionary actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

The capital adequacy requirements were heightened by the Basel III Rule, previously defined, which went into effect on January 1, 2015 with a phase-in period for certain aspects of the rule through 2019. Under the Basel III rule, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.00% for 2015 to 2.50% by 2019. The capital conservation buffer for 2025 and 2024 was 2.50%. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. The quantitative measures established by regulation to ensure capital adequacy that were in effect on December 31, 2025 and 2024, require the Company and the Bank to maintain minimum capital amounts and ratios (set forth in the following table) of Total, Tier I and Common Equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the regulation), and of Tier I capital (as defined in the regulation) to average assets (as defined). Management believes, as of the years ended December 31, 2025 and 2024, that the Company and the Bank met all capital adequacy requirements to which they are subject.

NOTE 15 – CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS (continued)

As of December 31, 2025, the most recent notification from the federal regulators categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum Total risk-based capital ratios, Tier I risk-based capital ratios and Tier I leverage capital ratios as set forth in the table. There have been no conditions or events since that notification that management believes have changed the Company and the Bank’s category.

ActualMinimum Required For Capital Adequacy PurposesFor Capital Adequacy Purposes Plus Capital Conservation BufferMinimum "Required" to Be "Well" Capitalized Under "Prompt" Corrective Action Regulations
(dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio
Total Capital (to Risk Weighted Assets)
Consolidated$953,65315.92%$479,1888.00%$628,934N/AN/AN/A
Bank960,39316.05478,7358.00628,33910.50%$598,41910.00%
Tier I Capital (to Risk Weighted Assets)
Consolidated884,56914.77359,3916.00509,137N/AN/AN/A
Bank891,31014.89359,0516.00508,6568.50478,7358.00
Common Equity Tier 1 (CET1)
Consolidated884,56914.77269,5434.50419,289N/AN/AN/A
Bank891,31014.89269,2884.50418,8937.00388,9726.50
Tier I Capital (to Average Assets)
Consolidated884,56912.39285,5314.00285,531N/AN/AN/A
Bank891,31012.50285,2904.00285,2904.00356,6125.00
Total Capital (to Risk Weighted Assets)
Consolidated$917,76915.90%$461,8478.00%$606,175N/AN/AN/A
Bank909,23215.76461,6128.00605,86610.50%$577,01510.00%
Tier I Capital (to Risk Weighted Assets)
Consolidated845,35214.64346,3856.00490,713N/AN/AN/A
Bank836,84514.50346,2096.00490,4638.50461,6128.00
Common Equity Tier 1 (CET1)
Consolidated845,35214.64259,7894.50404,116N/AN/AN/A
Bank836,84514.50259,6574.50403,9117.00375,0606.50
Tier I Capital (to Average Assets)
Consolidated845,35212.15278,3694.00278,369N/AN/AN/A
Bank836,84512.03278,2404.00278,2404.00347,8005.00

The Bank is required to obtain the approval of the Indiana Department of Financial Institutions for the payment of any dividend if the total amount of all dividends declared by the Bank during the calendar year, including the proposed dividend, would exceed the sum of the retained net income for the year-to-date combined with the retained net income for the previous two years. Indiana law defines "retained net income" to mean the net income of a specified period, calculated under the consolidated report of income instructions, less the total amount of all dividends declared for the specified period. As of December 31, 2025, approximately $109.9 million was available to be paid as dividends to the Company by the Bank.

The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2025. Notwithstanding the availability of funds for dividends, however, the FDIC may prohibit the payment of any dividends by the Bank if the FDIC determines such payment would constitute an unsafe or unsound practice.

NOTE 16 –OFFSETTING ASSETS AND LIABILITIES

The following tables summarize gross and net information about financial instruments and derivative instruments that are offset in the statement of financial position or that are subject to an enforceable master netting arrangement at December 31, 2025 and 2024.

2025
Gross Amounts of Recognized Assets/ Liabilities · Gross Amounts Offset in the Statement of Financial Position · Net Amounts presented in the Statement of Financial Position · Gross Amounts Not Offset in the Statement of Financial Position
(dollars in thousands) · Financial Instruments · Cash Collateral Position · Net Amount
Assets
Interest Rate Swap Derivatives$14,634$0$14,634$0$(13,075)$1,559
Total Assets$14,634$0$14,634$0$(13,075)$1,559
Liabilities
Interest Rate Swap Derivatives$14,634$0$14,634$0$0$14,634
Total Liabilities$14,634$0$14,634$0$0$14,634
2024
Gross Amounts of Recognized Assets/ Liabilities · Gross Amounts Offset in the Statement of Financial Position · Net Amounts presented in the Statement of Financial Position · Gross Amounts Not Offset in the Statement of Financial Position
(dollars in thousands) · Financial Instruments · Cash Collateral Position · Net Amount
Assets
Interest Rate Swap Derivatives$25,403$0$25,403$0$(21,815)$3,588
Total Assets$25,403$0$25,403$0$(21,815)$3,588
Liabilities
Interest Rate Swap Derivatives$25,403$0$25,403$0$0$25,403
Total Liabilities$25,403$0$25,403$0$0$25,403

If an event of default occurs causing an early termination of an interest rate swap derivative, any early termination amount payable to one party by the other party may be reduced by set-off against any other amount payable by the one party to the other party. If a default in performance of any obligation of a repurchase agreement occurs, each party will set-off property held in respect of transactions against obligations owing in respect of any other transactions.

NOTE 17 –COMMITMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

During the normal course of business, the Company becomes a party to financial instruments with off-balance sheet risk in order to meet the financing needs of its customers. These financial instruments include commitments to make loans and open-ended revolving lines of credit. Amounts as of the years ended December 31, 2025 and 2024, were as follows:

20252024
(dollars in thousands)Fixed RateVariable RateFixed RateVariable Rate
Commercial loan lines of credit$44,962$2,121,585$60,856$2,150,375
Standby letters of credit047,358049,558
Real estate mortgage loans1,2347,5362,0325,854
Real estate construction mortgage loans03,7701,0105,165
Home equity mortgage open-ended revolving lines0421,4800388,235
Consumer loan open-ended revolving lines026,131026,589
Total$46,196$2,627,860$63,898$2,625,776

NOTE 17 – COMMITMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES (continued)

The index on variable rate commercial loan commitments is principally the national prime rate. Interest rate ranges on commitments and open-ended revolving lines of credit for years ended December 31, 2025 and 2024, were as follows:

20252024
Fixed RateVariable RateFixed RateVariable Rate
Commercial loan1.00-14.50%3.35-10.75%1.00-14.50%3.35-11.75%
Real estate mortgage loan6.38-6.50%5.50-11.75%3.00-7.38%6.00-12.50%
Consumer loan open-ended revolving line15.00%6.75-15.00%15.00%7.50-15.00%

Commitments, excluding open-ended revolving lines, generally have fixed expiration dates of one year or less. Open-ended revolving lines are monitored for proper performance and compliance on a monthly basis. Since many commitments expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company follows the same credit policy (including requiring collateral, if deemed appropriate) to make such commitments as it follows for those loans that are recorded in its financial statements.

The Company’s exposure to credit losses in the event of nonperformance is represented by the contractual amount of the commitments. Management does not expect any significant losses as a result of these commitments.

NOTE 18 –PARENT COMPANY STATEMENTS

The Company operates primarily in the banking industry, which accounts for substantially all of its revenues, operating income and assets. Presented below are parent only financial statements:

CONDENSED BALANCE SHEETS

December 31,
(dollars in thousands)20252024
ASSETS
Deposits with Lake City Bank$177$5,901
Deposits with other depository institutions1,020435
Cash1,1976,336
Investments in banking subsidiary769,144675,315
Other assets5,4602,824
Total assets$775,801$684,475
LIABILITIES
Dividends payable and other liabilities$398$653
Borrowings13,0000
STOCKHOLDERS’ EQUITY762,403683,822
Total liabilities and stockholders’ equity$775,801$684,475

NOTE 18 – PARENT COMPANY STATEMENTS (continued)

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Years ended December 31,
(dollars in thousands)202520242023
Dividends from Lake City Bank$56,301$42,118$46,263
Dividends from non-bank subsidiaries001,525
Other income1725
Interest expense(102)00
Miscellaneous expense(9,632)(5,642)(4,768)
INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES46,58436,47843,025
Income tax benefit2,2981,6081,957
INCOME BEFORE EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES48,88238,08644,982
Equity in undistributed income of subsidiaries54,47955,39248,785
NET INCOME$103,361$93,478$93,767
COMPREHENSIVE INCOME$142,724$82,173$127,495

CONDENSED STATEMENTS OF CASH FLOWS

Years ended December 31,
(dollars in thousands)202520242023
Cash flows from operating activities:
Net income$103,361$93,478$93,767
Adjustments to net cash from operating activities:
Equity in undistributed income of subsidiaries(54,479)(55,392)(48,785)
Other changes5,9033,42116,601
Net cash from operating activities54,78541,50761,583
Cash flows from investing activities:
Return of capital from subsidiary003,602
Cash flows from investing activities003,602
Cash flows from financing activities:
Proceeds from (payments on) other borrowings13,00000
Payments related to equity incentive plans(1,493)(2,815)(3,135)
Purchase of treasury stock(20,391)(592)(575)
Sales of treasury stock375391405
Dividends paid(51,415)(49,281)(47,094)
Cash flows from financing activities(59,924)(52,297)(50,399)
Net increase (decrease) in cash and cash equivalents(5,139)(10,790)14,786
Cash and cash equivalents at beginning of the year6,33617,1262,340
Cash and cash equivalents at end of the year$1,197$6,336$17,126

NOTE 19 –EARNINGS PER SHARE

Following are the factors used in the earnings per share computations:

(dollars in thousand except share and per share data)202520242023
Basic earnings per common share:
Net income$103,361$93,478$93,767
Weighted-average common shares outstanding25,687,15925,676,54325,604,751
Basic earnings per common share$4.02$3.64$3.67
Diluted earnings per common share:
Net income$103,361$93,478$93,767
Weighted-average common shares outstanding for basic earnings per common share25,687,15925,676,54325,604,751
Add: Dilutive effect of assumed exercises of awards111,88892,475118,414
Average shares and dilutive potential common shares25,799,04725,769,01825,723,165
Diluted earnings per common share$4.01$3.63$3.65

There wereno antidilutive stock awards for 2025, 2024 and 2023.

NOTE 20 –ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024 all shown net of tax:

(dollars in thousands)Unrealized Gains and (Losses) on Available-for-Sale SecuritiesDefined Benefit Pension ItemsTotal
Balance at January 1, 2025$(165,932)$(568)$(166,500)
Other comprehensive income (loss) before reclassification37,778037,778
Amounts reclassified from accumulated other comprehensive income (loss)1,545401,585
Net current period other comprehensive income (loss)39,3234039,363
Balance at December 31, 2025$(126,609)$(528)$(127,137)
(dollars in thousands)Unrealized Gains and (Losses) on Available-for-Sale SecuritiesDefined Benefit Pension ItemsTotal
Balance at January 1, 2024$(154,460)$(735)$(155,195)
Other comprehensive income (loss) before reclassification(13,058)121(12,937)
Amounts reclassified from accumulated other comprehensive income (loss)1,586461,632
Net current period other comprehensive income (loss)(11,472)167(11,305)
Balance at December 31, 2024$(165,932)$(568)$(166,500)

NOTE 20 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (continued)

Reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023 are as follows:

Details about Accumulated OtherComprehensiveIncome ComponentsAmountReclassified FromAccumulated OtherComprehensive Income (Loss)Affected Line Itemin the StatementWhere NetIncome is Presented
(dollars in thousands)
Amortization of unrealized losses on held-to-maturity securities$(1,957)Interest income
Tax effect412Income tax expense
Subtotal(1,545)Net of tax
Amortization of defined benefit pension items(1)(53)Salaries and employee benefits
Tax effect13Income tax expense
Subtotal(40)Net of tax
Total reclassifications for the period$(1,585)Net income
(dollars in thousands)
Amortization of unrealized losses on held-to-maturity securities$(1,962)Interest income
Realized gains and (losses) on available-for-sale securities(46)Net securities gains (losses)
Tax effect422Income tax expense
Subtotal(1,586)Net of tax
Amortization of defined benefit pension items(1)(62)Salaries and employee benefits
Tax effect16Income tax expense
Subtotal(46)Net of tax
Total reclassifications for the period$(1,632)Net income
(dollars in thousands)
Amortization of unrealized losses on held-to-maturity securities$(1,987)Interest income
Realized gains and (losses) on available-for-sale securities(25)Net securities gains (losses)
Tax effect423Income tax expense
Subtotal(1,589)Net of tax
Amortization of defined benefit pension items(1)(59)Salaries and employee benefits
Tax effect15Income tax expense
Subtotal(44)Net of tax
Total reclassifications for the period$(1,633)Net income

(1)Included in the computation of net pension plan expense as more fully discussed in Note 10 – Pension and Other Postretirement Plans.

NOTE 21 –SELECTED QUARTERLY DATA (UNAUDITED) (in thousands except per share data)

20254thQuarter3rdQuarter2ndQuarter1stQuarter
Interest income$94,008$94,887$94,385$90,455
Interest expense36,81538,81439,50937,580
Net interest income57,19356,07354,87652,875
Provision for credit losses02,0003,0006,800
Net interest income after provision57,19354,07351,87646,075
Noninterest income12,60312,95411,48610,928
Noninterest expense33,44534,96530,43232,763
Income tax expense6,4455,6585,9644,155
Net income$29,906$26,404$26,966$20,085
Basic earnings per common share$1.16$1.03$1.05$0.78
Diluted earnings per common share$1.16$1.03$1.04$0.78
20244thQuarter3rdQuarter2ndQuarter1stQuarter
Interest income$93,370$95,018$93,736$91,034
Interest expense41,67645,74545,44043,618
Net interest income51,69449,27348,29647,416
Provision for credit losses3,6913,0598,4801,520
Net interest income after provision48,00346,21439,81645,896
Noninterest income11,87611,91720,43912,612
Noninterest expense30,65330,39333,33330,705
Income tax expense5,0364,4004,3734,402
Net income$24,190$23,338$22,549$23,401
Basic earnings per common share$0.94$0.91$0.88$0.91
Diluted earnings per common share$0.94$0.91$0.87$0.91

NOTE 22 –LEASES

The Company leases certain office facilities under long-term operating lease agreements. The leases expire at various dates through 2044 and some include renewal options. Many of these leases require the payment of property taxes, insurance premiums, maintenance, utilities and other costs. In many cases, rentals are subject to increase in relation to a cost-of-living index. The Company accounts for lease and non-lease components together as a single lease component. The Company determines if an arrangement is a lease at inception. Operating leases are recorded as a right-of-use ("ROU") lease assets and are included in other assets on the consolidated balance sheet. The Company’s corresponding lease obligations are included in other liabilities on the consolidated balance sheet. ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

NOTE 22 - LEASES (continued)

Lease expense for lease payments is recognized on a straight-line basis over the lease term. Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases, as allowed as practical expedient of the lease standard.

The following is a maturity analysis of the operating lease liabilities as of December 31, 2025:

Years ending December 31, (in thousands)Operating Lease Obligation
2026$971
2027919
2028869
2029743
2030661
2031 and thereafter5,191
Total undiscounted lease payments9,354
Less imputed interest(2,286)
Lease liability$7,068
Right-of-use asset$7,068
Year EndedYear EndedYear Ended
(dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
Lease cost
Operating lease cost$863$742$724
Short-term lease cost4718
Total lease cost$867$749$742
Other information
Operating cash outflows from operating leases$863$742$724
Weighted-average remaining lease term - operating leases6.6 years7.6 years6.3 years
Weighted average discount rate - operating leases3.8%3.7%2.5%
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.