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ENTERPRISE FINANCIAL SERVICES CORP

For the period ended Sep 30, 2026. Filed Oct 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 30, 2026

EFSC$62.05-0.4%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Condensed Consolidated Balance Sheets (Unaudited)1
Condensed Consolidated Statements of Income (Unaudited)2
Condensed Consolidated Statements of Comprehensive Income (Unaudited)3
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)4
Condensed Consolidated Statements of Cash Flows (Unaudited)5
Notes to Condensed Consolidated Financial Statements (Unaudited)7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 3. Quantitative and Qualitative Disclosures About Market Risk59
Item 4. Controls and Procedures60
PART II - OTHER INFORMATION
Item 1. Legal Proceedings60
Item 1A. Risk Factors60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds61
Item 3. Defaults Upon Senior Securities61
Item 4. Mine Safety Disclosures61
Item 5. Other Information61
Item 6. Exhibits62
Signatures64

Glossary of Acronyms, Abbreviations and Entities

The acronyms and abbreviations identified below are used in various sections of this Form 10-Q, including the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements in Item 1 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 2 of this Form 10-Q.

ACLAllowance for Credit LossesFederal ReserveBoard of Governors of the Federal Reserve System
ASUAccounting Standards UpdateFHLBFederal Home Loan Bank
BankEnterprise Bank & TrustGAAPGenerally Accepted Accounting Principles (United States)
C&ICommercial and IndustrialGDPGross Domestic Product
CCBCapital Conservation BufferNIMNet Interest Margin
CECLCurrent Expected Credit LossOREOOther Real Estate Owned
Company, Enterprise, We, Us or OurEnterprise Financial Services Corp and SubsidiariesPPNRPre-Provision Net Revenue
CRECommercial Real EstateSBASmall Business Administration
EFSCEnterprise Financial Services CorpSECSecurities and Exchange Commission
FASBFinancial Accounting Standards BoardSOFRSecured Overnight Financing Rate
FDICFederal Deposit Insurance Corporation

PART I - ITEM 1 - FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (Unaudited)

($ in thousands, except share data)September 30, 2026December 31, 2025
Assets
Cash and due from banks$213,259$208,080
Federal funds sold12,9285,793
Interest-earning deposits261,687468,029
Total cash and cash equivalents487,874681,902
Interest-earning deposits greater than 90 days666898
Securities available-for-sale2,730,5962,655,035
Securities held-to-maturity, net1,030,0841,074,957
Loans held-for-sale202928
Loans12,344,70511,800,338
ACL on loans(144,519)(140,022)
Total loans, net12,200,18611,660,316
Other investments120,66480,884
Fixed assets, net56,81958,993
Goodwill416,968416,968
Intangible assets, net16,94821,175
Other assets731,503648,828
Total assets$17,792,510$17,300,884
Liabilities and Stockholders' Equity
Noninterest-bearing demand accounts$5,043,875$4,874,115
Interest-bearing demand accounts3,723,3933,537,334
Money market accounts4,140,1313,991,110
Savings accounts524,381537,400
Certificates of deposit:
Brokered735,993721,977
Customer959,191947,406
Total deposits15,126,96414,609,342
Subordinated debentures and notes258,40993,688
FHLB advances64,000—
Other borrowings179,532387,717
Other liabilities246,279170,751
Total liabilities$15,875,184$15,261,498
Commitments and contingent liabilities (Note 5)
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; 75,000 shares issued and outstanding ($1,000 per share liquidation preference)71,98871,988
Common stock, $0.01 par value; 75,000,000 shares authorized; 35,774,519 and 36,965,398 shares issued and outstanding358370
Additional paid-in capital976,9051,000,775
Retained earnings1,064,9071,020,840
Accumulated other comprehensive loss, net(196,832)(54,587)
Total stockholders’ equity1,917,3262,039,386
Total liabilities and stockholders’ equity$17,792,510$17,300,884

Condensed Consolidated Statements of Income (Unaudited)

Three months ended September 30,Nine months ended September 30,
($ in thousands, except per share data)2026202520262025
Interest income:
Loans$195,143$191,397$568,806$561,154
Debt securities:
Taxable28,53621,17581,39557,702
Nontaxable9,3708,65027,87523,583
Interest-earning deposits4,3433,63812,57312,130
Dividends on equity securities8425301,9891,568
Total interest income238,234225,390692,638656,137
Interest expense:
Deposits58,01161,615168,430180,860
Subordinated debentures and notes4,4082,6837,9917,982
FHLB advances2001,2071,1173,295
Other borrowings1,0091,5995,6315,436
Total interest expense63,62867,104183,169197,573
Net interest income174,606158,286509,469458,564
Provision for credit losses18,1078,44739,56017,101
Net interest income after provision for credit losses156,499149,839469,909441,463
Noninterest income:
Deposit service charges5,4074,93516,14014,295
Wealth management revenue2,8642,5718,3807,814
Card services revenue2,6212,5357,7017,374
Tax credit income (loss)(5,030)(300)(6,942)4,517
Other income7,35238,88320,50153,711
Total noninterest income13,21448,62445,78087,711
Noninterest expense:
Employee compensation and benefits50,58149,640159,454148,012
Deposit costs27,48227,17281,31075,760
Occupancy5,8934,89517,70414,390
Data processing5,6555,02217,29814,544
Professional fees1,6752,6205,2116,377
Other expense23,36820,44164,55356,192
Total noninterest expense114,654109,790345,530315,275
Income before income tax expense55,05988,673170,159213,899
Income tax expense (includes $32.1 million related to recaptured tax credits for the three and nine months ended September 30, 2025)12,61543,43837,42667,319
Net income$42,444$45,235$132,733$146,580
Dividends on preferred stock9389382,8132,813
Net income available to common stockholders$41,506$44,297$129,920$143,767
Earnings per common share
Basic$1.15$1.20$3.56$3.89
Diluted1.141.193.543.86

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three months ended September 30,Nine months ended September 30,
($ in thousands)2026202520262025
Net income$42,444$45,235$132,733$146,580
Other comprehensive income (loss), net of tax:
Change in unrealized gain (loss) on available-for-sale securities(112,343)21,677(130,100)45,910
Reclassification of (gain) loss on the sale of available-for-sale securities——4,408(80)
Reclassification of gain on held-to-maturity securities(530)(636)(1,647)(1,855)
Change in unrealized gain (loss) on cash flow hedges(10,354)(368)(15,072)3,987
Reclassification of loss on cash flow hedges105292166736
Total other comprehensive income (loss), net of tax(123,122)20,965(142,245)48,698
Total comprehensive income (loss)$(80,678)$66,200$(9,512)$195,278

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

Preferred Stock · Common Stock
($ in thousands, except per share data) · Shares · Amount · Shares · Amount · Additional Paid-in Capital · Retained Earnings · AccumulatedOtherComprehensive Income (Loss) · TotalStockholders’ Equity
Balance at June 30, 202675$71,98836,258$363$986,133$1,056,072$(73,710)$2,040,846
Net income—————42,44442,444
Other comprehensive loss——————(123,122)(123,122)
Common stock dividends ($0.35 per share)—————(12,521)—(12,521)
Preferred stock dividends ($12.50 per share)—————(938)—(938)
Repurchase of common stock——(526)(5)(14,560)(19,966)—(34,531)
Issuance under equity compensation plans, net——43—1,981(184)—1,797
Stock-based compensation————3,351——3,351
Balance at September 30, 202675$71,98835,775$358$976,905$1,064,907$(196,832)$1,917,326
Balance at December 31, 202575$71,98836,965$370$1,000,775$1,020,840$(54,587)$2,039,386
Net income—————132,733—132,733
Other comprehensive loss——————(142,245)(142,245)
Common stock dividends ($1.02 per share)—————(37,022)—(37,022)
Preferred stock dividends ($37.50 per share)—————(2,813)—(2,813)
Repurchase of common stock——(1,391)(14)(38,094)(46,675)—(84,783)
Issuance under equity compensation plans, net——20122,995(2,156)—841
Stock-based compensation————11,229——11,229
Balance at September 30, 202675$71,98835,775$358$976,905$1,064,907$(196,832)$1,917,326
Preferred Stock · Common Stock
($ in thousands, except per share data)SharesAmountSharesAmountAdditional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders’ Equity
Balance at June 30, 202575$71,98836,950$369$991,663$947,864$(88,985)$1,922,899
Net income—————45,235—45,235
Other comprehensive income——————20,96520,965
Common stock dividends ($0.31 per share)—————(11,473)—(11,473)
Preferred stock dividends ($12.50 per share)—————(938)—(938)
Issuance under equity compensation plans, net——6112,761(140)—2,622
Stock-based compensation————3,022——3,022
Balance at September 30, 202575$71,98837,011$370$997,446$980,548$(68,020)$1,982,332
Balance at December 31, 202475$71,98836,988$370$990,733$877,629$(116,718)$1,824,002
Net income—————146,580—146,580
Other comprehensive income——————48,69848,698
Common stock dividends ($0.90 per share)—————(33,271)—(33,271)
Preferred stock dividends ($37.50 per share)—————(2,813)—(2,813)
Repurchase of common stock——(192)(2)(5,152)(5,476)—(10,630)
Issuance under equity compensation plans, net——21522,651(2,101)—552
Stock-based compensation————9,214——9,214
Balance at September 30, 202575$71,98837,011$370$997,446$980,548$(68,020)$1,982,332

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended September 30,
($ in thousands)20262025
Cash flows from operating activities:
Net income$132,733$146,580
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation6,2054,724
Provision for credit losses39,56017,101
Deferred income taxes7,548(4,304)
Net amortization of discount/premiums on debt securities2,2873,142
Net amortization on loans5,150866
Amortization of intangible assets3,9762,344
Amortization of servicing assets746694
Mortgage loans originated-for-sale(19,333)(19,926)
Proceeds from mortgage loans sold20,18919,518
Net loss (gain) on:
Investment securities2,146(106)
SBA loans(1,414)(4,188)
OREO1,999(86)
Fixed assets(687)—
State tax credits(153)(110)
Stock-based compensation11,2299,214
Net change in other assets and liabilities(12,283)(24,790)
Net cash provided by operating activities199,898150,673
Cash flows from investing activities:
Net increase in loans(638,966)(456,978)
Proceeds received from:
Branch acquisition250—
Sale of debt and equity securities, available-for-sale178,2569,631
Paydown or maturity of debt securities, available-for-sale422,830294,939
Paydown or maturity of debt securities, held-to-maturity40,24520,706
Redemption of other investments72,613109,214
Sale of SBA loans27,27883,760
Sale of state tax credits held for sale872725
Sale of OREO17,2183,967
Sale of fixed assets939—
Settlement of bank-owned life insurance policies1,5812,079
Payments for the purchase of:
Available-for-sale debt securities(803,568)(721,648)
Held-to-maturity debt securities—(178,520)
Other investments(123,922)(131,624)
Bank-owned life insurance—(75,009)
State tax credits held for sale—(360)
Fixed assets(4,283)(8,964)
Net cash used in investing activities(808,657)(1,048,082)
Nine months ended September 30,
($ in thousands)20262025
Cash flows from financing activities:
Net increase (decrease) in noninterest-bearing demand accounts169,760(97,559)
Net increase in interest-bearing demand accounts347,862518,979
Net increase in short term FHLB advances, net64,000327,000
Proceeds from term loan—63,250
Repayment of term loan(58,732)(2,259)
Net decrease in other borrowings(149,453)(94,805)
Proceeds from issuance of subordinated debentures, net172,099—
Payments for the redemption of subordinated debentures and trust preferred securities(7,732)(63,250)
Repurchase of common stock(84,079)(10,630)
Cash dividends paid on common stock(37,022)(33,271)
Cash dividends paid on preferred stock(2,813)(2,813)
Other841552
Net cash provided by financing activities414,731605,194
Net decrease in cash and cash equivalents(194,028)(292,215)
Cash and cash equivalents, beginning of period681,902764,170
Cash and cash equivalents, end of period$487,874$471,955
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest$182,560$197,164
Income taxes36,17246,147
Noncash investing and financing transactions:
Transfer to OREO in settlement of loans31,5837,821
Right-of-use assets obtained in exchange for lease obligations1,4241,131
Unsettled purchases of available-for-sale securities42,915—

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used by the Company in the preparation of the condensed consolidated financial statements are summarized below.

Business and Consolidation

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate clients primarily located in Arizona, California, Kansas, Missouri, Nevada, and New Mexico, and SBA loan and deposit productions offices throughout the country through its banking subsidiary, Enterprise Bank & Trust.

Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2026. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. Except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated.

In the opinion of management, the consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the statements of financial position, results of operations, and cash flow for the interim periods.

Recent Accounting Pronouncements

FASB ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 was issued in November 2024 to require public business entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The amendments in this update improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be adopted prospectively or retrospectively. The Company is evaluating the accounting and disclosure requirements of ASU 2024-03 and does not expect them to have a material effect on the Company’s consolidated financial statements.

NOTE 2 -EARNINGS PER SHARE

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method.

The following table presents a summary of per common share data and amounts for the periods indicated:

Three months ended September 30,Nine months ended September 30,
(in thousands, except per share data)2026202520262025
Net income available to common stockholders$41,506$44,297$129,920$143,767
Weighted average common shares outstanding36,05537,01536,46436,983
Additional dilutive common stock equivalents304318264290
Weighted average common diluted shares outstanding36,35937,33336,72837,273
Basic earnings per common share:$1.15$1.20$3.56$3.89
Diluted earnings per common share:1.141.193.543.86

For the three and nine months ended September 30, 2026, common stock equivalents of approximately 117,000 and 150,000, respectively, were excluded from the earnings per share calculations because their effect would have been anti-dilutive. Comparatively, there were 115,000 and 225,000 common stock equivalents excluded in the three and nine months ended September 30, 2025.

NOTE 3 -INVESTMENTS

The following tables present the amortized cost, gross unrealized gains and losses, ACL and fair value of securities available-for-sale and held-to-maturity as of the periods indicated:

September 30, 2026
($ in thousands)Amortized CostGrossUnrealized GainsGrossUnrealized LossesFair Value
Available-for-sale securities:
Obligations of U.S. Government-sponsored enterprises$143,433$—$(8,852)$134,581
Obligations of states and political subdivisions642,699—(116,545)526,154
Agency mortgage-backed securities2,044,967136(125,622)1,919,481
U.S. Treasury bills131,620—(312)131,308
Corporate debt securities18,948175(51)19,072
Total securities available-for-sale$2,981,667$311$(251,382)$2,730,596
Held-to-maturity securities:
Obligations of states and political subdivisions$884,514$36$(107,979)$776,571
Agency mortgage-backed securities35,536—(4,139)31,397
Corporate debt securities110,199366(4,549)106,016
Total securities held-to-maturity$1,030,249$402$(116,667)$913,984
ACL(165)
Total securities held-to-maturity, net$1,030,084
December 31, 2025
($ in thousands)Amortized CostGrossUnrealized GainsGrossUnrealized LossesFair Value
Available-for-sale securities:
Obligations of U.S. Government-sponsored enterprises$187,587$76$(5,091)$182,572
Obligations of states and political subdivisions626,9003,914(58,109)572,705
Agency mortgage-backed securities1,733,00312,638(36,330)1,709,311
U.S. Treasury Bills171,355128(499)170,984
Corporate debt securities19,448109(94)19,463
Total securities available-for-sale$2,738,293$16,865$(100,123)$2,655,035
Held-to-maturity securities:
Obligations of states and political subdivisions$920,199$10,861$(39,849)$891,211
Agency mortgage-backed securities43,839—(3,199)40,640
Corporate debt securities111,064325(3,426)107,963
Total securities held-to-maturity$1,075,102$11,186$(46,474)$1,039,814
ACL(145)
Total securities held-to-maturity, net$1,074,957

The balance of held-to-maturity securities in the “Amortized Cost” column in the tables above include a cumulative net unamortized, unrealized gain of $5.4 million and $7.6 million at September 30, 2026 and December 31, 2025, respectively. Such amounts are amortized over the remaining life of the securities.

At September 30, 2026 and December 31, 2025, there were no holdings of securities of any one issuer in an amount greater than 10% of stockholders’ equity, other than U.S. Government agencies and sponsored enterprises. The agency mortgage-backed securities are all issued by U.S. Government agencies and sponsored enterprises. Securities of $1.7 billion at both September 30, 2026 and December 31, 2025 were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions, in addition to collateral securing borrowing bases with the FHLB and the Federal Reserve.

The amortized cost and estimated fair value of debt securities at September 30, 2026, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average life of the mortgage-backed securities is approximatelysix years.

Available-for-saleHeld-to-maturity
($ in thousands)Amortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
Due in one year or less$171,797$171,271$11,428$11,332
Due after one year through five years21,76321,179136,465131,596
Due after five years through ten years462,963379,500292,655268,849
Due after ten years280,177239,165554,166470,810
Agency mortgage-backed securities2,044,9671,919,48135,53531,397
$2,981,667$2,730,596$1,030,249$913,984

The following tables present a summary of available-for-sale investment securities in an unrealized loss position as of the periods indicated:

September 30, 2026
Less than 12 months · 12 months or more · Total
($ in thousands) · Fair Value · Unrealized Losses · Fair Value · Unrealized Losses · Fair Value · Unrealized Losses
Obligations of U.S. Government-sponsored enterprises$78,193$4,291$53,415$4,561$131,608$8,852
Obligations of states and political subdivisions190,30419,057335,85097,488526,154116,545
Agency mortgage-backed securities1,536,05979,677291,65345,9451,827,712125,622
U.S. Treasury bills131,308312——131,308312
Corporate debt securities987131,962382,94951
$1,936,851$103,350$682,880$148,032$2,619,731$251,382
December 31, 2025
Less than 12 months12 months or moreTotal
($ in thousands)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Obligations of U.S. Government-sponsored enterprises$13,971$22$149,230$5,069$163,201$5,091
Obligations of states and political subdivisions32,658245425,87957,864458,53758,109
Agency mortgage-backed securities266,6391,215377,78735,115644,42636,330
U.S. Treasury bills4,996—40,41849945,414499
Corporate debt securities——3,406943,40694
$318,264$1,482$996,720$98,641$1,314,984$100,123

The unrealized losses at both September 30, 2026 and December 31, 2025 were attributable primarily to changes in market interest rates after the securities were purchased. At each of September 30, 2026 and December 31, 2025, the Company didnot have an ACL on available-for-sale securities.

Accrued interest on held-to-maturity debt securities totaled $11.3 million and $12.3 million at September 30, 2026 and December 31, 2025, respectively, and is excluded from the estimate of expected credit losses. The estimate of expected credit losses considers historical credit loss information adjusted for current conditions and reasonable and supportable forecasts. The ACL on held-to-maturity securities was $0.2 million at September 30, 2026 and $0.1 million at December 31, 2025.

The Company sold $180.4 million of available-for-sale securities during the nine months ended September 30, 2026 for a pre-tax loss of approximately $6 million. The loss was partially offset by a pre-tax gain of approximately $4 million from the sale of Visa Class B-1 common stock that the Company held at a zero book value, resulting in a net loss of $2.1 million. During the nine months ended September 30, 2025, the Company sold $9.5 million of available-for-sale securities for a gain of $0.1 million. There wereno sales of available-for-sale securities during the three months ended September 30, 2026 and September 30, 2025, respectively.

Other Investments

At September 30, 2026 and December 31, 2025, other investments totaled $120.7 million and $80.9 million, respectively, and includes investments in FHLB and Federal Reserve capital stock. As a member of the FHLB, the Bank is required to maintain a minimum investment in capital stock with the FHLB consisting of membership stock and activity-based stock. The FHLB capital stock of $12.9 million at September 30, 2026 and $9.4 million at December 31, 2025 is recorded at cost, which represents redemption value, and is included in “Other investments” in the Consolidated Balance Sheets.

As a member of the Federal Reserve, the Bank is required to maintain a minimum investment in capital stock with the Federal Reserve. The Federal Reserve capital stock of $34.0 million at September 30, 2026 is recorded at cost, which represents redemption value, and is included in “Other investments” in the Consolidated Balance Sheets. This investment represents 50% of the par value due to the Federal Reserve Bank to become a member bank and the stock cannot be sold, traded, or pledged as collateral for loans. Although the probability is remote, the remaining 50% or $34.0 million due to the Federal Reserve Bank may be callable at its discretion.

The remaining amounts in other investments primarily include investments in Small Business Investment Companies, Community Development Financial Institutions, private equity investments, and the Company’s investment in unconsolidated trusts used to issue trust preferred securities to third parties.

NOTE 4 -LOANS

The following table presents a summary of loans by category:

($ in thousands)September 30, 2026December 31, 2025
C&I$5,472,681$5,236,473
Real estate loans:
Commercial - investor owned3,237,6162,986,906
Commercial - owner occupied2,482,8192,460,761
Construction and land development747,202689,357
Residential356,507367,127
Total real estate loans6,824,1446,504,151
Consumer50,50460,469
Loans, before unearned loan fees12,347,32911,801,093
Unearned loan fees, net(2,624)(755)
Loans, including unearned loan fees$12,344,705$11,800,338

The loan balance includes a net premium on acquired loans of $2.0 million and $0.2 million at September 30, 2026 and December 31, 2025, respectively. At September 30, 2026 and December 31, 2025, loans and securities of $6.2 billion and $6.3 billion, respectively, were pledged to the FHLB and the Federal Reserve.

Accrued interest totaled $63.4 million and $58.3 million at September 30, 2026 and December 31, 2025, respectively, and was reported in “Other assets” on the Consolidated Balance Sheets.

The Company sold the guaranteed portion of SBA 7(a) loans of $25.4 million resulting in a gain of $1.4 million during the nine months ended September 30, 2026. There wereno sales in the three months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company sold the guaranteed portion of SBA 7(a) loans of $22.2 million and $78.0 million, respectively. A gain on sale of $1.1 million and $4.2 million was recognized for the three and nine months ended September 30, 2025, respectively.

The Company had $1.1 million and $0.2 million of consumer mortgage loans secured by residential real estate in process of foreclosure at September 30, 2026 and December 31, 2025, respectively.

The following tables present a summary of the activity, by loan category, in the ACL on loans for the three and nine months ended September 30, 2026 and 2025 as follows:

($ in thousands)C&ICRE - investor ownedCRE - owner occupiedConstruction and land developmentResidential real estateConsumerTotal
ACL on loans:
Balance at June 30, 2026$77,035$24,386$17,686$11,703$6,971$1,457$139,238
Provision (benefit) for credit losses12,8591,3083331,666(49)20016,317
Charge-offs(9,064)(199)(2,638)—(14)(111)(12,026)
Recoveries634759321338990
Balance at September 30, 2026$81,464$25,502$15,386$13,462$7,121$1,584$144,519
($ in thousands)C&ICRE - investor ownedCRE - owner occupiedConstruction and land developmentResidential real estateConsumerTotal
ACL on loans:
Balance at December 31, 2025$68,345$31,565$19,218$11,016$8,023$1,855$140,022
Provision (benefit) for credit losses37,682(5,943)(796)4,163(1,448)(163)33,495
Charge-offs(27,108)(219)(3,091)(1,826)(369)(428)(33,041)
Recoveries2,54599551099153204,043
Balance at September 30, 2026$81,464$25,502$15,386$13,462$7,121$1,584$144,519
($ in thousands)C&ICRE - investor ownedCRE - owner occupiedConstruction and land developmentResidential real estateConsumerTotal
ACL on loans:
Balance at June 30, 2025$72,081$30,189$17,643$12,964$8,484$3,772$145,133
Provision for credit losses3,5332,4691,055458203607,778
Charge-offs(4,345)———(295)(315)(4,955)
Recoveries234672921923254898
Balance at September 30, 2025$71,503$32,725$18,990$13,441$8,624$3,571$148,854
($ in thousands)C&ICRE - investor ownedCRE - owner occupiedConstruction and land developmentResidential real estateConsumerTotal
ACL on loans:
Balance at December 31, 2024$63,231$34,217$20,400$9,837$6,534$3,731$137,950
Provision (benefit) for credit losses11,029(1,686)(1,022)3,7132,23326514,532
Charge-offs(7,358)—(1,034)(146)(889)(610)(10,037)
Recoveries4,601194646377461856,409
Balance at September 30, 2025$71,503$32,725$18,990$13,441$8,624$3,571$148,854

The CECL methodology incorporates various economic scenarios. The Company utilizes three forecasts in the model: Moody’s baseline, a stronger near-term growth upside and a moderate downside forecast. The Company weights these scenarios at 40%,30%, and 30%, respectively, which added approximately $11.5 million to the ACL on loans over the baseline model at September 30, 2026. The forecasts consider macroeconomic risks to the loan portfolio, such as the conflict in Iran, among others. The Company has also recognized various risks posed by loans in certain segments, including the commercial office sector, by allocating additional reserves to those segments. Some of the key risks to the forecasts that could result in future provision for credit losses are market reactions to the Federal Reserve policy actions that could push the economy into a recession, persistently higher inflation (including the impact of tariffs), tightening in the credit markets, and weakness in the financial system.

In addition to the CECL methodology, the Company incorporates qualitative adjustments into the ACL on loans to capture credit risks inherent within the loan portfolio that are not captured in the discounted cash flow method model. Included in these risks are 1) changes in lending policies and procedures, 2) actual and expected changes in business and economic conditions, 3) changes in the nature and volume of the portfolio, 4) changes in lending management, 5) changes in volume and the severity of past due loans, 6) changes in the quality of the loan review system, 7) changes in the value of underlying collateral, 8) the existence and effect of concentrations of credit and 9) other factors such as the regulatory, legal and competitive environments and events such as natural disasters, pandemics and geopolitical matters. At September 30, 2026, the ACL on loans included a qualitative adjustment of approximately $44.2 million. Of this amount, approximately $24.8 million was allocated to sponsor finance loans due to their mostly unsecured nature.

The following tables present gross charge-offs by year of origination and loan class for the periods indicated:

Term Loans by Origination Year
($ in thousands) · 2026 · 2025 · 2024 · 2023 · 2022 · Prior · Revolving Loans Converted to Term Loans · Revolving Loans · Total
C&I$2,951$10,731$2,156$1,698$6,700$47$413$1,744$26,440
Real estate:
Commercial - investor owned—————219——219
Commercial - owner occupied—2,635——328128——3,091
Construction and land development————331,793——1,826
Residential—355————14—369
Consumer11131913—58—69
Total charge-offs by origination year$2,962$13,734$2,175$1,711$7,061$2,192$435$1,744$32,014
Total gross charge-offs by performing status1,027
Total gross charge-offs$33,041
Term Loans by Origination Year
($ in thousands) · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Revolving Loans Converted to Term Loans · Revolving Loans · Total
C&I$30$2,159$4,661$1,280$35$1,167$1,651$11,870$22,853
Real estate:
Commercial - investor owned————3,972———3,972
Commercial - owner occupied—594285—284898——2,061
Construction and land development———146—3,135——3,281
Residential—————646266—912
Consumer————177685—250
Total charge-offs by origination year$30$2,753$4,946$1,426$4,468$5,914$1,922$11,870$33,329
Total gross charge-offs by performing status1,187
Total gross charge-offs$34,516

The following tables present the recorded balance in nonperforming loans by category, excluding government guaranteed balances as of the dates indicated:

September 30, 2026
($ in thousands)Nonaccrual loansLoans over 90 days past due and still accruing interestNonperforming loansNonaccrual loans with no allowance
C&I$32,950$88$33,038$10,153
Real estate:
Commercial - investor owned25,573—25,57324,590
Commercial - owner occupied25,705—25,70515,869
Construction and land development1,729—1,7291,373
Residential1,216—1,216976
Consumer—99—
Total$87,173$97$87,270$52,961
December 31, 2025
($ in thousands)Nonaccrual loansLoans over 90 days past due and still accruing interestNonperforming loansNonaccrual loans with no allowance
C&I$26,359$1,620$27,979$14,800
Real estate:
Commercial - investor owned36,988—36,98823,685
Commercial - owner occupied9,338—9,3387,927
Construction and land development155—155—
Residential8,340—8,3408,099
Consumer—99—
Total$81,180$1,629$82,809$54,511

The nonperforming loan balances at September 30, 2026 and December 31, 2025 exclude government guaranteed balances of $53.7 million and $28.9 million, respectively. Interest income recognized on nonaccrual loans was immaterial during the three and nine months ended September 30, 2026 and 2025.

The following tables present a summary of collateral-dependent nonperforming loans by class of loan as of the dates indicated:

September 30, 2026
Type of Collateral
($ in thousands)CREResidential Real EstateBlanket LienOther
C&I$8,750$5$8,659$156
Real estate:
Commercial - investor owned23,695———
Commercial - owner occupied15,096———
Construction and land development1,373———
Residential—905——
Total$48,914$910$8,659$156
December 31, 2025
Type of Collateral
($ in thousands)CREResidential Real EstateBlanket LienOther
C&I$—$19$3,391$15,644
Real estate:
Commercial - investor owned35,701———
Commercial - owner occupied4,610456——
Residential—8,099——
Total$40,311$8,574$3,391$15,644

The following tables present a summary of aging of the recorded balance in past due loans by class and category as of the dates indicated:

September 30, 2026
($ in thousands) · 30-89 Days Past Due · 90 or MoreDays Past Due · Total Past Due · Current · Total
C&I$23,055$29,360$52,415$5,420,266$5,472,681
Real estate:
Commercial - investor owned47,24627,97275,2183,162,3983,237,616
Commercial - owner occupied26,60441,11967,7232,415,0962,482,819
Construction and land development21,464—21,464725,738747,202
Residential4,0971,8535,950350,557356,507
Consumer95910450,40050,504
Loans, before unearned loan fees$122,561$100,313$222,874$12,124,455$12,347,329
Unearned loan fees, net(2,624)
Total$12,344,705
December 31, 2025
($ in thousands) · 30-89 Days Past Due · 90 or MoreDays Past Due · Total Past Due · Current · Total
C&I$6,822$25,327$32,149$5,204,324$5,236,473
Real estate:
Commercial - investor owned3,62738,06341,6902,945,2162,986,906
Commercial - owner occupied5,27421,11026,3842,434,3772,460,761
Construction and land development4,8815835,464683,893689,357
Residential7,4572,5169,973357,154367,127
Consumer5796660,40360,469
Loans, before unearned loan fees$28,118$87,608$115,726$11,685,367$11,801,093
Unearned loan fees, net(755)
Total$11,800,338

The ACL on loans incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the estimate of the ACL on loans is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default and loss given default model to determine the ACL on loans.

An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL on loans because of the measurement methodologies used to estimate the allowance.

The most common concession the Company provides to borrowers experiencing financial difficulty is a term extension. In limited circumstances, the Company may modify loans by providing principal forgiveness or an interest rate reduction. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the ACL on loans. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL on loans.

In some cases, the Company will modify a loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as an interest rate reduction or principal forgiveness, may be granted.

The following tables show the recorded balance at the end of the dates listed for loans modified to borrowers experiencing financial difficulty, disaggregated by loan class and type of concession granted:

Three months ended
Term ExtensionPayment DelayTotal
($ in thousands)September 30, 2026Percent of Total Loan ClassSeptember 30, 2026Percent of Total Loan ClassSeptember 30, 2026Percent of Total Loan Class
C&I$5,5520.10%$4,1930.08%$9,7450.18%
Real estate:
Commercial - owner occupied4,7900.19%——%4,7900.19%
Total$10,342$4,193$14,535
Nine months ended
Term ExtensionPayment DelayTerm Extension and Rate ReductionTotal
($ in thousands)September 30, 2026Percent of Total Loan ClassSeptember 30, 2026Percent of Total Loan ClassSeptember 30, 2026Percent of Total Loan ClassSeptember 30, 2026Percent of Total Loan Class
C&I$38,3400.70%$10,0530.18%$4,4070.08%$52,8000.97%
Real estate:
Commercial - owner occupied9,5050.38%——%2250.01%9,7300.39%
Construction and land development2,0000.27%——%——%2,0000.27%
Total$49,845$10,053$4,632$64,530
Three months ended · Nine months ended
Term ExtensionTerm Extension
($ in thousands)September 30, 2025Percent of Total Loan ClassSeptember 30, 2025Percent of Total Loan Class
C&I$5,3500.11%$48,4260.98%
Real estate:
Commercial - investor occupied2440.01%2440.01%
Commercial - owner occupied8750.04%5,8880.25%
Residential——%230.01%
Total6,469$54,581

The following tables summarize the financial impacts of loan modifications made to borrowers experiencing financial difficulty by class and modification type outstanding at the date indicated:

Financial Effect
Payment Delay
C&IPayments were delayed for a weighted average amount of $3,471.
Term Extension
C&IMaturity dates were extended for a weighted average of 8 months.
Real estate:
Commercial - owner occupiedMaturity dates were extended for a weighted average of 6 months.
($ in thousands)Financial Effect
Term Extension and Rate Reduction
C&IMaturity dates were extended for a weighted average of 19 months and rates were reduced by a weighted average of 0.65%.
Real estate:
Commercial - owner occupiedMaturity dates were extended for a weighted average of 12 months and rates were reduced by a weighted average of 0.96%.
Payment Delay
C&IPayments were delayed for a weighted average amount of $1,739.
Term Extension
C&IMaturity dates were extended for a weighted average of 9 months.
Real estate:
Commercial - owner occupiedMaturity dates were extended for a weighted average of 4 months.
Construction and land developmentMaturity dates were extended for a weighted average of 4 months.
Financial Effect
Term Extension
C&IMaturity dates were extended for a weighted average of 4 months.
Real estate:
Commercial - investor occupiedMaturity dates were extended for a weighted average of 12 months.
Commercial - owner occupiedMaturity dates were extended for a weighted average of 3 months.
Financial Effect
Term Extension
C&IMaturity dates were extended for a weighted average of 6 months.
Real estate:
Commercial - investor occupiedMaturity dates were extended for a weighted average of 12 months.
Commercial - owner occupiedMaturity dates were extended for a weighted average of 15 months.
ResidentialMaturity dates were extended for a weighted average of 3 months.

The following tables present the aging of the recorded balance of modified loans in the last 12 months by class at the date indicated:

September 30, 2026
($ in thousands)Current30-89 Days Past Due90 or MoreDays Past DueTotal
C&I$48,815$3,984$—$52,799
Real estate:
Commercial - owner occupied14,271—4,71518,986
Construction and land development2,000——2,000
Residential409——409
Total$65,495$3,984$4,715$74,194
September 30, 2025
($ in thousands)Current30-89 Days Past Due90 or MoreDays Past DueTotal
C&I$51,929$—$—$51,929
Real estate:
Commercial - investor owned244——244
Commercial - owner occupied17,420——17,420
Residential—23—23
Total$69,593$23$—$69,616

The following table summarizes loans that experienced a default during the three and nine months ended September 30, 2026 subsequent to being granted a modification in the preceding twelve months. Default is defined as movement to nonperforming status, foreclosure or charge-off. There were no loans that experienced a default during the three and nine months ended September 30, 2025 subsequent to being granted a modification in the preceding twelve months.

Term Extension
Three and nine months ended
($ in thousands)September 30, 2026Percent of Total Loan Class
Real estate:
Commercial - owner occupied$4,7150.19%

As of September 30, 2026 and December 31, 2025, the Company allocated an immaterial amount in specific reserves to loans that have been restructured.

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, payment experience, credit documentation, and current economic factors among other factors. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

Grades 1, 2, and 3 – Includes loans to borrowers with a continuous record of strong earnings, sound balance sheet condition and capitalization, ample liquidity with solid cash flow, and whose management team has experience and depth within their industry.

Grade 4 – Includes loans to borrowers with positive trends in profitability, satisfactory capitalization and balance sheet condition, and sufficient liquidity and cash flow.

Grade 5 – Includes loans to borrowers that may display fluctuating trends in sales, profitability, capitalization, liquidity, and cash flow.

Grade 6 – Includes loans to borrowers where an adverse change or perceived weakness has occurred, but may be correctable in the near future. Alternatively, this rating category may also include circumstances where the borrower is starting to reverse a negative trend or condition, or has recently been upgraded from a 7, 8, or 9 rating.

Grade 7 – Special Mention credits are borrowers that have experienced financial setback of a nature that is not determined to be severe or influence ‘ongoing concern’ expectations. Although possible, no loss is anticipated, due to strong collateral and/or guarantor support.

Grade 8 –Substandard credits include those borrowers characterized by significant losses and sustained downward trends in balance sheet condition, liquidity, and cash flow. Repayment reliance may have shifted to secondary sources. Collateral exposure may exist and additional reserves may be warranted.

Grade 9 –Doubtful credits include borrowers that may show deteriorating trends that are unlikely to be corrected. Collateral values may appear insufficient for full recovery, therefore requiring a partial charge-off, or debt renegotiation with the borrower. The borrower may have declared bankruptcy or bankruptcy is likely in the near term. All doubtful rated credits will be on non-accrual.

The recorded investment by risk category of the loans by class and year of origination is presented in the following tables as of the dates indicated:

Term Loans by Origination Year
($ in thousands) · 2026 · 2025 · 2024 · 2023 · 2022 · Prior · Revolving Loans Converted to Term Loans · Revolving Loans · Total
C&I
Pass (1-6)$1,321,498$1,377,514$451,336$293,681$201,730$114,099$165,113$1,153,262$5,078,233
Special Mention (7)44,20117,76410,5825,4274,9456,30832,72759,152181,106
Classified (8-9)41,08918,20310,0012863,6753,92622,51654,861154,557
Total C&I$1,406,788$1,413,481$471,919$299,394$210,350$124,333$220,356$1,267,275$5,413,896
CRE-investor owned
Pass (1-6)$866,225$635,728$313,451$321,627$335,360$433,441$58,634$36,019$3,000,485
Special Mention (7)58,8168,95721,4483,5665,31813,63050,0582,997164,790
Classified (8-9)1,23391210,3471,8846,99132,042——53,409
Total CRE-investor owned$926,274$645,597$345,246$327,077$347,669$479,113$108,692$39,016$3,218,684
CRE-owner occupied
Pass (1-6)$444,924$367,691$241,582$254,186$296,883$635,872$8,289$27,714$2,277,141
Special Mention (7)20,79317,4393,39910,5897,35527,529—70087,804
Classified (8-9)12,03710,2715,13115,43818,91538,589225—100,606
Total CRE-owner occupied$477,754$395,401$250,112$280,213$323,153$701,990$8,514$28,414$2,465,551
Construction real estate
Pass (1-6)$262,002$273,971$129,868$5,189$3,683$1,566$36,210$7,249$719,738
Special Mention (7)———1,122464—19,734—21,320
Classified (8-9)2,000—1,373356————3,729
Total Construction real estate$264,002$273,971$131,241$6,667$4,147$1,566$55,944$7,249$744,787
Residential real estate
Pass (1-6)$47,365$38,850$19,206$23,517$23,617$93,684$2,508$95,459$344,206
Special Mention (7)133959972307—8585555114,295
Classified (8-9)771,510—3,4331,0221,778—3078,127
Total residential real estate$47,575$41,319$20,178$27,257$24,639$96,320$3,063$96,277$356,628
Consumer
Pass (1-6)$3,188$1,069$472$600$170$34,912$—$5,871$46,282
Special Mention (7)—————514—10524
Classified (8-9)—131——1——15
Total Consumer$3,188$1,082$473$600$170$35,427$—$5,881$46,821
Total loans classified by risk category$3,125,581$2,770,851$1,219,169$941,208$910,128$1,438,749$396,569$1,444,112$12,246,367
Total loans classified by performing status98,338
Total loans$12,344,705
Term Loans by Origination Year
($ in thousands) · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Revolving Loans Converted to Term Loans · Revolving Loans · Total
C&I
Pass (1-6)$1,867,472$793,869$521,429$298,735$84,618$96,374$94,043$1,153,331$4,909,871
Special Mention (7)17,00022,54826,4753,8354,8712,11322,07148,303147,216
Classified (8-9)47,63726,3704,86110,9645484524,04336,659151,433
Total C&I$1,932,109$842,787$552,765$313,534$89,543$99,332$140,157$1,238,293$5,208,520
CRE-investor owned
Pass (1-6)$857,292$405,208$380,247$377,479$287,917$376,426$55,616$45,784$2,785,969
Special Mention (7)40,13453,3061,934—9,0294,5711,891—110,865
Classified (8-9)17,570——6,96526,69720,469——71,701
Total CRE-investor owned$914,996$458,514$382,181$384,444$323,643$401,466$57,507$45,784$2,968,535
CRE-owner occupied
Pass (1-6)$471,422$304,147$296,817$371,117$364,894$445,806$3,391$38,545$2,296,139
Special Mention (7)7,8145,80114,73012,4404,43215,019——60,236
Classified (8-9)18,0065,56211,44415,50313,67122,281——86,467
Total CRE-owner occupied$497,242$315,510$322,991$399,060$382,997$483,106$3,391$38,545$2,442,842
Construction real estate
Pass (1-6)$372,006$223,449$37,889$9,492$3,398$1,316$24,961$3,148$675,659
Special Mention (7)2,000—2341——8,698—10,762
Classified (8-9)——483676—4——1,163
Total Construction real estate$374,006$223,449$38,395$10,209$3,398$1,320$33,659$3,148$687,584
Residential real estate
Pass (1-6)$61,245$24,136$27,378$28,920$33,857$76,749$7,342$82,753$342,380
Special Mention (7)3,1571,2192329684793—9766,548
Classified (8-9)1,831—2,733—6,4667,055—8018,165
Total residential real estate$66,233$25,355$30,134$29,216$40,407$84,597$7,342$83,809$367,093
Consumer
Pass (1-6)$1,466$798$790$199$26,824$17,513$—$8,511$56,101
Special Mention (7)—————————
Classified (8-9)——2——10——12
Total Consumer$1,466$798$792$199$26,824$17,523$—$8,511$56,113
Total loans classified by risk category$3,786,052$1,866,413$1,327,258$1,136,662$866,812$1,087,344$242,056$1,418,090$11,730,687
Total loans classified by performing status69,651
Total loans$11,800,338

In the tables above, loan originations in 2026 and 2025 with a classification of “special mention” or “classified” primarily represent renewals or modifications initially underwritten and originated in prior years.

The following tables summarize the risk category of the loans by loan type as of the dates indicated:

September 30, 2026
($ in thousands)Pass (1-6)Special Mention (7)Classified (8-9)Total
C&I$5,078,233$181,106$154,557$5,413,896
Real estate:
Commercial - investor owned3,000,485164,79053,4093,218,684
Commercial - owner occupied2,277,14187,804100,6062,465,551
Construction and land development719,73821,3203,729744,787
Residential344,2064,2958,127356,628
Consumer46,2825241546,821
Total loans classified by risk category$11,466,085$459,839$320,443$12,246,367
Total loans classified by performing status98,338
$12,344,705
December 31, 2025
($ in thousands)Pass (1-6)Special Mention (7)Classified (8-9)Total
C&I$4,909,871$147,216$151,433$5,208,520
Real estate:
Commercial - investor owned2,785,969110,86571,7012,968,535
Commercial - owner occupied2,296,13960,23686,4672,442,842
Construction and land development675,65910,7621,163687,584
Residential342,3806,54818,165367,093
Consumer56,101—1256,113
Total loans classified by risk category$11,066,119$335,627$328,941$11,730,687
Total loans classified by performing status69,651
$11,800,338

In the risk category tables above, guaranteed loan balances are included with a classification of “pass” due to the nature of these loans.

For certain loans, the Company evaluates credit quality based on the aging status. The following tables present the recorded balance of loans based on payment activity as of the dates indicated:

September 30, 2026
($ in thousands)PerformingNon PerformingTotal
C&I$53,450$88$53,538
Real estate:
Commercial - investor owned15,684—15,684
Commercial - owner occupied25,200—25,200
Residential556—556
Consumer3,35193,360
Total$98,241$97$98,338
December 31, 2025
($ in thousands)PerformingNon PerformingTotal
C&I$22,778$318$23,096
Real estate:
Commercial - investor owned16,323—16,323
Commercial - owner occupied26,121—26,121
Residential589—589
Consumer3,51393,522
Total$69,324$327$69,651

NOTE 5 -COMMITMENTS AND CONTINGENT LIABILITIES

The Company issues financial instruments in the normal course of its business of meeting the financing needs of its clients. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets.

The Company’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is not more than the contractual amount of these instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its Consolidated Balance Sheets.

The following table summarizes the contractual amounts of significant off-balance-sheet financial instruments as of the dates indicated:

($ in thousands)September 30, 2026December 31, 2025
Commitments to extend credit$3,136,114$2,866,028
Letters of credit106,549102,884

Off-Balance Sheet Credit Risk

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments usually have fixed expiration dates or other termination clauses, may have significant usage restrictions, and may require payment of a fee. Of the total commitments to extend credit at September 30, 2026 and December 31, 2025, $104.5 million and $124.9 million, respectively, represent fixed rate loan commitments. Since certain of the commitments may expire without being drawn upon or may be revoked, the total commitment amounts do not necessarily represent future cash obligations. The Company evaluates each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate. Other liabilities includes an ACL on unadvanced commitments of $9.0 million and $6.0 million at September 30, 2026 and December 31, 2025, respectively.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. These letters of credit are issued to support contractual obligations of the Company’s clients. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to clients. As of September 30, 2026, the approximate remaining terms of standby letters of credit range fromone month tothree years, nine months.

Contingencies

The Company and its subsidiaries are, from time to time, parties to various legal proceedings arising out of their businesses. Management believes there are no such proceedings pending or threatened against the Company or its subsidiaries which, if determined adversely, would have a material adverse effect on the business, consolidated financial condition, results of operations or cash flows of the Company or any of its subsidiaries.

NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loans and borrowings. The Company does not enter into derivative financial instruments for trading purposes.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.

For hedges of the Company’s variable-rate loans, interest rate swaps designated as cash flow hedges involve the receipt of fixed amounts and the Company making variable rate payments. The Company has executed cash flow hedges to reduce a portion of variability in cash flows on the Company’s prime- and SOFR-based loan portfolio. Select terms of the hedges are as follows:

($ in thousands)
NotionalFixed RateIndexEffective DateMaturity Date
$50,0006.56%PrimeJanuary 25, 2023February 1, 2027
100,0006.63%PrimeDecember 20, 2022January 1, 2028
100,0006.66%PrimeApril 1, 2025April 1, 2030
100,0003.51%1-month Term SOFRApril 17, 2026May 1, 2031
100,0003.69%1-month Term SOFRMay 11, 2026May 1, 2029
50,0006.99%PrimeFebruary 1, 2027February 1, 2032

The Company has also executed interest rate collars to reduce a portion of variability in cash flows on the Company’s prime- and SOFR-based loan portfolio. These transactions are commonly referred to as zero cost collars, which involves the Company selling an interest rate cap where payments will be made when the index exceeds the cap rate, and the purchase of a floor where payments will be received if the index falls below the floor. Select terms of the collars are as follows:

($ in thousands)
NotionalCap RateFloor RateIndexMaturity Date
$100,0008.14%5.25%PrimeOctober 1, 2029
50,0004.21%3.23%1-month Term SOFRNovember 1, 2029
100,0004.71%3.25%1-month Term SOFRJuly 9, 2031

At December 31, 2025, the Company had executed a series of cash flow hedges to fix the effective interest rate for payments due on $32.1 million of junior subordinated debentures to a weighted-average-fixed rate of 2.64%. These hedges matured in the first quarter 2026.

The gain or loss on derivatives designated and qualified as cash flow hedges of interest rate risk are recorded in accumulated other comprehensive income and subsequently reclassified into interest income or expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income or expense as interest payments are paid on the Company’s variable-rate loans and debt. During the next twelve months, the Company estimates there will be $3.7 million reclassified as a decrease to interest income.

Non-designated Hedges

Derivatives not designated as hedges are not considered speculative and result from a service the Company provides to certain clients. The Company executes interest rate swaps with commercial banking clients to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client derivatives and the offsetting derivatives are recognized directly in earnings as a component of other noninterest income.

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of the dates indicated:

Notional AmountDerivative AssetsDerivative Liabilities
($ in thousands)September 30,2026December 31, 2025September 30,2026December 31, 2025September 30,2026December 31, 2025
Derivatives designated as hedging instruments
Interest rate swaps$500,000$282,064$—$1,876$13,611$—
Interest rate collars250,000150,000—4983,916—
Total$750,000$432,064$—$2,374$17,527$—
Derivatives not designated as hedging instruments
Interest rate swaps$918,894$878,278$15,364$10,110$15,369$10,114

Derivative assets are reported in “Other assets” on the Consolidated Balance Sheets. Derivative liabilities are reported in “Other liabilities” on the Consolidated Balance Sheets.

The following tables present a gross presentation, the effects of offsetting, and a net presentation of the Company’s financial instruments subject to offsetting. The gross amounts of assets or liabilities can be reconciled to the tabular disclosure of fair value. The fair value table above provides the location of financial assets and liabilities presented on the Consolidated Balance Sheets.

As of September 30, 2026
Gross Amounts Not Offset in the Statement of Financial Position
($ in thousands)Gross Amounts RecognizedGross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets presented in the Statement of Financial PositionFinancial InstrumentsFair Value Collateral PostedNet Amount
Assets:
Interest rate swaps$15,364$—$15,364$15,364$6,120$—
Liabilities:
Interest rate swaps$28,980$—$28,980$15,364$8,127$5,489
Interest rate collars3,916—3,916——3,916
Securities sold under agreements to repurchase143,329—143,329—143,329—
As of December 31, 2025
Gross Amounts Not Offset in the Statement of Financial Position
($ in thousands)Gross Amounts RecognizedGross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets presented in the Statement of Financial PositionFinancial InstrumentsFair Value Collateral PostedNet Amount
Assets:
Interest rate swaps$11,986$—$11,986$3,142$6,470$2,374
Interest rate collars498—498——498
Liabilities:
Interest rate swaps$10,114$—$10,114$3,142$—$6,972
Securities sold under agreements to repurchase292,782—292,782—292,782—

As of September 30, 2026, the fair value of counterparty derivatives in a net liability position, which includes accrued interest related to these agreements was $23.8 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and posts collateral related to derivatives in a net liability position. The Company has received cash collateral from counterparties on derivatives that were in a net asset position as noted in the tables above.

NOTE 7 -FAIR VALUE MEASUREMENTS

The following tables summarize financial instruments measured at fair value on a recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

September 30, 2026
($ in thousands)Quoted Prices inActive Marketsfor IdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total FairValue
Assets
Securities available-for-sale
Obligations of U.S. Government-sponsored enterprises$—$134,581$—$134,581
Obligations of states and political subdivisions—526,154—526,154
Agency mortgage-backed securities—1,919,481—1,919,481
U.S. Treasury bills—131,308—131,308
Corporate debt securities—19,072—19,072
Total securities available-for-sale—2,730,596—2,730,596
Other investments—3,109—3,109
Derivative financial instruments—15,364—15,364
Total assets$—$2,749,069$—$2,749,069
Liabilities
Derivative financial instruments$—$32,896$—$32,896
Total liabilities$—$32,896$—$32,896
December 31, 2025
($ in thousands)Quoted Prices inActive Marketsfor IdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total FairValue
Assets
Securities available-for-sale
Obligations of U.S. Government-sponsored enterprises$—$182,572$—$182,572
Obligations of states and political subdivisions—572,705—572,705
Agency mortgage-backed securities—1,709,311—1,709,311
U.S. Treasury bills—170,984—170,984
Corporate debt securities—19,463—19,463
Total securities available-for-sale—2,655,035—2,655,035
Other investments—3,148—3,148
Derivative financial instruments—12,484—12,484
Total assets$—$2,670,667$—$2,670,667
Liabilities
Derivative financial instruments$—$10,114$—$10,114
Total liabilities$—$10,114$—$10,114

From time to time, the Company measures certain assets at fair value on a nonrecurring basis. These include assets measured at the lower of cost or fair value that were recognized at fair value below cost at the end of the period. The following tables present financial instruments and non-financial assets still held as of the reporting date measured at fair value on a non-recurring basis:

September 30, 2026
($ in thousands)Total Fair ValueQuoted Prices in ActiveMarkets forIdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservableInputs (Level 3)
Individually-evaluated loans$654$—$—$654
OREO32,582——32,582
Total$33,236$—$—$33,236
December 31, 2025
($ in thousands)Total Fair ValueQuoted Prices in ActiveMarkets forIdenticalAssets (Level 1)SignificantOtherObservableInputs (Level 2)SignificantUnobservableInputs (Level 3)
Individually-evaluated loans$2,200$—$—$2,200
OREO81,544——81,544
Total$83,744$—$—$83,744

The following table is a summary of the carrying amounts and fair values of the Company’s financial instruments as of the dates presented:

September 30, 2026December 31, 2025
($ in thousands)Carrying AmountEstimated fair valueLevelCarrying AmountEstimated fair valueLevel
Balance sheet assets
Securities held-to-maturity, net$1,030,084$913,984Level 2$1,074,957$1,039,814Level 2
Other investments117,555117,555Level 277,73777,737Level 2
Loans held-for-sale202202Level 2928928Level 2
Loans, net12,200,18612,140,459Level 311,660,31611,622,939Level 3
State tax credits, held-for-sale10,42211,058Level 311,14111,904Level 3
Servicing asset2,8404,969Level 23,0214,733Level 2
Balance sheet liabilities
Certificates of deposit$1,695,184$1,687,123Level 3$1,669,383$1,665,449Level 3
Subordinated debentures and notes258,409254,763Level 293,68892,093Level 2
FHLB advances64,00064,000Level 2——Level 2
Other borrowings179,532156,034Level 2387,717364,901Level 2

For information regarding the methods and assumptions used to estimate the fair value of each class of financial instruments refer to Note 17 –Fair Value Measurements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

NOTE 8 -STOCKHOLDERS’ EQUITY

Stockholders’ Equity

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss) after-tax by component:

Three months ended
($ in thousands)Net Unrealized Loss on Available-for-Sale SecuritiesUnamortized Gain on Held-to-Maturity SecuritiesNet Unrealized Gain (Loss) on Cash Flow HedgesTotal
Balance, June 30, 2026$(75,355)$4,524$(2,879)$(73,710)
Net change(112,343)(530)(10,249)(123,122)
Balance, September 30, 2026$(187,698)$3,994$(13,128)$(196,832)
Balance, June 30, 2025$(97,979)$6,869$2,125$(88,985)
Net change21,677(636)(76)20,965
Balance, September 30, 2025$(76,302)$6,233$2,049$(68,020)
Nine months ended
($ in thousands)Net Unrealized Gain (Loss) on Available-for-Sale Debt SecuritiesUnamortized Gain on Held-to-Maturity SecuritiesNet Unrealized Gain (Loss) on Cash Flow HedgesTotal
Balance, December 31, 2025$(62,006)$5,641$1,778$(54,587)
Net change(125,692)(1,647)(14,906)(142,245)
Balance, September 30, 2026$(187,698)$3,994$(13,128)$(196,832)
Balance, December 31, 2024$(122,132)$8,088$(2,674)$(116,718)
Net change45,830(1,855)4,72348,698
Balance, September 30, 2025$(76,302)$6,233$2,049$(68,020)

The following table presents the pre-tax and after-tax changes in the components of other comprehensive income (loss):

Three months ended September 30,
20262025
($ in thousands)Pre-taxTax effectAfter-taxPre-taxTax effectAfter-tax
Change in unrealized gain (loss) on available-for-sale securities$(149,990)$(37,647)$(112,343)$28,826$7,149$21,677
Reclassification of gain on held-to-maturity securities(a)(706)(176)(530)(846)(210)(636)
Change in unrealized loss on cash flow hedges(13,824)(3,470)(10,354)(489)(121)(368)
Reclassification of loss on cash flow hedges(b)1403510538896292
Total other comprehensive income (loss)$(164,380)$(41,258)$(123,122)$27,879$6,914$20,965
Nine months ended September 30,
2026 · 2025
($ in thousands)Pre-taxTax effectAfter-taxPre-taxTax effectAfter-tax
Change in unrealized gain (loss) on available-for-sale securities$(173,698)$(43,598)$(130,100)$61,051$15,141$45,910
Reclassification of loss (gain) on sale of available-for-sale securities(a)5,8851,4774,408(106)(26)(80)
Reclassification of gain on held-to-maturity securities(a)(2,199)(552)(1,647)(2,467)(612)(1,855)
Change in unrealized gain (loss) on cash flow hedges(20,123)(5,051)(15,072)5,3021,3153,987
Reclassification of loss on cash flow hedges(b)22256166978242736
Total other comprehensive income (loss)$(189,913)$(47,668)$(142,245)$64,758$16,060$48,698
(a)The pre-tax amount is reported in noninterest income/expense in the Consolidated Statements of Income.
(b)The pre-tax amount is reported in interest income/expense in the Consolidated Statements of Income.

NOTE 9 -SUPPLEMENTAL FINANCIAL INFORMATION

The following table presents other income and other expense components, including items that exceed one percent of the aggregate of total interest income and noninterest income in one or more of the periods indicated:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2026202520262025
Other income:
Bank-owned life insurance$1,803$2,062$6,763$5,494
Community development fees4953091,9662,442
Gain on SBA loan sales—1,1401,4144,188
Rental income4,3984185,5391,182
Anticipated insurance proceeds1—32,112—32,112
Other income6562,8424,8198,293
Total other noninterest income$7,352$38,883$20,501$53,711
Other expense:
Amortization of intangibles$1,279$736$3,976$2,344
Banking expenses2,0332,1076,0126,432
FDIC and other insurance3,8363,56511,31910,142
Loan, legal expenses5,8913,43513,8048,870
Outside services1,5421,4564,5593,971
Other expenses8,7879,14224,88324,433
Total other noninterest expense$23,368$20,441$64,553$56,192
1Represents anticipated proceeds from a pending insurance claim related to a third quarter 2025 solar tax credit recapture event.

NOTE 10 -SEGMENT REPORTING

The Company has determined it hasone operating and reportable segment. The economic characteristics, including the nature, the type or class of client, and the nature of the regulatory environment of the products, services and business lines of the Company are all similar. The Company provides a full range of banking services, including mortgage, tax credit brokerage, wealth management and traditional banking services, to individuals and corporate clients. Refer to “Item 1. Note 1 – Summary of Significant Accounting Policies” for the accounting policies of the Company.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The operating results that are regularly reviewed by the CODM are the consolidated results of the Company. The CODM uses the consolidated results of the Company in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions or to pay dividends. The CODM assesses performance for the segment and decides how to allocate resources based on net income, reported on the income statement as consolidated net income. The CODM is provided with the consolidated financial statement package on a monthly basis.

The Company considered the following factors, among others, in determining significant segment expenses: the magnitude of the expense item and its relevance to the segment’s performance, the variability and volatility of the expense item, and whether the expenses are used by the CODM. The Company’s significant segment revenues and expenses that are regularly provided to the CODM, including the Company’s profit or loss, have been included within the primary financial statements and notes thereto. Refer to “Item 1. Financial Statements” and “Item 1. Note 9 - Supplemental Financial Information” for these figures.

NOTE 11 -DEBT

Subordinated Notes and Debentures

On August 22, 2026, the Company exercised its option to redeem $7,732,000 of its outstanding 10.20% fixed rate junior subordinated deferrable interest debentures originally due February 22, 2031 (the “Debentures”) held by Jefferson County Statutory Trust I (“JEFFCO Stat Trust I”) pursuant to the terms of the Debentures. In addition to the principal redemption, the Company paid $394,332 of accrued but unpaid interest as of the redemption date. The redemption was funded with a portion of the net proceeds from the Company's issuance of fixed-to-floating rate subordinated notes due 2036, which was completed during the second quarter of 2026. The Debentures were carried at face value with no unamortized debt issuance costs, discounts or premiums. Accordingly, no gain or loss on extinguishment was recognized.

The redemption proceeds received by JEFFCO Stat Trust I were used to redeem $7,500,000 of trust preferred securities held by third parties and $232,000 of common securities held by the Company.

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.