Bank7 Corp.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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Jun 30, 2026 · Filed Aug 10, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Bank7 Corp. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly owned subsidiary, Bank7 (the “Bank”). The Bank is primarily engaged in providing a full range of banking and financial services to individual and corporate customers located in Oklahoma, Texas, and Kansas. The Bank is subject to competition from other financial institutions. The Company is subject to the regulation of certain federal agencies and undergoes periodic examinations by those regulatory authorities.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations, and cash flows of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2025, the date of the most recent annual report. The condensed consolidated balance sheet of the Company as of December 31, 2025 has been derived from the audited consolidated balance sheet of the Company as of that date. Certain information and notes normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The information contained in the financial statements and footnotes included in Company’s annual report for the year ended December 31, 2025, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the Bank and its wholly-owned subsidiaries: First American Mortgage, LLC, which provides residential mortgage lending services, 1039 NW 63rd, LLC, which holds real estate utilized by the Bank, and, through the date of its dissolution in the second quarter of 2026, Giddings Production, LLC, which was engaged in the production of oil, natural gas and natural gas liquid (“NGL”) reserves in Texas. All significant intercompany accounts and transactions have been eliminated in consolidation.
Segments
The Company continues to operate as asingle reportable segment, as described in Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s chief operating decision-maker (“CODM”) is the Chief Executive Officer. The Company’s operations are managed and financial performance is evaluated on a Company-wide basis. The CODM uses net income and total assets to allocate resources across the Company and assess performance.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses.
Recent Accounting Pronouncements
Standards Adopted During Current Period:
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update includes a wide range of amendments to clarify, correct errors in, and make minor improvements to the Accounting Standards Codification. The Company adopted this ASU effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient allowing entities to assume that current economic conditions will remain unchanged for the life of short-term financial assets, such as trade receivables, that arise from contracts with customers. The Company adopted this ASU effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company adopted this ASU effective January 1, 2026. The Company does not currently have any convertible debt instruments; therefore, the adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or disclosures.
Standards Not Yet Adopted:
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update is intended to improve the clarity and consistency of interim reporting requirements. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This update aims to better align hedge accounting with an entity’s risk management activities. The amendments are effective for fiscal years beginning after December 15, 2026. The Company does not apply formal hedge accounting and therefore does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In October 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. This ASU modifies the accounting for expected credit losses for purchased financial assets. The standard is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. As the Company has not acquired loans in the periods presented, the adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). This update provides targeted refinements to the scope of derivative accounting. The standard is effective for annual periods beginning after December 15, 2026. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. This ASU requires public business entities to disclose disaggregated information about certain expense captions, including compensation costs, depreciation and amortization, advertising costs, shipping and handling costs, and research and development costs, in the notes to their financial statements. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statement disclosures.
Subsequent Events
On July 1, 2026, the Company entered into a Stock Purchase Agreement with a court-appointed receiver to serve as a “stalking horse” bidder to acquire approximately 71% of the outstanding shares of Century Financial Services Corporation for a cash purchase price of $68.0 million.
The proposed transaction is subject to a court-supervised auction process, the receipt of higher and better offers, court approval, and all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System. In connection with the agreement, the Company subsequently funded a required good-faith deposit of $7.3 million, which will be credited to the purchase price if the Company is the successful bidder. The agreement also provides that a break-up fee of $2.0 million will be payable to the Company if it is not selected as the successful bidder in the auction, among other specified circumstances.
Due to the competitive bidding procedures and the contingent nature of the receivership proceeding, there can be no assurance that the Company will be the successful bidder or that the transaction will be consummated.
Note 2: Recent Events, Including Mergers and Acquisitions
Acquisition and Disposition of Oil and Natural Gas Properties
On October 31, 2023, the Company entered into an asset purchase and sale agreement, effective September 1, 2023, to acquire proved oil and natural gas properties from HB2 Origination, LLC for a total purchase price of $15.1 million, after closing adjustments.
On April 10, 2026, the Company completed the sale of these proved oil and natural gas properties for a base purchase price of $5.2 million. The transaction had an effective date of April 1, 2026. After customary closing adjustments, the Company received net cash proceeds of $5.2 million. At the time of the sale, the assets had a remaining net book value of $7.8 million. In connection with the sale, the purchaser assumed the associated asset retirement obligations of $0.3 million, which, along with miscellaneous adjustments of $0.2 million, resulted in a recognized pre-tax loss of $2.1 million during the second quarter of 2026. The disposition did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. As such, the transaction did not qualify for discontinued operations reporting, and the loss on sale, along with the historical results of the oil and gas operations, are included within continuing operations.
Following the sale, the Company hadno oil and gas assets or related asset retirement obligations remaining on its consolidated balance sheets as of June 30, 2026. For comparison, the Company had oil and gas assets and related receivables included in interest receivable and other assets on the consolidated balance sheets of $8.9 million, and asset retirement obligations and oil and gas related liabilities included in interest payable and other liabilities of $0.8 million as of December 31, 2025.
The Company had oil and gas related revenues included in “Other” noninterest income on the consolidated statements of comprehensive income of $0 and $0.9 million for the three and six months ended June 30, 2026, respectively, compared to $1.6 million and $2.7 million for the three and six months ended June 30, 2025.
The Company had oil and gas related expenses included in “Other” noninterest expense on the consolidated statements of comprehensive income of $2.0 million and $2.6 million for the three and six months ended June 30, 2026, respectively, compared to $0.9 million and $2.0 million for the three and six months ended June 30, 2025. The oil and gas related expenses for the three and six months ended June 30, 2026, include the $2.1 million pre-tax loss recognized on the sale of the assets.
Note 3: Earnings per Share
Basic earnings per common share represents the amount of earnings for the period available to each share of common stock outstanding during the reporting period. Basic earnings per share (“EPS”) is computed based upon net income divided by the weighted average number of common shares outstanding during the period.
Diluted EPS represents the amount of earnings for the period available to each share of common stock outstanding including common stock that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during each reporting period. Diluted EPS is computed based upon net income divided by the weighted average number of common shares outstanding during each period, adjusted for the effect of dilutive potential common shares, such as restricted stock awards and nonqualified stock options, calculated using the treasury stock method.
The following table shows the computation of basic and diluted earnings per share:
| As of and for the three months ended June 30, | As of and for the six months ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Dollars in thousands, except share and per share amounts) | ||||
| Numerator | ||||
| Net income | $8,346 | $11,105 | $20,352 | $21,441 |
| Denominator | ||||
| Weighted-average shares outstanding for basic earnings per share | 9,519,335 | 9,449,152 | 9,505,283 | 9,435,414 |
| Dilutive effect of stock compensation(1) | 84,808 | 95,976 | 95,138 | 113,169 |
| Denominator for diluted earnings per share | 9,604,143 | 9,545,128 | 9,600,421 | 9,548,583 |
| Earnings per common share | ||||
| Basic | $0.88 | $1.18 | $2.14 | $2.27 |
| Diluted | $0.87 | $1.16 | $2.12 | $2.25 |
(1)The following have not been included in diluted earnings per share because to do so would have been antidilutive for the periods presented: Restricted stock units of 0 and 64,992 for the three month periods ended June 30, 2026 and 2025, respectively, and 0 and 64,992 for the six month periods ended June 30, 2026 and 2025, respectively.
Note 4: Debt Securities
The following table summarizes the amortized cost and fair value of debt securities available-for-sale at June 30, 2026 and December 31, 2025 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:
| (in thousands) · Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value | |||||
|---|---|---|---|---|---|
| Mortgage-backed securities(1)(2) | 26,043 | - | (1,973) | 24,070 | |
| State and political subdivisions | 17,400 | - | (666) | 16,734 | |
| U.S. treasuries | 6,007 | - | (423) | 5,584 | |
| Corporate debt securities | 5,500 | - | (266) | 5,234 | |
| Total available-for-sale | 54,950 | - | (3,328) | 51,622 | |
| Total debt securities | $54,950 | $ | - | $(3,328) | $51,622 |
| (in thousands) · Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value | ||||||
|---|---|---|---|---|---|---|
| U.S. federal agencies | $21 | $ | - | $ | - | $21 |
| Mortgage-backed securities(1)(2) | 27,311 | - | (1,879) | 25,432 | ||
| State and political subdivisions | 18,473 | - | (699) | 17,774 | ||
| U.S. treasuries | 6,011 | - | (403) | 5,608 | ||
| Corporate debt securities | 5,500 | - | (316) | 5,184 | ||
| Total available-for-sale | 57,316 | - | (3,297) | 54,019 | ||
| Total debt securities | $57,316 | $ | - | $(3,297) | $54,019 | |
(1)All mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities.
(2)Included in amortized cost of mortgage-backed securities is $17.95 million and $19.09 million of residential mortgage-backed securities and $8.10 million and $8.22 million of commercial mortgage-backed securities as of June 30, 2026 and December 31, 2025, respectively.
The amortized cost and estimated fair value of investment securities at June 30, 2026 and December 31, 2025, by contractual maturity, are shown below. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans with or without call or prepayment penalties.
| (in thousands) | Amortized Cost | Fair Value |
|---|---|---|
| Due in one year or less | $4,204 | $4,183 |
| Due after one year through five years | 15,324 | 14,512 |
| Due after five years through ten years | 9,379 | 8,857 |
| Due after ten years | - | - |
| Mortgage-backed securities | 26,043 | 24,070 |
| Total available-for-sale | $54,950 | $51,622 |
| (in thousands) | Amortized Cost | Fair Value |
|---|---|---|
| Due in one year or less | $4,941 | $4,889 |
| Due after one year through five years | 13,920 | 13,274 |
| Due after five years through ten years | 11,144 | 10,424 |
| Due after ten years | - | - |
| Mortgage-backed securities | 27,311 | 25,432 |
| Total available-for-sale | $57,316 | $54,019 |
There wereno holdings of securities of issuers in an amount greater than 10% of stockholders’equity at June 30, 2026.
The following table presents a summary of realized gains and losses from the sale, prepayment and call of debt securities for thethree and six months ended June 30, 2026 and June 30, 2025.
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||||
| (in thousands) | ||||||||
| Proceeds from sales, maturities, prepayments and calls | $645 | $3,170 | $2,289 | $4,315 | ||||
| Gross realized gains on sales, prepayments and calls | - | - | - | - | ||||
| Gross realized losses on sales, prepayments and calls | - | - | - | - | ||||
| Total realized (losses), net | $ | - | $ | - | $ | - | $ | - |
The following table details book value of pledged securities as of June 30, 2026 and December 31, 2025:
| (in thousands) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Book value of pledged securities | $17,026 | $17,288 |
The following table details gross unrealized losses and fair values of investment securities aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at June 30, 2026 and December 31, 2025. As of June 30, 2026, the Company had the ability and intent to hold the debt securities classified as available-for-sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased or acquired. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for such investments decline. Management hasno intent or requirement to sell before the recovery of theunrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statements of comprehensive income. As of June 30, 2026 and December 31, 2025, therewasno allowance for credit losses recorded related to investment securities.
| Number of Investments · Less than Twelve Months · Twelve Months or Longer · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses | ||||||||
| (in thousands) | ||||||||
| U.S. federal agencies · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - | ||||||||
| Mortgage-backed securities | 23 | - | - | 24,070 | (1,973) | 24,070 | (1,973) | |
| State and political subdivisions(1) | 52 | 75 | - | 16,159 | (666) | 16,234 | (666) | |
| U.S. treasuries | 6 | - | - | 5,584 | (423) | 5,584 | (423) | |
| Corporate debt securities(2) | 4 | - | - | 5,234 | (266) | 5,234 | (266) | |
| Total available-for-sale | 85 | $75 | $ | - | $51,047 | $(3,328) | $51,122 | $(3,328) |
| Number of Investments · Less than Twelve Months · Twelve Months or Longer · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses | |||||||||||
| (in thousands) | |||||||||||
| U.S. federal agencies | 1 | $ | - | $ | - | $2 | $ | - | $2 | $ | - |
| Mortgage-backed securities | 23 | - | - | 25,432 | (1,879) | 25,432 | (1,879) | ||||
| State and political subdivisions(1) | 54 | - | - | 17,201 | (699) | 17,201 | (699) | ||||
| U.S. treasuries | 6 | - | - | 5,608 | (403) | 5,608 | (403) | ||||
| Corporate debt securities(2) | 4 | - | - | 5,184 | (316) | 5,184 | (316) | ||||
| Total available-for-sale | 88 | $ | - | $ | - | $53,427 | $(3,297) | $53,427 | $(3,297) | ||
(1)The state and political subdivision secu rities, $15.28 million and $16.33 million are rated BBB+ or better and $1.45 million and $1.45 million are not rated as of June 30, 2026 and December 31, 2025, respectively.
(2)The corporate debt securities are not rated.
Note 5: Loans and Allowance for Credit Losses
A summaryof loans at June 30, 2026 and December 31, 2025, are as follows (dollars in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Construction & development | $235,084 | $224,566 |
| 1 - 4 family real estate | 136,488 | 126,122 |
| Commercial real estate - other | 598,777 | 587,597 |
| Total commercial real estate | 970,349 | 938,285 |
| Commercial & industrial | 543,213 | 567,280 |
| Agricultural | 73,975 | 90,908 |
| Consumer | 12,600 | 12,894 |
| Gross loans | 1,600,137 | 1,609,367 |
| Less allowance for credit losses | (19,512) | (19,407) |
| Less deferred loan fees | (2,787) | (2,936) |
| Net loans | $1,577,838 | $1,587,024 |
The following table presents, by portfolio segment, the activity in the allowance for credit losses for the three months ended June 30, 2026 and 2025 (dollars in thousands):
| Construction & Development · 1 - 4 Family Real Estate · Commercial Real Estate - Other · Commercial & Industrial · Agricultural · Consumer · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Loans | ||||||||
| Balance, beginning of period | $1,165 | $1,084 | $6,701 | $9,649 | $490 | $363 | $19,452 | |
| Charge-offs | - | - | - | - | - | - | - | |
| Recoveries | - | - | - | 58 | - | 2 | 60 | |
| Net (charge-offs) recoveries | - | - | - | 58 | - | 2 | 60 | |
| Provision (credit) for credit losses | 38 | (109) | (214) | 391 | (96) | (10) | - | |
| Balance, end of period | $1,203 | $975 | $6,487 | $10,098 | $394 | $355 | $19,512 | |
| Unfunded Commitments | ||||||||
| Balance, beginning of period | $106 | $3 | $28 | $309 | $15 | $3 | $464 | |
| Provision (credit) for credit losses | (9) | 1 | (5) | 13 | - | - | - | |
| Balance, end of period | $97 | $4 | $23 | $322 | $15 | $3 | $464 | |
| Total allowance for credit losses and reserve for unfunded commitments | $1,300 | $979 | $6,510 | $10,420 | $409 | $358 | $19,976 | |
| Total provision (credit) for credit losses | $29 | $(108) | $(219) | $404 | $(96) | $(10) | $ | - |
| Construction & Development · 1 - 4 Family Real Estate · Commercial Real Estate - Other · Commercial & Industrial · Agricultural · Consumer · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Loans | ||||||||
| Balance, beginning of period | $1,330 | $1,199 | $7,183 | $6,939 | $1,004 | $507 | $18,162 | |
| Charge-offs | - | - | - | - | - | - | - | |
| Recoveries | - | - | 17 | 39 | 1 | 3 | 60 | |
| Net (charge-offs) recoveries | - | - | 17 | 39 | 1 | 3 | 60 | |
| Provision (credit) for credit losses | (54) | (100) | 203 | 33 | (54) | (28) | - | |
| Balance, end of period | $1,276 | $1,099 | $7,403 | $7,011 | $951 | $482 | $18,222 | |
| Unfunded Commitments | ||||||||
| Balance, beginning of period | $202 | $5 | $4 | $216 | $34 | $3 | $464 | |
| Provision (credit) for credit losses | (2) | 1 | 43 | (50) | 8 | - | - | |
| Balance, end of period | $200 | $6 | $47 | $166 | $42 | $3 | $464 | |
| Total allowance for credit losses and reserve for unfunded commitments | $1,476 | $1,105 | $7,450 | $7,177 | $993 | $485 | $18,686 | |
| Total provision (credit) for credit losses | $(56) | $(99) | $246 | $(17) | $(46) | $(28) | $ | - |
The following table presents, by portfolio segment, the activity in the allowance for credit losses for the six months ended June 30, 2026 and 2025 (dollars in thousands):
| Construction & Development · 1 - 4 Family Real Estate · Commercial Real Estate - Other · Commercial & Industrial · Agricultural · Consumer · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Loans | ||||||||
| Balance, beginning of period | $1,222 | $964 | $6,855 | $9,369 | $612 | $385 | $19,407 | |
| Charge-offs | - | - | - | - | - | - | - | |
| Recoveries | - | - | 43 | 60 | - | 2 | 105 | |
| Net (charge-offs) recoveries | - | - | 43 | 60 | - | 2 | 105 | |
| Provision (credit) for credit losses | (19) | 11 | (411) | 669 | (218) | (32) | - | |
| Balance, end of period | $1,203 | $975 | $6,487 | $10,098 | $394 | $355 | $19,512 | |
| Unfunded Commitments | ||||||||
| Balance, beginning of period | $110 | $4 | $35 | $293 | $19 | $3 | $464 | |
| Provision (credit) for credit losses | (13) | - | (12) | 29 | (4) | - | - | |
| Balance, end of period | $97 | $4 | $23 | $322 | $15 | $3 | $464 | |
| Total allowance for credit losses and reserve for unfunded commitments | $1,300 | $979 | $6,510 | $10,420 | $409 | $358 | $19,976 | |
| Total provision (credit) for credit losses | $(32) | $11 | $(423) | $698 | $(222) | $(32) | $ | - |
| Construction & Development · 1 - 4 Family Real Estate · Commercial Real Estate - Other · Commercial & Industrial · Agricultural · Consumer · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Loans | ||||||||
| Balance, beginning of period | $1,223 | $1,313 | $6,992 | $6,797 | $1,106 | $487 | $17,918 | |
| Charge-offs | - | - | (197) | - | - | (3) | (200) | |
| Recoveries | - | - | 17 | 480 | 4 | 3 | 504 | |
| Net (charge-offs) recoveries | - | - | (180) | 480 | 4 | - | 304 | |
| Provision (credit) for credit losses | 53 | (214) | 591 | (266) | (159) | (5) | - | |
| Balance, end of period | $1,276 | $1,099 | $7,403 | $7,011 | $951 | $482 | $18,222 | |
| Unfunded Commitments | ||||||||
| Balance, beginning of period | $202 | $6 | $9 | $230 | $14 | $3 | $464 | |
| Provision (credit) for credit losses | (2) | - | 38 | (64) | 28 | - | - | |
| Balance, end of period | $200 | $6 | $47 | $166 | $42 | $3 | $464 | |
| Total allowance for credit losses and reserve for unfunded commitments | $1,476 | $1,105 | $7,450 | $7,177 | $993 | $485 | $18,686 | |
| Total provision (credit) for credit losses | $51 | $(214) | $629 | $(330) | $(131) | $(5) | $ | - |
Internal Risk Categories
Each loan segment is made up of loan categories possessing similar risk characteristics.
Risk characteristics applicable to each segment of the loan portfolio are described as follows:
Real Estate – The real estate portfolio consists of residential and commercial properties. Residential loans are generally secured by owner occupied 1–4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Company’s market areas that might impact either property values or a borrower’s personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers. Commercial real estate (CRE) loans in this category typically involve larger principal amounts and are repaid primarily from the cash flow of a borrower’s principal business operation, the sale of the real estate or income independent of the loan purpose. Credit risk in these loans is driven by the creditworthiness of a borrower, property values, the local economy and other economic conditions impacting a borrower’s business or personal income. Construction and development loans introduce additional risks, as repayment is generally dependent on the successful completion of the project and the subsequent sale or permanent financing of the property. Credit risk in these loans is primarily driven by potential construction delays, cost overruns, and shifts in market conditions or interest rates that could impact the ultimate value of the project or the borrower’s ability to secure permanent financing.
Commercial & Industrial – The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.
Agricultural – Loans secured by agricultural assets are generally made for the purpose of acquiring land devoted to crop production, cattle or poultry or the operation of a similar type of business on the secured property. Sources of repayment for these loans generally include income generated from operations of a business on the property, rental income or sales of the property. Credit risk in these loans may be impacted by crop and commodity prices, the creditworthiness of a borrower, and changes in economic conditions which might affect underlying property values and the local economies in the Company’s market areas.
Consumer – The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors, such as unemployment and general economic conditions in the Company’s market area and the creditworthiness of a borrower.
Loan grades are numbered 1 through 4. Grade 1 is considered satisfactory. The grades of 2 and 3, or Watch and Special Mention, respectively, represent loans of lower quality and are considered criticized. Grade of 4, or Substandard, refers to loans that are classified.
| • | Grade 1 (Pass) – These loans generally conform to Bank policies, and are characterized by policy conforming advance rates on collateral, and have well-defined repayment sources. In addition, these credits are extended to borrowers and/or guarantors with a strong balance sheet and either substantial liquidity or a reliable income history. |
| • | Grade 2 (Watch) – These loans are still considered “Pass” credits; however, various factors such as industry stress, material changes in cash flow or financial conditions, or deficiencies in loan documentation, or other risk issues determined by the Lending Officer, Commercial Loan Committee (CLC), or Credit Quality Committee (CQC) warrant a heightened sense and frequency of monitoring. |
| • | Grade 3 (Special Mention) – These loans must have observable weaknesses or evidence of imprudent handling or structural issues. The weaknesses require close attention and the remediation of those weaknesses is necessary. No risk of probable loss exists. Credits in this category are expected to quickly migrate to a “2” or a “4” as this is viewed as a transitory loan grade. |
| • | Grade 4 (Substandard) – These loans are not adequately protected by the sound worth and debt service capacity of the borrower, but may be well secured. They have defined weaknesses relative to cash flow, collateral, financial condition, or other factors that might jeopardize repayment of all of the principal and interest on a timely basis. There is the possibility that a future loss will occur if weaknesses are not remediated. |
The Company evaluates the definitions of loan grades and the allowance for credit losses methodology on an ongoing basis. No changes were made to either during theperiod ended June 30, 2026.
The following tables presents the amortized cost of the Company’s loan portfolio by year of origination based on internal rating category as of June 30, 2026 and December 31, 2025, respectively (dollars in thousands).
| As of June 30, 2026 | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving Loans Amortized Cost Basis | Total |
|---|---|---|---|---|---|---|---|---|
| Construction & development | ||||||||
| Grade | ||||||||
| 1 (Pass) | $66,450 | $100,755 | $52,616 | $3,966 | $813 | $420 | $7,098 | $232,118 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | - | - | - | - | - | - | - |
| 4 (Substandard) | 2,889 | - | - | - | - | 77 | - | 2,966 |
| Total construction & development | 69,339 | 100,755 | 52,616 | 3,966 | 813 | 497 | 7,098 | 235,084 |
| 1 - 4 family real estate | ||||||||
| Grade | ||||||||
| 1 (Pass) | 53,657 | 30,706 | 26,987 | 10,823 | 4,774 | 6,617 | 2,924 | 136,488 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | - | - | - | - | - | - | - |
| 4 (Substandard) | - | - | - | - | - | - | - | - |
| Total 1 - 4 family real estate | 53,657 | 30,706 | 26,987 | 10,823 | 4,774 | 6,617 | 2,924 | 136,488 |
| Commercial real estate - other | ||||||||
| Grade | ||||||||
| 1 (Pass) | 104,943 | 229,214 | 81,753 | 62,835 | 76,347 | 16,564 | 856 | 572,512 |
| 2 (Watch) | - | - | - | 17,814 | - | - | - | 17,814 |
| 3 (Special Mention) | - | - | 6,862 | - | - | - | - | 6,862 |
| 4 (Substandard) | - | - | - | 1,535 | - | 54 | - | 1,589 |
| Total commercial real estate - other | 104,943 | 229,214 | 88,615 | 82,184 | 76,347 | 16,618 | 856 | 598,777 |
| Commercial and industrial | ||||||||
| Grade | ||||||||
| 1 (Pass) | 98,678 | 155,103 | 53,368 | 11,040 | 25,018 | 7,220 | 147,668 | 498,095 |
| 2 (Watch) | - | - | - | - | - | - | 38,500 | 38,500 |
| 3 (Special Mention) | 5,011 | - | - | - | - | - | - | 5,011 |
| 4 (Substandard) | - | 1,075 | - | 532 | - | - | - | 1,607 |
| Total commercial and industrial | 103,689 | 156,178 | 53,368 | 11,572 | 25,018 | 7,220 | 186,168 | 543,213 |
| Agricultural | ||||||||
| Grade | ||||||||
| 1 (Pass) | 9,881 | 18,594 | 13,433 | 2,827 | 3,015 | 6,279 | 17,005 | 71,034 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | - | - | - | - | - | - | - |
| 4 (Substandard) | 1,979 | - | 142 | - | - | - | 820 | 2,941 |
| Total agricultural | 11,860 | 18,594 | 13,575 | 2,827 | 3,015 | 6,279 | 17,825 | 73,975 |
| Consumer | ||||||||
| Grade | ||||||||
| 1 (Pass) | 2,943 | 2,774 | 1,724 | 553 | 201 | 2,470 | 1,935 | 12,600 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | - | - | - | - | - | - | - |
| 4 (Substandard) | - | - | - | - | - | - | - | - |
| Total consumer | 2,943 | 2,774 | 1,724 | 553 | 201 | 2,470 | 1,935 | 12,600 |
| Total loans | $346,431 | $538,221 | $236,885 | $111,925 | $110,168 | $39,701 | $216,806 | $1,600,137 |
| As of December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans Amortized Cost Basis | Total |
|---|---|---|---|---|---|---|---|---|
| Construction & development | ||||||||
| Grade | ||||||||
| 1 (Pass) | $130,881 | $72,299 | $6,397 | $823 | $400 | $181 | $11,707 | $222,688 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | 1,323 | - | - | - | - | - | 1,323 |
| 4 (Substandard) | 555 | - | - | - | - | - | - | 555 |
| Total construction & development | 131,436 | 73,622 | 6,397 | 823 | 400 | 181 | 11,707 | 224,566 |
| 1 - 4 family real estate | ||||||||
| Grade | ||||||||
| 1 (Pass) | 54,582 | 31,454 | 20,341 | 6,561 | 5,202 | 4,808 | 3,174 | 126,122 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | - | - | - | - | - | - | - |
| 4 (Substandard) | - | - | - | - | - | - | - | - |
| Total 1 - 4 family real estate | 54,582 | 31,454 | 20,341 | 6,561 | 5,202 | 4,808 | 3,174 | 126,122 |
| Commercial real estate - other | ||||||||
| Grade | ||||||||
| 1 (Pass) | 253,967 | 94,375 | 97,115 | 91,061 | 16,978 | 7,215 | 423 | 561,134 |
| 2 (Watch) | - | - | 18,077 | - | - | - | - | 18,077 |
| 3 (Special Mention) | - | 6,893 | - | - | - | - | - | 6,893 |
| 4 (Substandard) | 1,423 | - | - | - | - | 70 | - | 1,493 |
| Total commercial real estate - other | 255,390 | 101,268 | 115,192 | 91,061 | 16,978 | 7,285 | 423 | 587,597 |
| Commercial and industrial | ||||||||
| Grade | ||||||||
| 1 (Pass) | 272,946 | 62,009 | 19,177 | 27,798 | 3,208 | 4,605 | 115,509 | 505,252 |
| 2 (Watch) | - | - | - | - | - | - | 37,285 | 37,285 |
| 3 (Special Mention) | 18,128 | 655 | - | - | - | - | 125 | 18,908 |
| 4 (Substandard) | 2,384 | 3,429 | - | - | - | 22 | - | 5,835 |
| Total commercial and industrial | 293,458 | 66,093 | 19,177 | 27,798 | 3,208 | 4,627 | 152,919 | 567,280 |
| Agricultural | ||||||||
| Grade | ||||||||
| 1 (Pass) | 33,761 | 17,078 | 4,757 | 4,146 | 5,493 | 1,751 | 20,143 | 87,129 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | 2,280 | 32 | - | - | 282 | - | 1,185 | 3,779 |
| 4 (Substandard) | - | - | - | - | - | - | - | - |
| Total agricultural | 36,041 | 17,110 | 4,757 | 4,146 | 5,775 | 1,751 | 21,328 | 90,908 |
| Consumer | ||||||||
| Grade | ||||||||
| 1 (Pass) | 4,548 | 2,188 | 857 | 371 | 995 | 1,957 | 1,978 | 12,894 |
| 2 (Watch) | - | - | - | - | - | - | - | - |
| 3 (Special Mention) | - | - | - | - | - | - | - | - |
| 4 (Substandard) | - | - | - | - | - | - | - | - |
| Total consumer | 4,548 | 2,188 | 857 | 371 | 995 | 1,957 | 1,978 | 12,894 |
| Total loans | $775,455 | $291,735 | $166,721 | $130,760 | $32,558 | $20,609 | $191,529 | $1,609,367 |
There wereno charge-offs for the six months ended June 30, 2026.
The following tables presents the gross charge-offs of the Company’s loan portfolio by year of origination based on internal rating categoryfor the six months ended June 30, 2025 (dollars in thousands).
| For the six months ended June 30, 2025 · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Revolving Loans Amortized Cost Basis · Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Construction & development · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - | ||||||||||||||
| 1 - 4 family real estate · - · - · - · - · - · - · - · - | ||||||||||||||
| Commercial real estate - other | - | 197 | - | - | - | - | - | 197 | ||||||
| Commercial and industrial | - | - | - | - | - | - | - | - | ||||||
| Agricultural | - | - | - | - | - | - | - | - | ||||||
| Consumer | - | 3 | - | - | - | - | - | 3 | ||||||
| Total current-period gross charge-offs | $ | - | $200 | $ | - | $ | - | $ | - | $ | - | $ | - | $200 |
Aged Analysis of Past Due Loans Receivable
The following table presents the Company’s loan portfolio aging analysis of the recorded investment in loans as of June 30, 2026 and December 31, 2025 (dollars in thousands):
| Past Due | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 30–59 Days · 60–89 Days · Greater than 90 Days · Total · Current · Total Loans · Total Loans > 90 Days & Accruing | |||||||||||
| Construction & development | $ | - | $77 | $ | - | $77 | $235,007 | $235,084 | $ | - | |
| 1 - 4 family real estate | - | 38 | - | 38 | 136,450 | 136,488 | - | ||||
| Commercial real estate - other | 6,862 | - | - | 6,862 | 591,915 | 598,777 | - | ||||
| Commercial & industrial | 532 | - | - | 532 | 542,681 | 543,213 | - | ||||
| Agricultural | - | - | - | - | 73,975 | 73,975 | - | ||||
| Consumer | - | - | - | - | 12,600 | 12,600 | - | ||||
| Total | $7,394 | $115 | $ | - | $7,509 | $1,592,628 | $1,600,137 | $ | - | ||
| Construction & development | $79 | $ | - | $ | - | $79 | $224,487 | $224,566 | $ | - | |
| 1 - 4 family real estate | 47 | - | - | 47 | 126,075 | 126,122 | - | ||||
| Commercial real estate - other | - | 1,423 | - | 1,423 | 586,174 | 587,597 | - | ||||
| Commercial & industrial | 1,702 | 80 | 3,429 | 5,211 | 562,069 | 567,280 | - | ||||
| Agricultural | - | - | - | - | 90,908 | 90,908 | - | ||||
| Consumer | 30 | - | - | 30 | 12,864 | 12,894 | - | ||||
| Total | $1,858 | $1,503 | $3,429 | $6,790 | $1,602,577 | $1,609,367 | $ | - | |||
Nonaccrual Loans
The following table presents information regarding nonaccrual loansas of June 30, 2026 and December 31, 2025 (dollars in thousands):
| With an Allowance · No Allowance · Total Non- Accrual Loans · Related Allowance | ||||||
|---|---|---|---|---|---|---|
| Construction & development | $ | - | $2,889 | $2,889 | $ | - |
| 1 - 4 family real estate | - | - | - | - | ||
| Commercial real estate - other | - | 1,588 | 1,588 | - | ||
| Commercial & industrial | 1,577 | 30 | 1,607 | 296 | ||
| Agricultural | - | 211 | 211 | - | ||
| Consumer | - | - | - | - | ||
| Total | $1,577 | $4,718 | $6,295 | $296 | ||
| With an Allowance · No Allowance · Total Non- Accrual Loans · Related Allowance | ||||||
|---|---|---|---|---|---|---|
| Construction & development | $ | - | $555 | $555 | $ | - |
| 1 - 4 family real estate | - | - | - | - | ||
| Commercial real estate - other | - | 70 | 70 | - | ||
| Commercial & industrial | 623 | 5,212 | 5,835 | 255 | ||
| Agricultural | - | - | - | - | ||
| Consumer | - | - | - | - | ||
| Total | $623 | $5,837 | $6,460 | $255 | ||
Interest income recognized on the nonaccrual loans for the three and six months ended June 30, 2026, and 2025 was considered immaterial.
Collateral Dependent Loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the three months ended June 30, 2026 and June 30, 2025, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent. At a minimum, the estimated value of the collateral for loan equals the current book value.
The following table summarizes collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows (dollars in thousands):
| Collateral Type | ||||||
|---|---|---|---|---|---|---|
| Real Estate · Business Assets · Total · Specific Allocation | ||||||
| Construction & development | $2,965 | $ | - | $2,965 | $ | - |
| 1 - 4 family real estate | - | - | - | - | ||
| Commercial real estate - other | 1,589 | - | 1,589 | - | ||
| Commercial & industrial | - | 1,607 | 1,607 | 296 | ||
| Agricultural | 1,779 | 1,163 | 2,942 | - | ||
| Consumer | - | - | - | - | ||
| Total | $6,333 | $2,770 | $9,103 | $296 | ||
| Collateral Type | ||||||
|---|---|---|---|---|---|---|
| Real Estate · Business Assets · Total · Specific Allocation | ||||||
| Construction & development | $555 | $ | - | $555 | $ | - |
| 1 - 4 family real estate | - | - | - | - | ||
| Commercial real estate - other | 1,492 | - | 1,492 | - | ||
| Commercial & industrial | - | 5,770 | 5,770 | 200 | ||
| Agricultural | - | - | - | - | ||
| Consumer | - | - | - | - | ||
| Total | $2,047 | $5,770 | $7,817 | $200 | ||
Loan Modifications to Borrowers Experiencing Financial Difficulty
As part of the Company’s ongoing risk management practices, the Company attempts to work with borrowers experiencing financial difficulty and when necessary to extend or modify loan terms to better align with their current ability to repay. Modifications could include extension of the maturity date, reductions of the interest rate, reduction or forgiveness of accrued interest, or principal forgiveness. Combinations of these modifications may also be made for individual loans. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Principal reductions may be made in limited circumstances, typically for specific commercial loan workouts, and in the event of borrower bankruptcy. Each occurrence is unique to the borrower and is evaluated separately. A change to the allowance for credit losses is generally not recorded upon modification because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance methodology.
The assessment of whether a borrower is experiencing financial difficulty can be subjective in nature and management’s judgment may be required in making this determination. The Company may determine that a borrower is experiencing financial difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future absent a modification. Many aspects of a borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty.
During the three months ended June 30, 2026, the Company modifiedno loans to borrowers experiencing financial difficulty.
During the three months ended June 30, 2025, the Company modifiedtwo loans for borrowers experiencing financial difficulty. One of these modifications involved a construction and development loan that received a term extension, and the other involved a commercial real estate loan that received a term extension and a payment delay. As of June 30, 2025, the period-end amortized cost basis of these modified loans was as follows:
| • | The modified construction and development loan had an amortized cost basis of $1.3 million, received a term extension of 3 months and represented 0.7% of the total construction and development loan portfolio. |
| • | The modified commercial real estate loan had an amortized cost basis of $2.7 million, received a term extension of 7 months and a payment delay of 7 months, and represented 0.5% of the total commercial real estate loan portfolio. |
During the six months ended June 30, 2026, the Company modified four loans for borrowers experiencing financial difficulty. Two of these modifications were related to a single borrower relationship and consisted ofone construction and development loan andone commercial and industrial loan, both of which received a term extension. The remainingtwo modifications involvedone commercial real estate loan andone commercial and industrial loan, both of which received a term extension. As of June 30, 2026, the period-end amortized cost basis of these modified loans was as follows:
| • | The modified construction and development loan had an amortized cost basis of $1.3 million, received a term extension of 36 months, and represented 0.6% of the total construction and development loan portfolio. |
| • | The modified commercial real estate loan had an amortized cost basis of $2.1 million, received a term extension of ten months, and represented 0.4% of the total commercial real estate loan portfolio. |
| • | The modified commercial and industrial loans consisted of two loans that had a combined amortized cost basis of $1.2 million. One loan with an amortized cost basis of $1.1 million that received a term extension of 12 months, and one loan that had an amortized cost basis of $0.1 million that received a term extension of 36 months. Combined, these modifications represented 0.2% of the total commercial and industrial loan portfolio. |
During the six months ended June 30, 2025, the Company modified eight loans for borrowers experiencing financial difficulty. Six of these modifications were related to a single borrower relationship and consisted ofone construction and development loan andfive commercial and industrial loans, all of which received term extensions. The remainingtwo modifications involvedone commercial real estate loan andone commercial and industrial loan, both of which received a term extension and a payment delay. As of June 30, 2025, the period-end amortized cost basis of these modified loans was as follows:
| • | The modified construction and development loan had an amortized cost basis of $1.3 million, received a term extension of 3 months and represented 0.7% of the total construction and development loan portfolio. |
| • | The modified commercial real estate loan had an amortized cost basis of $2.7 million, received a term extension of 7 months and a payment delay of 7 months, and represented 0.5% of the total commercial real estate loan portfolio. |
| • | The modified commercial and industrial loans consisted of five loans that had a combined amortized cost basis of $0.8 million that received a weighted-average term extension of 38 months, and one loan that had an amortized cost basis of $3.5 million that received a term extension of 24 months and a payment delay of 24 months. Combined, these modifications represented 0.8% of the total commercial and industrial loan portfolio. |
The Company closely monitors the performance of loans modified for borrowers experiencing financial difficulty. There were no loans modified for borrowers experiencing financial difficulty that subsequently defaulted during the 12-month period ended June 30, 2026.
Note 6: Shareholders’ Equity
On October 26, 2023, the Company adopted a Repurchase Plan (the “Plan”) authorizing the repurchase of up to 750,000 shares of the Company’s stock. On August 20, 2025, the Board of Directors approved the renewal of the Plan. Stock repurchases under the Plan take place pursuant to a Rule 10b5-1 Plan with pricing and purchasing parameters established by management. The Plan may be suspended or discontinued at any time. There wereno share repurchases under the Plan during the period ending June 30, 2026.
A summary of the activity under the repurchase plan is as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Number of shares repurchased | - | - |
| Average price of shares repurchased · $ · - · $ · - | ||
| Shares remaining to be repurchased | 750,000 | 750,000 |
The Company and Bank are subject to risk-based capital guidelines issued by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under GAAP, regulatory reporting requirements and regulatory capital standards. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s and the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.
Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of total, Tier I, and Common Equity capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined). Management believes, as of June 30, 2026, that the Company and Bank meet all capital adequacy requirements to which it is subject and maintains capital conservation buffers that allow the Company and Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to certain executive officers.
As of June 30, 2026, the most recent notification from the Federal Deposit Insurance Corporation (FDIC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.
The Company’s and Bank’s actual capital amounts and ratios are presented in the following table (dollars in thousands):
| Actual · Minimum Capital Requirements · With Capital Conservation Buffer · Minimum To Be Well Capitalized Under Prompt Corrective Action | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount · Ratio · Amount · Ratio · Amount · Ratio · Amount · Ratio | ||||||||
| Total capital to risk-weighted assets | ||||||||
| Company | $276,957 | 16.35% | $135,507 | 8.00% | $177,853 | 10.50% | N/A | N/A |
| Bank | 276,917 | 16.36% | 135,426 | 8.00% | 177,747 | 10.50% | $169,283 | 10.00% |
| Tier I capital to risk-weighted assets | ||||||||
| Company | 256,981 | 15.17% | 101,630 | 6.00% | 143,976 | 8.50% | N/A | N/A |
| Bank | 256,941 | 15.18% | 101,570 | 6.00% | 143,890 | 8.50% | 135,426 | 8.00% |
| Common equity tier I capital to risk-weighted assets | ||||||||
| Company | 256,981 | 15.17% | 76,223 | 4.50% | 118,569 | 7.00% | N/A | N/A |
| Bank | 256,941 | 15.18% | 76,177 | 4.50% | 118,498 | 7.00% | 110,034 | 6.50% |
| Tier I capital to average assets | ||||||||
| Company | 256,981 | 13.88% | 74,056 | 4.00% | N/A | N/A | N/A | N/A |
| Bank | 256,941 | 13.88% | 74,056 | 4.00% | N/A | N/A | 92,570 | 5.00% |
| Total capital to risk-weighted assets | ||||||||
| Company | $261,451 | 15.24% | $137,201 | 8.00% | $180,076 | 10.50% | N/A | N/A |
| Bank | 261,411 | 15.25% | 137,120 | 8.00% | 179,970 | 10.50% | $171,400 | 10.00% |
| Tier I capital to risk-weighted assets | ||||||||
| Company | 241,580 | 14.09% | 102,901 | 6.00% | 145,776 | 8.50% | N/A | N/A |
| Bank | 241,540 | 14.09% | 102,840 | 6.00% | 145,690 | 8.50% | 137,120 | 8.00% |
| Common equity tier I capital to risk-weighted assets | ||||||||
| Company | 241,580 | 14.09% | 77,175 | 4.50% | 120,051 | 7.00% | N/A | N/A |
| Bank | 241,540 | 14.09% | 77,130 | 4.50% | 119,980 | 7.00% | 111,410 | 6.50% |
| Tier I capital to average assets | ||||||||
| Company | 241,580 | 12.82% | 75,370 | 4.00% | N/A | N/A | N/A | N/A |
| Bank | 241,540 | 12.82% | 75,370 | 4.00% | N/A | N/A | 94,213 | 5.00% |
The federal banking agencies require that banking organizations meet several risk-based capital adequacy requirements. The current risk-based capital standards applicable to the Company and the Bank are based on the Basel III Capital Rules established by the Basel Committee on Banking Supervision (the “Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. The requirements are intended to ensure that banking organizations have adequate capital given the risk levels of assets and off-balance sheet financial instruments.
The Basel III Capital Rules require the Bank and the Company to comply with four minimum capital standards: a Tier 1 leverage ratio of at least 4.0%; a Common Equity Tier 1 (“CET1”) capital to risk-weighted assets of 4.5%; a Tier 1 capital to risk-weighted assets of at least 6.0%; and a total capital to risk-weighted assets of at least 8.0%. The calculation of all types of regulatory capital is subject to definitions, deductions and adjustments specified in the regulations.
The Basel III Capital Rules also require a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital requirements. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of CET1 to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer) are subject to limitations on certain activities, including payment of dividends, share repurchases and discretionary bonuses to executive officers based on the amount of the shortfall.
As of June 30, 2026, the Company’s and the Bank’s capital ratios exceeded the minimum capital adequacy guideline percentage requirements under the Basel III Capital Rules on a fully phased-in basis.
The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At June 30, 2026, approximately $89.9 million of retained earnings was available for dividend declaration from the Bank without prior regulatory approval.
Note 7: Related-Party Transactions
At June 30, 2026 and December 31, 2025, the Company had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties) in the amount of $9.9 millionand $10.5 million, respectively. A summary of these loans is as follows (dollars in thousands):
| Balance Beginning of the Period · Additions · Collections/ Terminations · Balance End of the Period | |||||
|---|---|---|---|---|---|
| For the six months ended June 30, 2026 | $10,451 | $ | - | $(568) | $9,883 |
| Year ended December 31, 2025 | $10,846 | $544 | $(939) | $10,451 | |
The Company holds deposits from related parties, including directors, executive officers, and their related interests. Related party deposits totaled $63.6 million and $66.6 million as of June 30, 2026, and December 31, 2025, respectively. These deposit balances represented 23.87% and 26.55% of total stockholders’ equity at June 30, 2026 and December 31, 2025, respectively. All such deposits were made in the ordinary course of business on substantially the same terms, including interest rates, as those prevailing at the time for comparable transactions with other persons.
The Bank leases office and retail banking space in Oklahoma City and Woodward, Oklahoma from Central Park on Lincoln, LLC and Haines Realty Investments Company, LLC, respectively, both related parties of the Company. Lease payments totaled $83,000 and $82,000 for the three months ended June 30, 2026 and 2025, respectively and$165,000 and $163,000 for the six months ended June 30, 2026 and 2025, respectively. In addition, payroll and office sharing arrangements were in place between the Company and certain of its affiliates.
Note 8: Employee Benefits
401(k) Savings Plan
The Company has a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to the maximum legal limit with the Company matching up to 5% of the employee’s salary. Employer contributions charged to expense for the three months ended June 30, 2026 and 2025 totaled $143,000 and$133,000, respectively. Employer contributions charged to expense for the six months ended June 30, 2026 and 2025 totaled $272,000 and $249,000, respectively.
Stock-Based Compensation
The Company adopted the Bank7 Corp. 2018 Equity Incentive Plan (the “Incentive Plan”) in September 2018. The Incentive Plan permits the grant of restricted stock units and nonqualified incentive stock options. The Incentive Plan will terminate in September 2028, if not extended. Compensation expense related to the Incentive Plan for the three months ended June 30, 2026 and 2025 totaled $595,000 and $762,000, respectively. Compensation expense related to the Incentive Plan for the sixmonths ended June 30, 2026 and 2025 totaled $1.3 million and $1.4 million, respectively. There were 719,581 shares available for future grants as of June 30, 2026.
The Company grants to employees and directors restricted stock units (RSUs) which vest ratably overone, three, four, five, oreight years and stock options which vest ratably over four years. All RSUs and stock options are granted at the fair value of the common stock at the time of the award. The RSUs are considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the vesting and/or service period.
The Company uses newly issued shares for granting RSUs and stock options.
The following table is a summary of the stock option activity under the Bank7 Corp. 2018 Equity Incentive Plan (dollar amounts in thousands, except share and per share data):
| Options | Wgtd. Avg. Exercise Price | Wgtd. Avg. Remaining Contractual Term | Aggregate Intrinsic Value | |
|---|---|---|---|---|
| Outstanding at December 31, 2025 | 66,375 | $16.96 | ||
| Options granted | - | - | ||
| Options exercised | (2,500) | 19.00 | ||
| Options forfeited | - | - | ||
| Outstanding at June 30, 2026 | 63,875 | 16.88 | 3.51 | $2,048,600 |
| Exercisable at June 30, 2026 | 63,375 | $16.81 | 3.49 | $2,036,625 |
| Options | Wgtd. Avg. Exercise Price | Wgtd. Avg. Remaining Contractual Term | Aggregate Intrinsic Value | |
|---|---|---|---|---|
| Outstanding at December 31, 2024 | 75,688 | $16.79 | ||
| Options granted | - | - | ||
| Options exercised | (8,063) | 14.31 | ||
| Options forfeited | - | - | ||
| Outstanding at June 30, 2025 | 67,625 | 17.09 | 4.51 | $1,673,340 |
| Exercisable at June 30, 2025 | 65,875 | $16.90 | 4.44 | $1,642,470 |
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period.
There wereno new grants for the six months ended June 30, 2026 and 2025.
The following table summarizes share information about RSUs for the six months ended June 30, 2026 and 2025:
| Number of Shares | Wgtd. Avg. Grant Date Fair Value | |
|---|---|---|
| Outstanding at December 31, 2025 | 250,671 | $35.38 |
| Shares granted | - | - |
| Shares vested | (80,925) | 32.67 |
| Shares forfeited | (1,450) | 32.62 |
| End of the period balance | 168,296 | $36.71 |
| Number of Shares | Wgtd. Avg. Grant Date Fair Value | |
|---|---|---|
| Outstanding at December 31, 2024 | 236,239 | $27.54 |
| Shares granted | 69,589 | 43.17 |
| Shares vested | (74,463) | 26.95 |
| Shares forfeited | - | - |
| End of the period balance | 231,365 | $32.43 |
As of June 30, 2026, there wasapproximately $5.1 million of unrecognized compensation expense relatedto 168,296 unvested RSUsand $5,000 of unrecognized compensation expense related to 63,875 unvested and/or unexercised stock options. The RSU expense is expected to be recognized over a weighted average period of 3.58 years, the stock option expense is expected to be recognized over a weighted average periodof 0.32 years.
As of June 30, 2025, there was approximately $6.3 million of unrecognized compensation expense related to 231,365 unvested RSUs and $11,000 of unrecognized compensation expense related to 67,625 unvested and/or unexercised stock options. The RSU expense is expected to be recognized over a weighted average period of 1.15 years, the stock option expense is expected to be recognized over a weighted average period of 3.00 years.
Note 9: Disclosures About Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
| Level 1 | Quoted prices in active markets for identical assets or liabilities |
| Level 2 | 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 for substantially the full term of the assets or liabilities |
| Level 3 | Unobservable inputs supported by little or no market activity and significant to the fair value of the assets or liabilities |
Recurring Measurements
Assets and liabilities measured at fair value on a recurring basis include the following:
Available-for-sale securities: Debt securities classified as available-for-sale, as discussed in Note 4, are reported at fair value utilizing Level 2 inputs. For those debt securities classified as Level 2, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data for similar securities, market consensus prepayments speeds, credit information and the security’s terms and conditions, among other things.
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2026 and December 31, 2025 (dollars in thousands):
| Fair Value · (Level 1) · (Level 2) · (Level 3) | ||||||
|---|---|---|---|---|---|---|
| Collateral-dependent loans | $1,281 | $ | - | $ | - | $1,281 |
| Collateral-dependent loans | $369 | $ | - | $ | - | $369 |
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Collateral-Dependent Loans, Net of Allowance for Credit Losses
The estimated fair value of collateral-dependent loans is based on fair value, less estimated cost to sell. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy.
The Company considers appraisal analysis as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Values of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by executive management and loan administration. Values are reviewed for accuracy and consistency by executive management and loan administration. The ultimate collateral values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.
Unobservable (Level 3) Inputs
The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements at June 30, 2026 and December 31, 2025 (dollars in thousands):
| Fair Value | Valuation Technique | Unobservable Inputs | |
|---|---|---|---|
| Collateral-dependent loans | $1,281 | Estimated cash to be received pending liquidation of collateral | Estimated cost to sell |
| Collateral-dependent loans | $369 | Estimated cash to be received pending liquidation of collateral | Estimated cost to sell |
The following table presents estimated fair values of the Company’sfinancial instruments not recorded at fair value at June 30, 2026 and December 31, 2025 (dollars in thousands):
| Carrying Amount · Fair Value Measurements | ||||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | ||||||||
| Financial Assets | ||||||||
| Cash and due from banks | $220,585 | $220,585 | $ | - | $ | - | $220,585 | |
| Interest-bearing time deposits in other banks | 1,494 | - | 1,494 | - | 1,494 | |||
| Loans, net | 1,577,838 | - | 1,595,583 | 1,281 | 1,596,864 | |||
| Loans held for sale | 5,156 | - | 5,156 | - | 5,156 | |||
| Nonmarketable equity securities | 1,183 | - | 1,183 | - | 1,183 | |||
| Interest receivable | 8,485 | - | 8,485 | - | 8,485 | |||
| Financial Liabilities | ||||||||
| Deposits | $1,637,803 | $ | - | $1,637,115 | $ | - | $1,637,115 | |
| Interest payable | 1,142 | - | 1,142 | - | 1,142 | |||
| Financial Assets | ||||||||
| Cash and due from banks | $244,635 | $244,635 | $ | - | $ | - | $244,635 | |
| Interest-bearing time deposits in other banks | 10,457 | - | 10,457 | - | 10,457 | |||
| Loans, net | 1,587,024 | - | 1,605,518 | 369 | 1,605,887 | |||
| Loans held for sale | 2,078 | - | 2,078 | - | 2,078 | |||
| Nonmarketable equity securities | 1,165 | - | 1,165 | - | 1,165 | |||
| Interest receivable | 8,822 | - | 8,822 | - | 8,822 | |||
| Financial Liabilities | ||||||||
| Deposits | $1,700,833 | $ | - | $1,700,646 | $ | - | $1,700,646 | |
| Interest payable | 1,122 | - | 1,122 | - | 1,122 | |||
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value:
Cash and Due from Banks, Interest-Bearing Time Deposits in Other Banks, Nonmarketable Equity Securities, Interest Receivable, Interest Payable
The carrying amount approximates fair value.
Loans
The Company determines fair value of loans by using exit market price assumptions including factors such as liquidity, credit quality and risk of nonperformance. The fair value is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Because these loans are typically sold shortly after origination, their carrying value generally approximates fair value.
Deposits
Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount of these deposits approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.
Commitments to Extend Credit, Lines of Credit and Standby Letters of Credit
The fair values of unfunded commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The fair values of standby letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The estimated fair values of the Company’s commitments to extend credit, lines of credit and standby letters of credit were not material at June 30, 2026 and December 31, 2025.
Note 10: Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the accompanying consolidated balance sheets. The following summarizes those financial instruments with contract amounts representing credit risk as of June 30, 2026 and December 31, 2025 (dollars in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Commitments to extend credit | $349,061 | $324,748 |
| Financial and performance standby letters of credit | 15,218 | 19,540 |
| $364,279 | $344,288 |
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Each instrument generally has fixed expiration dates or other termination clauses. Since many of the instruments are expected to expire without being drawn upon, total commitments to extend credit amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness 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 customer. Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
The reserve for unfunded loan commitments totaled $464,000 at June 30, 2026 and December 31, 2025.
Note 11: Concentrations
GAAP requires disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for credit losses arereflected in Note 5 regarding loans.
As of June 30, 2026, hospitality loans were 18.2% of gross total loans with outstanding balances of $290.9 million and unfunded commitments of $16.6 million; energy loans were 8.1% of gross total loans with outstanding balances of $130.3 million and unfunded commitments of $79.3 million.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.