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ServisFirst Bancshares Inc

For the period ended Mar 31, 2024. Filed May 8, 2024.

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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.

Mar 31, 2024 · Filed May 8, 2024

SFBS$41.50-0.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Consolidated Financial Statements

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
March 31, 2024 · December 31, 2023
(Unaudited)(1)
ASSETS
Cash and due from banks$78,708$123,430
Interest-bearing balances due from depository institutions1,201,5661,907,083
Federal funds sold170,625100,575
Cash and cash equivalents1,450,8992,131,088
Available-for-sale debt securities, at fair value1,073,929900,183
Held-to-maturity debt securities (fair value of $785,270 and $907,191, respectively)867,696982,664
Restricted equity securities11,30010,226
Mortgage loans held for sale7,5925,074
Loans11,880,69611,658,829
Less allowance for credit losses(155,892)(153,317)
Loans, net11,724,80411,505,512
Premises and equipment, net59,30259,324
Accrued interest and dividends receivable61,40759,181
Deferred tax asset, net60,29262,918
Other real estate owned and repossessed assets490995
Bank owned life insurance contracts294,786292,759
Goodwill13,61513,615
Other assets95,518106,129
Total assets$15,721,630$16,129,668
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest-bearing demand$2,627,639$2,643,101
Interest-bearing10,123,80910,630,410
Total deposits12,751,44813,273,511
Federal funds purchased1,345,3281,256,724
Other borrowings64,73764,735
Accrued interest and dividends payable26,82227,545
Other liabilities57,25966,748
Total liabilities14,245,59414,689,263
Stockholders' equity:
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at March 31, 2024 and December 31, 2023--
Common stock, par value $0.001 per share; 200,000,000 shares authorized: 54,507,778 shares issued and outstanding at March 31, 2024; and 54,461,580 shares issued and outstanding at December 31, 20235454
Additional paid-in capital233,560232,605
Retained earnings1,288,5141,254,841
Accumulated other comprehensive loss(46,592)(47,595)
Total stockholders' equity attributable to ServisFirst Bancshares, Inc.1,475,5361,439,905
Noncontrolling interest500500
Total stockholders' equity1,476,0361,440,405
Total liabilities and stockholders' equity$15,721,630$16,129,668

(1) Derived from audited financial statements.

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
(Unaudited)
Three Months Ended March 31,
20242023
Interest income:
Interest and fees on loans$186,978$163,732
Taxable securities15,97910,895
Nontaxable securities921
Federal funds sold541614
Other interest and dividends23,2036,060
Total interest income226,710181,322
Interest expense:
Deposits104,06655,713
Borrowed funds20,14917,308
Total interest expense124,21573,021
Net interest income102,495108,301
Provision for credit losses4,3684,197
Net interest income after provision for credit losses98,127104,104
Noninterest income:
Service charges on deposit accounts2,1501,934
Mortgage banking678442
Credit card income2,1551,689
Bank-owned life insurance income3,2311,621
Other operating income599635
Total noninterest income8,8136,321
Noninterest expense:
Salaries and employee benefits22,98619,066
Equipment and occupancy3,5573,435
Third party processing and other services7,1667,284
Professional services1,4641,654
FDIC and other regulatory assessments3,9051,517
Other real estate owned306
Other operating expense7,1956,702
Total noninterest expense46,30339,664
Income before income taxes60,63770,761
Provision for income taxes10,61112,790
Net income50,02657,971
Dividends on preferred stock--
Net income available to common stockholders$50,026$57,971
Basic earnings per common share$0.92$1.07
Diluted earnings per common share$0.92$1.06
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended March 31,
20242023
Net income$50,026$57,971
Other comprehensive income (loss), net of tax
Unrealized net holding gains (losses) arising during period from securities available-for-sale, net of $2,373 and $(221) for the three months ended March 31, 2024 and 2023, respectively1,138(667)
Amortization of net unrealized gains on securities transferred from available-for-sale to held-to-maturity, net of tax of $(37) and $(46) for the three months ended March 31, 2024 and 2023, respectively(135)(129)
Other comprehensive income (loss), net of tax1,003(796)
Comprehensive income$51,029$57,175
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
(Unaudited)
Three Months Ended March 31,
Accumulated
Additional · Other · Total
Common · Preferred · Common · Paid-in · Retained · Comprehensive · Noncontrolling · Stockholders'
Shares · Stock · Stock · Capital · Earnings · Income (Loss) · Interest · Equity
Balance, January 1, 202354,326,527$-$54$229,693$1,109,902$(42,253)$500$1,297,896
Common dividends declared, $0.28 per share----(15,233)--(15,233)
Dividends on nonvested restricted stock recognized as compensation expense----41--41
Issue restricted shares pursuant to stock incentives, net of forfeitures20,713-------
Issue shares of common stock upon exercise of stock options50,785--846---846
24,215 shares of common stock withheld in net settlement upon exercise of stock options---(1,716)---(1,716)
Stock-based compensation expense---808---808
Other comprehensive loss, net of tax-----(796)-(796)
Net income----57,971--57,971
Balance, March 31, 202354,398,025$-$54$229,631$1,152,681$(43,049)$500$1,339,817
Balance, January 1, 202454,461,580$-$54$232,605$1,254,841$(47,595)$500$1,440,405
Common dividends declared, $0.30 per share----(16,353)--(16,353)
Issue restricted shares pursuant to stock incentives, net of forfeitures39,912-------
Issue shares of common stock upon exercise of stock options6,286--130---130
2,014 shares of common stock withheld in net settlement upon exercise of stock options---(133)---(133)
Stock-based compensation expense---958---958
Other comprehensive income, net of tax-----1,003-1,003
Net income----50,026--50,026
Balance, March 31, 202454,507,778$-$54$233,560$1,288,514$(46,592)$500$1,476,036
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
Three Months Ended March 31,
20242023
OPERATING ACTIVITIES
Net income$50,026$57,971
Adjustments to reconcile net income to net cash provided by operations
Deferred benefit tax2,62649
Provision for credit losses4,3684,197
Depreciation1,0991,071
Accretion on acquired loans4949
Amortization of investments in tax credit partnerships2,8373,345
Net (accretion) amortization of debt securities available-for-sale(197)128
Increase in accrued interest and dividends receivable(2,226)(2,078)
Stock-based compensation expense958808
(Decrease) Increase in accrued interest and dividends payable(723)1,926
Proceeds from sale of mortgage loans held for sale37,63516,320
Originations of mortgage loans held for sale(39,475)(15,922)
Gain on sale of mortgage loans held for sale(678)(442)
Net gain on sale of other real estate owned and repossessed assets(95)-
Increase in cash surrender value of life insurance contracts(3,231)(1,621)
Net change in other assets, liabilities, and other operating activities500(10,652)
Net cash provided by operating activities53,47355,149
INVESTMENT ACTIVITIES
Purchases of debt securities available-for-sale(198,269)-
Proceeds from maturities, calls and paydowns of debt securities available-for-sale24,72418,853
Purchases of debt securities held-to-maturity(9,936)-
Proceeds from maturities, calls and paydowns of debt securities held-to-maturity124,90411,960
Purchases of restricted equity securities(1,074)(12,750)
Proceeds from sale of restricted equity securities-13,177
Investment in tax credit partnerships and SBIC(25)(538)
(Increase) decrease in loans(223,799)56,588
Purchases of premises and equipment(1,077)(1,314)
Proceeds from sale of other real estate owned and repossessed assets690-
Net cash (used in) provided by investing activities(283,862)85,976
FINANCING ACTIVITIES
Net decrease in non-interest-bearing deposits(15,462)(422,611)
Net (decrease) increase in interest-bearing deposits(506,601)491,123
Net increase (decrease) in federal funds purchased88,604(138,638)
FHLB advances-300,000
Repayment of FHLB advances-(300,000)
Proceeds from exercise of stock options130846
Taxes paid in net settlement of tax obligation upon exercise of stock options(133)(1,716)
Dividends paid on common stock(16,338)(15,211)
Net cash used in financing activities(449,800)(86,207)
Net (decrease) increase in cash and cash equivalents(680,189)54,918
Cash and cash equivalents at beginning of period2,131,088816,053
Cash and cash equivalents at end of period$1,450,899$870,971
SUPPLEMENTAL DISCLOSURE
Cash paid for:
Interest$124,938$71,095
Income taxes6,9771,920
NONCASH TRANSACTIONS
Other real estate acquired in settlement of loans$90$1,046
Dividends on nonvested restricted stock reclassified as compensation expense-41
Dividends declared16,35315,233

SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

NOTE1 - GENERAL

The accompanying consolidated financial statements in this report have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including Regulation S-X and the instructions for Form10-Q, and havenot been audited. These consolidated financial statements donot include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments necessary to present fairly the consolidated financial position and the consolidated results of operations for the interim periods have been made. All such adjustments are of a normal nature. The consolidated results of operations arenot necessarily indicative of the consolidated results of operations that ServisFirst Bancshares, Inc. (the “Company”)* mayachieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Form10*-K for the year ended* December 31, 2023.*

NOTE2 - CASH AND CASH EQUIVALENTS

Cash on hand, cash items in process of collection, amounts due from banks, and federal funds sold are included in cash and cash equivalents.

NOTE3 - EARNINGS PER COMMON SHARE

Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options. The difference in earnings per share under thetwo-class method wasnot significant for thethree month periods ended* March 31, 2024and2023.*

Three Months Ended March 31,
20242023
(In Thousands, Except Shares and Per Share Data)
Earnings per common share
Weighted average common shares outstanding54,491,01954,360,253
Net income available to common stockholders$50,026$57,971
Basic earnings per common share$0.92$1.07
Weighted average common shares outstanding54,491,01954,360,253
Dilutive effects of assumed conversions and exercise of stock options and warrants104,365174,229
Weighted average common and dilutive potential common shares outstanding54,595,38454,542,899
Net income available to common stockholders$50,026$57,971
Diluted earnings per common share$0.92$1.06

NOTE4 - SECURITIES

The amortized cost and fair value of available-for-sale and held-to-maturity securities at* March 31, 2024and December 31, 2023*are summarized as follows:

8

Gross · Gross
Amortized · Unrealized · Unrealized · Market
Cost · Gain · Loss · Value
March 31, 2024 · (In Thousands)
Debt Securities Available-for-Sale
U.S. Treasury Securities$494,156$10$(197)$493,969
Mortgage-backed securities281,343249(26,677)254,915
State and municipal securities11,1421(1,186)9,958
Corporate debt352,68460(37,657)315,086
Total$1,139,325$320$(65,716)$1,073,929
Debt Securities Held-to-Maturity
U.S. Treasury Securities$393,932$-$(25,065)$368,868
Mortgage-backed securities465,6955(56,634)409,066
State and municipal securities8,069-(733)7,336
Total$867,696$5$(82,431)$785,270
Debt Securities Available-for-Sale
U.S. Treasury Securities$340,556$251$-$340,807
Mortgage-backed securities241,4586(25,979)215,485
State and municipal securities11,4001(1,178)10,223
Corporate debt375,676-(42,009)333,667
Total$969,090$258$(69,166)$900,183
Debt Securities Held-to-Maturity
U.S. Treasury Securities$508,985$-$(24,718)$484,267
Mortgage-backed securities465,6153(50,025)415,593
State and municipal securities8,063-(732)7,331
Total$982,664$3$(75,475)$907,191

The amortized cost and fair value of debt securities as of* March 31, 2024and December 31, 2023by contractual maturity are shown below. Actual maturities maydiffer from contractual maturities of mortgage-backed securities since the mortgages underlying the securities maybe called or prepaid with or without penalty. Therefore, these securities arenot* included in the maturity categories along with the other categories of debt securities.

March 31, 2024December 31, 2023
Amortized CostMarket ValueAmortized CostMarket Value
(In Thousands)
Debt securities available-for-sale
Due within one year$430,857$430,760$350,400$350,396
Due from one to five years132,967129,77970,01667,334
Due from five to ten years291,157256,407304,216264,893
Due after ten years3,0002,0683,0002,076
Mortgage-backed securities281,343254,915241,458215,485
$1,139,325$1,073,929$969,090$900,183
Debt securities held-to-maturity
Due within one year$144,940$144,283$260,047$257,835
Due from one to five years253,772229,043203,481185,741
Due from five to ten years3,2892,87853,52148,022
Mortgage-backed securities465,695409,066465,615415,593
$867,696$785,270$982,664$907,191

All mortgage-backed securities are with government-sponsored enterprises (GSEs) such as Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Bank, and Federal Home Loan Mortgage Corporation.

Restricted equity securities are comprised entirely of restricted investment in Federal Home Loan Bank stock for membership requirements.

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes as required by law was $1.48 billion and $1.49 billion as of* March 31, 2024and December 31, 2023,*respectively.

The following table identifies, as of* March 31, 2024and December 31, 2023,the Company’s investment securities that have been in a continuous unrealized loss position for less than12* months and those that have been in a continuous unrealized loss position for12 or more months.

9

Less Than Twelve Months · Twelve Months or More · Total
Gross · Gross · Gross
Unrealized · Unrealized · Unrealized
Losses · Fair Value · Losses · Fair Value · Losses · Fair Value
(In Thousands)
Debt Securities available-for-sale
U.S. Treasury Securities$(197)$479,762$-$-$(197)$479,762
Government Agency Securities------
Mortgage-backed securities(2)161(26,674)205,195(26,677)205,356
State and municipal securities--(1,186)9,512(1,186)9,512
Corporate debt(2,392)11,108(35,265)294,003(37,657)305,111
Total$(2,591)$491,031$(63,125)$508,710$(65,716)$999,741
Debt Securities held-to-maturity
U.S. Treasury Securities$-$-$(25,065)$368,868$(25,065)$368,868
Mortgage-backed securities(162)9,895(56,471)393,887(56,634)405,323
State and municipal securities--(733)7,086(733)7,086
Total$(162)$9,895$(82,269)$771,382$(82,431)$779,735
Debt Securities available-for-sale
Mortgage-backed securities$(6)$704$(25,973)$214,393$(25,979)$215,097
State and municipal securities--(1,178)9,777(1,178)9,777
Corporate debt(794)15,141(41,214)311,666(42,009)326,807
Total$(801)$15,845$(68,365)$535,836$(69,166)$551,681
Debt Securities held-to-maturity
U.S. Treasury Securities$-$-$(24,718)$484,267$(24,718)$484,267
Mortgage-backed securities(1)430(50,024)411,585(50,025)412,015
State and municipal securities--(732)7,081(732)7,081
Total$(1)$430$(75,474)$902,933$(75,475)$903,363

At* March 31, 2024and2023,* no allowance for credit losses (“ACL”) has been recognized on available-for-sale debt securities in an unrealized loss position as the Company doesnot believe any of the debt securities are credit impaired. This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available-for-sale debt securities. The issuers of these debt securities continue to make timely principal and interest payments under the contractual terms of the securities. The Company doesnot intend to sell these debt securities and it is more likely thannot that the Company willnot be required to sell the debt securities before recovery of their amortized cost, which* maybe at maturity. The unrealized losses are due to increases in market interest rates over the yields available at the time the debt securities were purchased. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities willnot* be settled at prices less than the amortized cost bases of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Historical loss rates associated with securities having similar grades as those in our portfolio have generallynot been significant. Furthermore, as of* March 31, 2024and2023,* there wereno past due principal or interest payments associated with these securities. Based upon (i) the issuer’s strong bond ratings and (ii) azero historical loss rate, no allowance for credit losses has been recorded for held-to-maturity State and Municipal Securities as such amount isnot material at* March 31, 2024and2023.* All debt securities in an unrealized loss position as of* March 31, 2024continue to perform as scheduled and the Company doesnot* believe there is a possible credit loss or that an allowance for credit loss on these debt securities is necessary.

NOTE5 – LOANS

The loan portfolio is classified based on the underlying collateral utilized to secure each loan for financial reporting purposes. This classification is consistent with the Quarterly Report of Condition and Income filed by ServisFirst Bank with the Federal Deposit Insurance Corporation (FDIC).

10

Commercial, financial and agricultural - Includes loans to business enterprises issued for commercial, industrial, agricultural production and/or other professional purposes. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.

Real estate–* construction*– Includes loans secured by real estate to finance land development or the construction of industrial, commercial or residential buildings. Repayment is dependent upon the completion and eventual sale, refinance or operation of the related real estate project.

Owner-occupied commercial real estate mortgage– Includes loans secured by nonfarm nonresidential properties for which the primary source of repayment is the cash flow from the ongoing operations conducted by the party that owns the property.

1-4 family real estate mortgage– Includes loans secured by residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower.

Other real estate mortgage– Includes loans secured by nonowner-occupied properties, including office buildings, industrial buildings, warehouses, retail buildings, multifamily residential properties and farmland. Repayment is primarily dependent on income generated from the underlying collateral.

Consumer– Includes loans to individualsnot secured by real estate. Repayment is dependent upon the personal cash flow of the borrower.

The following table details the Company’s loans at* March 31, 2024and December 31, 2023:*

March 31,December 31,
20242023
(Dollars In Thousands)
Commercial, financial and agricultural$2,834,102$2,823,986
Real estate - construction1,546,7161,519,619
Real estate - mortgage:
Owner-occupied commercial2,377,0422,257,163
1-4 family mortgage1,284,8881,249,938
Other mortgage3,777,7583,744,346
Subtotal: Real estate - mortgage7,439,6887,251,447
Consumer60,19063,777
Total Loans11,880,69611,658,829
Less: Allowance for credit losses(155,892)(153,317)
Net Loans$11,724,804$11,505,512
Commercial, financial and agricultural23.85%24.22%
Real estate - construction13.02%13.03%
Real estate - mortgage:
Owner-occupied commercial20.01%19.36%
1-4 family mortgage10.81%10.72%
Other mortgage31.80%32.12%
Subtotal: Real estate - mortgage62.62%62.20%
Consumer0.51%0.55%
Total Loans100.00%100.00%

The credit quality of the loan portfolio is summarizedno less frequently than quarterly using categories similar to the standard asset classification system used by the federal banking agencies. The following table presents credit quality indicators for the credit loss portfolio segments and classes. These categories are utilized to develop the associated allowance for credit losses using historical losses adjusted for current economic conditions defined as follows:

●Pass – loans which are well protected by the current net worth and paying capacity of the obligor (or obligors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral.
●Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.
●Substandard – loans that exhibit well-defined weakness or weaknesses that presently jeopardize debt repayment. These loans are characterized by the distinct possibility that the institution will sustain some loss if the weaknesses are not corrected.
●Doubtful – loans that have all the weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable.

11

The table below presents loan balances classified by credit quality indicator, loan type and based on year of origination as of* March 31, 2024:*

March 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving · Revolving lines of credit converted to term loans · Total
(In Thousands)
Commercial, financial and agricultural
Pass$107,544$316,897$437,779$344,676$149,733$234,363$1,141,682$430$2,733,104
Special Mention7374031,7694,2774,6926,41926,880245,179
Substandard - accruing5011,364-38542727,4065,176-35,259
Substandard -Non-accrual-3,5752262,38520611,7862,382-20,560
Total Commercial, financial and agricultural$108,782$322,239$439,774$351,723$155,058$279,974$1,176,120$432$2,834,102
Current-period gross write-offs$-$-$-$-$-$1,106$736$-$1,842
Real estate - construction
Pass$48,543$254,568$847,543$252,588$50,092$20,705$68,975$-$1,543,014
Special Mention-590------590
Substandard - accruing--1,997--973--2,970
Substandard -Non-accrual--34----108142
Total Real estate - construction$48,543$255,158$849,574$252,588$50,092$21,678$68,975$108$1,546,716
Owner-occupied commercial
Pass$80,143$171,911$517,845$528,261$290,718$669,803$58,928$834$2,318,443
Special Mention-5,3598,7857928,27915,957--39,172
Substandard - accruing-1,333-6,847-2,506--10,686
Substandard -Non-accrual-----8,741--8,741
Total Owner-occupied commercial$80,143$178,603$526,630$535,900$298,997$697,007$58,928$834$2,377,042
1-4 family mortgage
Pass$61,318$155,581$369,024$220,533$77,073$97,362$289,012$-$1,269,903
Special Mention-7094282,2697644,862905-9,937
Substandard - accruing-----424117-541
Substandard -Non-accrual-1564331,0006431,475800-4,507
Total 1-4 family mortgage$61,318$156,446$369,885$223,802$78,480$104,123$290,834$-$1,284,888
Current-period gross write-offs$-$-$-$62$-$-$5$-$67
Other mortgage
Pass$82,631$156,951$1,129,986$1,090,507$429,593$774,646$91,073$247$3,755,634
Special Mention--5,034--751--5,785
Substandard - accruing--4,958660-10,215--15,833
Substandard -Non-accrual-----506--506
Total Other mortgage$82,631$156,951$1,139,978$1,091,167$429,593$786,118$91,073$247$3,777,758
Consumer
Pass$1,102$21,705$3,467$4,377$1,662$3,849$24,028$-$60,190
Special Mention---------
Substandard - accruing---------
Total Consumer$1,102$21,705$3,467$4,377$1,662$3,849$24,028$-$60,190
Current-period gross write-offs$-$8$-$-$-$-$90$-$98
Total Loans
Pass$381,281$1,077,613$3,305,644$2,440,942$998,871$1,800,728$1,673,698$1,511$11,680,288
Special Mention7377,06116,0167,33813,73527,98927,7852100,663
Substandard - accruing5012,6976,9557,89242741,5245,293-65,289
Substandard -Non-accrual-3,7316933,38584922,5083,18210834,456
Total Loans$382,519$1,091,102$3,329,308$2,459,557$1,013,882$1,892,749$1,709,958$1,621$11,880,696
Current-period gross write-offs$-$8$-$62$-$1,106$831$-$2,007

12

Loans by credit quality indicator, loan type and based on year of origination as of* December 31, 2023*were as follows:

December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving · Revolving lines of credit converted to term loans · Total
(In Thousands)
Commercial, financial and agricultural
Pass$341,335$455,281$354,034$162,543$100,032$151,527$1,161,324$491$2,726,567
Special Mention4,2751,9825,1055,7651,3203,54921,769743,772
Substandard - accruing1,410-2,8303689,50127,9624,360-46,431
Substandard -Non-accrual-2767206-3,3362,905-7,216
Total Commercial, financial and agricultural$347,020$457,265$362,736$168,882$110,853$186,374$1,190,358$498$2,823,986
Current-period gross write-offs$1,213$4,690$2,531$779$4$2,014$1,998$-$13,229
Real estate - construction
Pass$216,745$874,903$283,012$49,668$4,866$16,558$72,156$-$1,517,908
Special Mention589-------589
Substandard - accruing-33---978--1,011
Substandard -Non-accrual-------111111
Total Real estate - construction$217,334$874,936$283,012$49,668$4,866$17,536$72,156$111$1,519,619
Current-period gross write-offs$-$-$19$-$-$-$-$89$108
Owner-occupied commercial
Pass$148,915$478,364$517,667$300,978$181,864$512,752$64,170$844$2,205,554
Special Mention5,3691,4117,7058,3178,5307,539--38,871
Substandard - accruing1,358----4,292--5,650
Substandard -Non-accrual----2,3294,759--7,088
Total Owner-occupied commercial$155,642$479,775$525,372$309,295$192,723$529,342$64,170$844$2,257,163
Current-period gross write-offs$-$-$-$-$117$-$-$-$117
1-4 family mortgage
Pass$166,927$376,964$228,183$75,104$40,697$61,046$286,066$-$1,234,987
Special Mention5747212,5041,0093,865439727-9,839
Substandard - accruing-----425261-686
Substandard -Non-accrual155380741572877901800-4,426
Total 1-4 family mortgage$167,656$378,065$231,428$76,685$45,439$62,811$287,854$-$1,249,938
Current-period gross write-offs$-$40$-$-$-$14$-$-$54
Other mortgage
Pass$162,418$1,119,609$1,106,055$448,781$249,059$540,325$100,516$247$3,727,010
Special Mention------850-850
Substandard - accruing-4,975---11,005--15,980
Substandard -Non-accrual----130376--506
Total Other mortgage$162,418$1,124,584$1,106,055$448,781$249,189$551,706$101,366$247$3,744,346
Current-period gross write-offs$-$-$-$-$-$-$-$-$-
Consumer
Pass$22,227$3,890$4,542$1,794$1,295$2,687$27,342$-$63,777
Special Mention---------
Substandard - accruing---------
Substandard -Non-accrual---------
Total Consumer$22,227$3,890$4,542$1,794$1,295$2,687$27,342$-$63,777
Current-period gross write-offs$-$-$-$-$4$49$1,020$-$1,073
Total Loans
Pass$1,058,567$3,309,011$2,493,493$1,038,868$577,813$1,284,895$1,711,574$1,582$11,475,803
Special Mention10,8074,11415,31415,09113,71511,52723,346793,921
Substandard - accruing2,7685,0082,8303689,50144,6624,621-69,758
Substandard -Non-accrual1553821,5087783,3369,3723,70511119,347
Total Loans$1,072,297$3,318,515$2,513,145$1,055,105$604,365$1,350,456$1,743,246$1,700$11,658,829
Current-period gross write-offs$1,213$4,730$2,550$779$125$2,077$3,018$89$14,581

13

Loans by performance status as of* March 31, 2024and December 31, 2023*were as follows:

March 31, 2024PerformingNonperformingTotal
(In Thousands)
Commercial, financial and agricultural$2,813,190$20,912$2,834,102
Real estate - construction1,546,5741421,546,716
Real estate - mortgage:
Owner-occupied commercial2,368,3018,7412,377,042
1-4 family mortgage1,280,3814,5071,284,888
Other mortgage3,777,2525063,777,758
Total real estate - mortgage7,425,93413,7547,439,688
Consumer60,1612960,190
Total$11,845,859$34,837$11,880,696
December 31, 2023PerformingNonperformingTotal
(In Thousands)
Commercial, financial and agricultural$2,816,599$7,387$2,823,986
Real estate - construction1,519,5081111,519,619
Real estate - mortgage:
Owner-occupied commercial2,250,0747,0892,257,163
1-4 family mortgage1,243,6036,3351,249,938
Other mortgage3,743,8405063,744,346
Total real estate - mortgage7,237,51713,9307,251,447
Consumer63,67210563,777
Total$11,637,296$21,533$11,658,829

Loans by past due status as of* March 31, 2024and December 31, 2023*were as follows:

March 31, 2024Past Due Status (Accruing Loans)
Total Past · Total · Nonaccrual
30-59 Days60-89 Days90+ DaysDueNonaccrualCurrentTotal LoansWith No ACL
(In Thousands)
Commercial, financial and agricultural$9,962$444$351$10,757$20,561$2,802,784$2,834,102$4,479
Real estate - construction----1421,546,5741,546,716142
Real estate - mortgage:
Owner-occupied commercial1,241103-1,3448,7412,366,9572,377,0426,939
1-4 family mortgage3,623951-4,5744,5071,275,8071,284,8881,199
Other mortgage----5063,777,2523,777,758506
Total real estate - mortgage4,8641,054-5,91813,7547,420,0167,439,6888,644
Consumer1157429218-59,97260,190-
Total$14,941$1,572$380$16,893$34,457$11,829,346$11,880,696$13,265

14

December 31, 2023Past Due Status (Accruing Loans)
Total Past · Total · Nonaccrual
30-59 Days60-89 Days90+ DaysDueNonaccrualCurrentTotal LoansWith No ACL
(In Thousands)
Commercial, financial and agricultural$3,418$3,718$170$7,306$7,217$2,809,4632,823,986$5,028
Real estate - construction-34-341111,519,4741,519,619-
Real estate - mortgage:
Owner-occupied commercial----7,0892,250,0742,257,1637,089
1-4 family mortgage5404,9201,9097,3694,4261,238,1431,249,9381,224
Other mortgage67610,703-11,3795063,732,4613,744,346506
Total real estate - mortgage1,21615,6231,90918,74812,0217,220,6787,251,4478,819
Consumer5831105194-63,58363,777-
Total$4,692$19,406$2,184$26,282$19,349$11,613,19811,658,829$13,847

Under the current expected credit losses (“CECL”) methodology, the ACL is measured on a collective basis for pools of loans with similar risk characteristics. For loans that donot share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated loan losses for all loan segments are adjusted for changes in qualitative factorsnot inherently considered in the quantitative analyses.

The Company uses the discounted cash flow (“DCF”) method to estimate ACL for all loan pools except for commercial revolving lines of credit and credit cards. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment rate as a loss driver. The Company also utilizes and forecasts GDP growth as asecond loss driver for its agricultural and consumer loan pools. Consistent forecasts of the loss drivers are used across the loan segments. At* March 31, 2024and December 31, 2023,the Company utilized a reasonable and supportable forecast period oftwelve* months followed by asix-month straight-line reversion to long term averages. The Company leveraged economic projections from reputable and independent sources to inform its loss driver forecasts. The Company expects national unemployment to rise and national GDP growth rate to decline compared to the* December 31, 2023*forecast.

The Company uses a loss-rate method to estimate expected credit losses for its commercial revolving lines of credit and credit card pools. The commercial revolving lines of credit pool incorporates a probability of default (“PD”) and loss given default (“LGD”) modeling approach. This approach involves estimating the pool average life and then using historical correlations of default and loss experience over time to calculate the lifetime PD and LGD. Thesetwo inputs are then applied to the outstanding pool balance. The credit card pool incorporates a remaining life modeling approach, which utilizes an attrition-based method to estimate the remaining life of the pool. A quarterly average loss rate is then calculated using the Company’s historical loss data. The model reduces the pool balance quarterly on a straight-line basis over the estimated life of the pool. The quarterly loss rate is multiplied by the outstanding balance at each period-end resulting in an estimated loss for each quarter. The sum of estimated loss for all quarters is the total calculated reserve for the pool. Management has also applied the loss-rate method to commercial and industrial (“C&I”) lines of credit and to credit cards due to their generally short-term nature. An expected loss ratio is applied based on internal and peer historical losses.

Each loan pool is adjusted for qualitative factorsnot inherently considered in the quantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that are relevant within the qualitative framework, which include the following: lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions.

Inherent risks in the loan portfolio will differ based on type of loan. Specific risk characteristics by loan portfolio segment are listed below:

Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company* mayhave difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may*be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.

Real estate construction loansinclude risks associated with the borrower’s credit-worthiness, contractor’s qualifications, borrower and contractor performance, and the overall risk and complexity of the proposed project. Construction lending is also subject to risks associated with sub-market dynamics, including population, employment trends and household income. During times of economic stress, this type of loan has typically had a greater degree of risk than other loan types.* *

Real estate mortgage loansconsist of loans secured by commercial and residential real estate. Commercial real estate lending is dependent upon successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans* may*be adversely affected by conditions in the real estate market or the general economy. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. Residential real estate lending risks are generally less significant than those of other loans. Real estate lending risks include fluctuations in the value of real estate, bankruptcies, economic downturns and customer financial problems.

15

Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans but less risky than commercial loans. Risk of default is usually determined by the well-being of the local economies. During times of economic stress, there is usually some level of job loss both nationally and locally, which directly affects the ability of the consumer to repay debt.

The following table presents changes in the ACL, segregated by loan type, for thethree months ended* March 31, 2024and March 31, 2023.*

Commercial,
financial and · Real estate - · Real estate -
agriculturalconstructionmortgageConsumerTotal
(In Thousands)
Allowance for credit losses:
Balance at December 31, 2023$52,121$44,658$55,126$1,412$153,317
Charge-offs(1,842)-(67)(98)(2,007)
Recoveries199-69214
Provision5441,0312,5752184,368
Balance at March 31, 2024$51,022$45,689$57,640$1,541$155,892
Allowance for credit losses:
Balance at December 31, 2022$42,830$42,889$58,652$1,926$146,297
Charge-offs(1,257)-(26)(390)(1,673)
Recoveries1283111143
Provision1,193(2,409)4,5308834,197
Balance at March 31, 2023$42,894$40,483$63,157$2,430$148,964

We maintain an ACL on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The ACL is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability account on the Consolidated Balance Sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense. The ACL on unfunded commitments was $742,000 at* March 31, 2024and $575,000 at December 31, 2023.The provision expense for unfunded commitments for thethree* months ended* March 31, 2024and2023* was $167,000 andzero, respectively.

Loans thatno longer share similar risk characteristics with collectively evaluated pools are estimated on an individual basis. 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. The following table summarizes collateral-dependent gross loans held for investment by collateral type as follows:

Accounts · ACL
March 31, 2024Real EstateReceivableEquipmentOtherTotalAllocation
(In Thousands)
Commercial, financial and agricultural$18,467$3,834$3,673$29,841$55,815$15,495
Real estate - construction2,142--9723,114-
Real estate - mortgage:
Owner-occupied commercial19,476---19,476241
1-4 family mortgage15,542---15,5421,580
Other mortgage5,808---5,808568
Total real estate - mortgage40,826---40,8262,389
Consumer------
Total$61,435$3,834$3,673$30,813$99,755$17,884

16

Accounts · ACL
December 31, 2023Real EstateReceivableEquipmentOtherTotalAllocation
(In Thousands)
Commercial, financial and agricultural$20,266$7,240$2,126$24,016$53,648$16,189
Real estate - construction145--9781,1231
Real estate - mortgage:
Owner-occupied commercial12,038--69812,736475
1-4 family mortgage15,694---15,6941,058
Other mortgage5,062--8005,862603
Total real estate - mortgage32,794--1,49834,2922,136
Consumer------
Total$53,205$7,240$2,126$26,492$89,063$18,326

The table below details the amortized cost basis at the end of the reporting period for loans made to borrowers experiencing financial difficulty that were modified during thethree months ended* March**31,* 2024 and2023:

Payment Deferral
Term · and Term · Percentage of
Extensions · Extensions · Total · Total Loans
(In Thousands)
Commercial, financial and agricultural$5,568$-$5,5680.05%
Real estate - construction973-9730.01%
Owner-occupied commercial1,501-1,5010.01%
1-4 family mortgage424-424-%
Other mortgage9,913-9,9130.08%
Total$18,379$-$18,3790.15%
Payment Deferral
Term · and Term · Percentage of
Extensions · Extensions · Total · Total Loans
(In Thousands)
Commercial, financial and agricultural$28,335$-$28,3350.24%
Owner-occupied commercial237017240.01%
1-4 family mortgage214-214-%
Other mortgage11,25435911,6130.10%
Total$39,827$1,060$40,8860.35%

The following table summarizes the financial impacts of loan modifications made to borrowers experiencing financial difficulty during thethree months ended* March 31, 2024and2023:*

Total Payment
Term ExtensionsDeferral
(In months)(In Thousands)
Commercial, financial and agricultural · 1 to 6 · $ · -
Real estate - construction12-
Owner-occupied commercial12-
1-4 family mortgage12-
Other mortgage11-

17

Total Payment
Term ExtensionsDeferral
(In months)(In Thousands)
Commercial, financial and agricultural · 3 to 12 · $ · -
Real estate - construction6-
Owner-occupied commercial3 to 1849
1-4 family mortgage3-
Other mortgage3 to 3659

No loans modified on or after* March 31, 2023,were past due greater than30* days or on non-accrual as of* March 31, 2024.*

As of* March 31, 2024,the Company didnot* have any loans made to borrowers experiencing financial difficulty that were modified during thefirst quarter of2024 that subsequently defaulted. For purposes of this disclosure, default is defined as90 days past due and still accruing or placement on nonaccrual status.

NOTE6 – LEASES

The Company leases space under non-cancelable operating leases for several of its banking offices and certain office equipment. The leases have remaining terms up to 15 years. At* March 31, 2024,the Company had lease right-of-use assets and lease liabilities totaling $25.3 million and $26.3 million, respectively, compared to $26.5 million and $27.4 million, respectively at December 31, 2023,*which are reflected in other assets and other liabilities, respectively, in the Company’s Consolidated Balance Sheets.

Maturities of operating lease liabilities are as follows:

(In Thousands)
2024 (remaining)$3,872
20254,933
20264,106
20273,537
20282,684
thereafter11,901
Total lease payments31,033
Less: imputed interest(4,689)
Present value of operating lease liabilities$26,344

As of* March 31, 2024,*the weighted average remaining term of operating leases was 8.2 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.68%.

Operating cash flows related to leases were $1.4 million and $1.2 million for thethree months ended* March 31, 2024and2023,* respectively.

Lease costs during thethree months ended* March 31, 2024and2023* were as follows (in thousands):

Three Months Ended March 31,
20242023
Operating lease cost$1,393$1,230
Variable lease cost216191
Sublease income(5)(8)
Net lease cost$1,604$1,413

NOTE7 - EMPLOYEE AND DIRECTOR BENEFITS

Stock Incentive Plan

At* March 31, 2024,the Company had a stock incentive plan as described below. The compensation cost that has been charged to earnings for the plan was approximately $958,000 and $808,000 for thethree* months ended* March 31, 2024and2023,* respectively.

The Company’s2009 Amended and Restated Stock Incentive Plan authorizes the grant of up to 5,550,000 shares and allows for the issuance of Stock Appreciation Rights, Restricted Stock, Stock Options, Non-stock Share Equivalents, Performance Shares or Performance Units. The plan allows for the grant of incentive stock options and non-qualified stock options, and option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant. The maximum term of the options granted under the plan isten years.

The Company estimates the fair value of each stock option award using a Black-Scholes-Merton valuation model. Expected volatilities are based on the Company’s trading price history. The expected term for options granted is based on the short-cut method and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

There wereno grants of stock options duringfirst quarters of2024 and2023.

The following table summarizes stock option activity during thethree months ended* March 31, 2024and2023:*

Weighted
Weighted · Average
Average · Remaining
Exercise · Contractual · Aggregate
SharesPriceTerm (years)Intrinsic Value
(In Thousands)
Three Months Ended March 31, 2024:
Outstanding January 1, 2024165,800$24.352.9$7,211
Exercised(8,300)15.740.9420
Outstanding March 31, 2024157,500$24.802.7$6,744
Exercisable March 31, 2024140,000$22.632.1$6,122
Three Months Ended March 31, 2023:
Outstanding January 1, 2023280,000$19.433.0$14,088
Exercised(75,000)10.800.93,288
Outstanding March 31, 2023205,000$22.593.4$7,428
Exercisable March 31, 2023152,000$17.282.2$5,859

As of* March 31, 2024,*there was $35,000 of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the nextsix months.

Restricted Stock and Performance Shares

The Company periodically grants restricted stock awards that vest upon time-based service conditions. Dividend payments are made during the vesting period. The value of restricted stock is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period. As of* March 31, 2024,*there was $5.3 million of total unrecognized compensation cost related to non-vested time-based restricted stock. The cost is expected to be recognized evenly over the remaining 1.8 years of the restricted stock’s vesting period.

The Company periodically grants performance shares that give plan participants the opportunity to earn between 0% and 150% of the number of performance shares granted based on achieving certain performance metrics. The number of performance shares earned is determined by reference to the Company’s total shareholder return relative to a peer group of other publicly traded banks and bank holding companies during the performance period. The performance period is generally three years beginning on* January 1st of the year of the grant. The fair value of performance shares is determined using a Monte Carlo simulation model on the grant date. As of March 31, 2024,there was $1.2 million of total unrecognized compensation cost related to non-vested performance shares. As of March 31, 2024,*non-vested performance shares had a weighted average remaining time to vest of 2.1 years.

19

Restricted StockPerformance Shares
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Three Months Ended March 31, 2024:
Non-vested at January 1, 2024158,298$58.0831,944$58.25
Granted21,83567.128,89467.90
Additional performance share attainment--6,21668.18
Vested(25,107)48.19(18,653)37.05
Forfeited(576)71.43--
Non-vested at March 31, 2024154,450$60.9228,401$77.37
Three Months Ended March 31, 2023:
Non-vested at January 1, 2023141,580$56.3923,852$54.16
Granted27,25869.838,09170.29
Vested(17,521)48.32--
Forfeited(6,545)69.90--
Non-vested at March 31, 2023144,772$59.2931,943$58.25

NOTE8 - DERIVATIVES

The Company periodically enters into derivative contracts to manage exposures to movements in interest rates. The Company purchased an interest rate cap in* Mayof2020* to limit exposures to increases in interest rates. The interest rate cap wasnot designated as a hedging instrument but rather as a stand-alone derivative. The interest rate cap had an original term of 3 three years, a notional amount of $300 million and was tied to theone-month LIBOR rate with a strike rate of 0.50%. The fair value of the interest rate cap was carried on the Consolidated Balance Sheets in other assets and the change in fair value was recognized in noninterest income each quarter. The interest rate cap had a fair value of $1.2 million and remaining term ofone month at* March 31, 2023,and expired on May 4, 2023.*

The Company has entered into forward loan sale commitments with secondary market investors to deliver loans on a “best efforts delivery” basis, which donot meet the definition of a derivative instrument. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a30-day period. In the event the loan isnot delivered to the investor, the Company hasno risk or exposure with the investor. The interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. The fair values of the Company’s agreements with investors and rate lock commitments to customers as of* March 31, 2024and December 31, 2023werenot* material.

NOTE9 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In* March 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)2023-02, Investments-Equity Method and Joint Ventures (Topic323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.*These amendments allow entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits.

The amendments in this update permit reporting entities to elect to account for certain tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax benefits in the income statement as a component of income tax expense (benefit). To qualify for the proportional amortization method, all of the following conditions must be met: (i) It is probable that the income tax credits allocated to the tax equity investor will be available; (ii) The tax equity investor doesnot have the ability to exercise significant influence over the operating and financial policies of the underlying project; (iii) Substantially all of the projected benefits are from income tax credits and other income tax benefits. Projected benefits included income tax credits, other income tax benefits, and other non-income tax -related benefits. The projected benefits are determined on a discounted basis, using a discount rate that is consistent with the cash flow assumptions used by the tax equity investor in making its decision to invest in the project; (iv) The tax equity investor's projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive; and (v) The tax equity investor is a limited liability investor in the limited liability entity for both legal and tax purposes, and the tax equity investor's liability is limited to its capital investment. An accounting policy election is allowed to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity level or to individual investments. The amendments in this update require specific disclosures that must be applied to all investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method. The amendments require that a reporting entity disclose certain information in annual and interim reporting periods that enable investors to understand the following information about its investments that generate income tax credits and other income tax benefits from a tax credit program including: (i) The nature of its tax equity investments; and (ii) The effect of its tax equity investments and related income tax credits and other income tax benefits on its financial position and results of operations.

This ASU is effective for fiscal years beginning after* December 15, 2023,including interim periods within those fiscal years. The Company has determined that its equity investments in New Markets Tax Credits and Historic Tax Credits qualify for the proportional amortization method and has made the election to apply the proportional amortization method for these types of tax credits. The Company adopted the standard as of January 1, 2024using the modified retrospective method of adoption, and the adoption of this guidance didnot* have a material impact on the consolidated financial statements.

NOTE10 – RECENT ACCOUNTING PRONOUNCEMENTS

In* December 2023,the FASB issued ASUNo.* 2023-09,* Income Taxes (Topic740): Improvements to Income Tax Disclosures*. ASU2023-09 requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information to provide more transparency by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation table and (ii) income taxes paid, net of refunds, to be disaggregated by jurisdiction based on an established threshold. The amendments in this standard will be effective for the Company on* January 1, 2025.*The Company is currently evaluating the impact the amendments will have the consolidated financial statements and related disclosures.

20

In* November 2023,the FASB issued ASU2023*-07, Segment Reporting—Improvements to Reportable Segment Disclosures. This amendment is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other decision makers for additional, more detailed information about a reportable segment’s expenses. The amendment applies to all public entities that are required to report segment information in accordance with Topic280. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 31, 2024.Early adoption is permitted. The amendments are to be applied retrospectively to all periods presented and segment expense categories should be based on the categories identified at adoption. The Company doesnot* currently expect adoption of the amendment to have a material impact on its consolidated financial statements.

NOTE11 - FAIR VALUE MEASUREMENT

Measurement of fair value under U.S. GAAP establishes a hierarchy that prioritizes observable and unobservable inputs used to measure fair value, as of the measurement date, intothree broad levels, which are described below:

Level 1:Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2:Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3:Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.

Debt Securities.Where quoted prices are available in an active market, securities are classified within Level1 of the hierarchy. Level1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices arenot available, the Company generally relies on pricing services provided by independent vendors. Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio. As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, the Company investigates further to determine if the price is valid. If needed, other market participants* maybe utilized to determine the correct fair value. The Company has also reviewed and confirmed its determinations in discussions with the pricing service regarding their methods of price discovery. Securities measured with these techniques are classified within Level2* of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In cases where Level1 or Level2 inputs arenot available, as in the case of certain corporate securities, these securities are classified in Level3 of the hierarchy.

Derivative instruments. The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate curves, adjusted for counterparty credit risk. These measurements are classified as level2 within the valuation hierarchy.

Loans Individually Evaluated.Loans individually evaluated are measured and reported at fair value when full payment under the loan terms isnot probable. Loans individually evaluated are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value doesnot incorporate the exit-price concept of fair value described in ASC820-10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on appraisals performed by certified and licensed appraisers using inputs such as absorption rates, capitalization rates and market comparables, adjusted for estimated costs to sell. Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition. Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets. These measurements are classified as Level3 within the valuation hierarchy. Loans individually evaluated are subject to nonrecurring fair value adjustment upon initial recognition or subsequent individually evaluation. A portion of the ACL is allocated to loans individually evaluated if the value of such loans is deemed to be less than the unpaid balance. The range of fair value adjustments and weighted average adjustment as of* March 31, 2024was 0% to 68% and 24%, respectively. The range of fair value adjustments and weighted average adjustment as of December 31, 2023was 0% to 66% and 25% respectively. Loans individually evaluated are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above. The amount recognized to write-down individually evaluated loans that are measured at fair value on a nonrecurring basis was $1.1 million during thethree* months ended* March 31, 2024,and $2.3 million during thethree* months ended* March 31, 2023.*

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Other Real Estate Owned. Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the ACL subsequent to foreclosure. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. Appraisals are performed by certified and licensed appraisers. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value,not to exceed the new cost basis. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in absorption rates and market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition, which could result in adjustment to lower the property value estimates indicated in the appraisals. The range of fair value adjustments and weighted average adjustment as of* March 31, 2024was 25% to 100% and 49.7%, respectively. The range of fair value adjustments and weighted average adjustment as of December 31, 2023was 25% to 100% and 38.3%, respectively. These measurements are classified as Level3* within the valuation hierarchy. Net losses on the sale and write-downs of OREO of$95,000 during thethree months ended* March 31, 2024,compared tono losses during thethree* months ended* March 31, 2023.These charges were for write-downs in the value of OREO subsequent to foreclosure and losses on the disposal of OREO. OREO is classified within Level3* of the hierarchy.

There werefour residential real estate loans with an aggregate balance of $450,000 foreclosed and classified as OREO as of* March 31, 2024and compared tothree* residential real estate loan foreclosures for $360,000 as of* December 31, 2023.*

Three residential real estate loans for $547,000 were in the process of foreclosure as of* March 31, 2024.There werethree* residential real estate loans for $292,000 that were in the process of being foreclosed as of* December 31, 2023.*

The following table presents the Company’s financial assets carried at fair value on a recurring basis as of* March 31, 2024and December 31, 2023.There wereno liabilities measured at fair value on a recurring basis as of March 31, 2024and December 31, 2023.*

Fair Value Measurements at March 31, 2024 Using
Quoted Prices in
Active Markets · Significant Other · Significant
for Identical · Observable Inputs · Unobservable
Assets (Level 1) · (Level 2) · Inputs (Level 3) · Total
Assets Measured on a Recurring Basis: · (In Thousands)
Available for sale debt securities:
U.S. Treasury securities$493,969$-$-$493,969
Mortgage-backed securities-254,915-254,915
State and municipal securities-9,958-9,958
Corporate debt-315,086-315,086
Total available-for-sale debt securities493,969579,959-1,073,929
Total assets at fair value$493,969$579,959$-$1,073,929
Fair Value Measurements at December 31, 2023 Using
Quoted Prices in
Active Markets · Significant Other · Significant
for Identical · Observable Inputs · Unobservable
Assets (Level 1) · (Level 2) · Inputs (Level 3) · Total
Assets Measured on a Recurring Basis: · (In Thousands)
Available for sale debt securities:
U.S. Treasury securities$340,807$-$-$340,807
Mortgage-backed securities-215,485-215,485
State and municipal securities-10,223-10,223
Corporate debt-326,8086,860333,668
Total available-for-sale debt securities340,807552,5166,860900,183
Total assets at fair value$340,807$552,516$6,860$900,183

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The following table presents the Company’s financial assets carried at fair value on a nonrecurring basis as of* March 31, 2024and December 31, 2023.There wereno liabilities measured at fair value on a nonrecurring basis as of March 31, 2024and December 31, 2023.*

Fair Value Measurements at March 31, 2024 Using
Quoted Prices in
Active Markets · Significant Other · Significant
for Identical · Observable · Unobservable
Assets (Level 1) · Inputs (Level 2) · Inputs (Level 3) · Total
Assets Measured on a Nonrecurring Basis: · (In Thousands)
Loans individually evaluated$-$-$81,871$81,871
Other real estate owned and repossessed assets--490490
Total assets at fair value$-$-$82,361$82,361
Fair Value Measurements at December 31, 2023 Using
Quoted Prices in
Active Markets · Significant Other · Significant
for Identical · Observable · Unobservable
Assets (Level 1) · Inputs (Level 2) · Inputs (Level 3) · Total
Assets Measured on a Nonrecurring Basis: · (In Thousands)
Loans individually evaluated$-$-$70,735$70,735
Other real estate owned--995995
Total assets at fair value$-$-$71,730$71,730

There wereno liabilities measured at fair value on a non-recurring basis as of* March 31, 2024and December 31, 2023.*

In the case of the debt securities portfolio, the Company monitors the portfolio to ascertain when transfers between levels have been affected. For thethree months ended* March 31, 2024,there weretwo* transfers out of Level3 into Level2.

The table below includes a roll forward of the balance sheet amounts for the period ended* March 31, 2024and March 31, 2023 (including the change in fair value) for financial instruments classified by the Company within Level3* of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology:

For the period ended March 31,
2024 · 2023
Available-for-sale Securities · Available-for-sale Securities
(In Thousands)
Fair value, beginning of period$6,860$10,860
Transfers into Level 3--
Total realized gains included in income--
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at period-end(1,329)160
Purchases--
Transfers out of Level 3(5,531)(4,160)
Fair value, end of period$-$6,860

The fair value of a financial instrument is the current amount that would be exchanged in a sale between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there areno quoted market prices for the Company’s various financial instruments. In cases where quoted market prices arenot available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates* maynot* be realized in an immediate settlement of the instrument. Current U.S. GAAP excludes certain financial instruments and all nonfinancial instruments from its fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented* maynot* necessarily represent the underlying fair value of the Company.

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The estimated fair values of the Company’s financial instrumentsnot measured at fair value on a recurring or non-recurring basis as of* March 31, 2024and December 31, 2023*were as follows:

March 31, 2024 · December 31, 2023
CarryingCarrying
AmountFair ValueAmountFair Value
(In Thousands)
Financial Assets:
Level 1 Inputs:
Cash and cash equivalents$1,280,274$1,280,274$2,030,513$2,030,513
Held to maturity U.S. Treasury securities393,932368,868508,985484,267
Level 2 Inputs:
Federal funds sold170,625170,625100,575100,575
Held to maturity debt securities473,514416,152473,429422,674
Mortgage loans held for sale7,5927,5925,0715,071
Restricted equity securities11,30011,30010,22610,226
Level 3 Inputs:
Held to maturity debt securities250250250250
Loans, net11,642,93311,195,39911,505,51211,032,819
Financial Liabilities:
Level 2 Inputs:
Deposits$12,751,448$12,743,505$13,273,511$13,266,640
Federal funds purchased1,345,3281,345,3281,256,7241,256,724
Other borrowings64,73758,33764,73558,083

ITEM 2. MANAGEMENT’**S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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