FIRST BUSINESS FINANCIAL SERVICES, INC.
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 30, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Consolidated Financial Statements
Note 1 — Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
The accounting and reporting practices of First Business Financial Services, Inc. (“FBFS” or the “Corporation”), through our wholly-owned subsidiary, First Business Bank (“FBB” or the “Bank”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). FBB operates as a commercial banking institution primarily in Wisconsin and the greater Kansas City metropolitan area. The Bank provides a full range of financial services to businesses, business owners, executives, professionals, and high net worth individuals. FBB also offers bank consulting services to community financial institutions. The Bank is subject to competition from other financial institutions and service providers and is also subject to state and federal regulations.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Corporation’s Consolidated Financial Statements and footnotes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025. The unaudited Consolidated Financial Statements include the accounts of the Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Management of the Corporation is required to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that could significantly change in the near-term include the value of securities and interest rate swaps, level of the allowance for credit losses, lease residuals, property under operating leases, goodwill, and income taxes. The results of operations for thethree and nine months ended September 30, 2026 are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year ending December 31, 2026. Certain amounts in prior periods may have been reclassified to conform to the current presentation. Subsequent events have been evaluated through the date of the issuance of the unaudited Consolidated Financial Statements.
The Corporation has not changed its significant accounting and reporting policies from those disclosed in the Corporation’s Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).” This update improves the transparency and usefulness of financial statements by requiring companies to break down certain expense line items. This update is effective for fiscal years beginning after December 15, 2026. The Corporation will implement this standard when it becomes effective. The adoption of the standard only requires additional disclosures and therefore will not affect net income, stockholders' equity or cash flows.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This update modernizes the accounting for internal-use software. This update is effective for fiscal years beginning after December 15, 2027. The Corporation is assessing the impact of this standard.
In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Subtopic 815): Hedge Accounting Improvements." This update clarifies and improves hedge accounting requirements. This update is effective for fiscal years beginning after December 15, 2026. The Corporation is assessing the impact of this standard.
In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Subtopic 270): Narrow-Scope Improvements." This update clarifies interim disclosure requirements. This update is effective for fiscal years beginning after December 15, 2027. The Corporation plans to adopt this standard as required and it will not impact net income, stockholders' equity, or cash flows.
Note 2 — Earnings per Common Share
Earnings per common share are computed using the two-class method. Basic earnings per common share are computed by dividing net income allocated to common shares by the weighted-average number of shares outstanding during the applicable period, excluding outstanding participating securities. Participating securities include unvested restricted shares. Unvested restricted shares are considered participating securities because holders of these securities receive non-forfeitable dividends, or dividend equivalents, at the same rate as holders of the Corporation’s common stock. Diluted earnings per share are computed by dividing net income allocated to common shares adjusted for reallocation of undistributed earnings of unvested restricted shares by the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effect of common stock equivalents using the treasury stock method.
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Dollars in Thousands, Except Share Data) | ||||
| Basic earnings per common share | ||||
| Net income | $16,572 | $14,393 | $44,352 | $36,986 |
| Less: preferred stock dividends | 218 | 218 | 656 | 656 |
| Less: earnings allocated to participating securities | 239 | 259 | 702 | 719 |
| Basic earnings allocated to common shareholders | $16,115 | $13,916 | $42,994 | $35,611 |
| Weighted-average common shares outstanding, excluding participating securities | 8,245,915 | 8,171,404 | 8,209,475 | 8,153,181 |
| Basic earnings per common share | $1.95 | $1.70 | $5.24 | $4.37 |
| Diluted earnings per common share | ||||
| Earnings allocated to common shareholders, diluted | $16,115 | $13,916 | $42,994 | $35,611 |
| Weighted-average diluted common shares outstanding, excluding participating securities | 8,245,915 | 8,171,404 | 8,209,475 | 8,153,181 |
| Diluted earnings per common share | $1.95 | $1.70 | $5.24 | $4.37 |
Note 3 — Share-Based Compensation
The Corporation adopted the 2026 Equity Incentive Plan (the “Plan”) during the quarter ended June 30, 2026. The Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) of the Corporation and provides for the grant of equity ownership opportunities through incentive stock options and nonqualified stock options, restricted stock, restricted stock units, dividend equivalent units, and any other type of award permitted by the Plan. As of September 30, 2026,294,009 shares were available for future grants under the Plan. Shares covered by awards that are canceled, forfeited or expire will again be available for the grant of awards under the Plan.
Restricted Stock
Under the Plan, the Corporation may grant restricted stock awards (“RSA”), restricted stock units (“RSU”), and other stock-based awards to plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While restricted stock is subject to forfeiture, RSA participants may exercise full voting rights and will receive all dividends and other distributions paid with respect to the restricted shares. RSUs do not have voting rights. RSUs granted in 2023 and after will accrue dividend equivalents payable upon vesting. The restricted stock granted under the Plan is typically subject to a vesting period. Compensation expense for restricted stock is recognized over the requisite service period of generally three tofive years for the entire award on a straight-line basis. Upon vesting of restricted stock, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the unaudited Consolidated Statements of Income.
The Corporation may also issue performance-based restricted stock units (“PRSU”). Vesting of the PRSU will be measured on the relative Total Shareholder Return (“TSR”) and relative Return on Average Tangible Common Equity ("ROATCE"), and will cliff-vest after athree-year measurement period based on the Corporation’s TSR performance and ROATCE performance compared to a broad peer group of over 100 banks. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. The restricted stock awards and units issued to executive officers will vest ratably over athree-year period. Compensation expense is recognized for PRSU over the requisite service and performance period of generally three years forthe entire expected award on a straight-line basis. The compensation expense for the awards expected to vest for the percentage of performance-based restricted stock units subject to the ROATCE metric will be adjusted if there is a change in the expectation of ROATCE. The compensation expense for the awards expected to vest for the percentage of PRSU subject to the TSR metric are never adjusted and are amortized utilizing the fair value provided using a Monte Carlo pricing model.
Restricted stock activity for the year ended December 31, 2025 and the nine months ended September 30, 2026 was as follows:
| RSA | Weighted AverageGrant Price | PRSU | Weighted AverageGrant Price | RSU | Weighted AverageGrant Price | Total | Weighted AverageGrant Price | |
|---|---|---|---|---|---|---|---|---|
| Nonvested balance as of December 31, 2024 | 28,896 | $30.09 | 49,630 | $42.24 | 80,161 | $36.04 | 158,687 | $36.77 |
| Granted (1) | — | — | 12,195 | 63.61 | 45,789 | 51.39 | 57,984 | 53.92 |
| Vested | (20,280) | 28.74 | (15,825) | 42.70 | (32,376) | 37.56 | (68,481) | 37.21 |
| Forfeited | (976) | 33.60 | — | — | (2,468) | 41.48 | (3,444) | 40.79 |
| Nonvested balance as of December 31, 2025 | 7,640 | 33.76 | 46,000 | 47.31 | 91,106 | 43.03 | 144,746 | 43.87 |
| Granted (1) | — | — | 9,575 | 63.60 | 48,999 | 57.43 | 58,574 | 58.43 |
| Vested | (7,437) | 33.62 | (16,780) | 40.26 | (38,751) | 42.96 | (62,968) | 40.96 |
| Forfeited | — | — | — | — | (9,008) | 46.70 | (9,008) | 46.70 |
| Nonvested balance as of September 30, 2026 | 203 | $38.91 | 38,795 | $54.38 | 92,346 | $50.43 | 131,344 | $51.58 |
| Unrecognized compensation cost (in thousands) | $1 | $924 | $3,577 | $4,502 | ||||
| Weighted average remaining recognition period (in years) | 0.13 | 1.80 | 2.18 | 2.16 |
(1)
The number of restricted shares/units shown includes the shares that would be granted if the target level of performance is achieved related to the PRSU. The number of shares actually issued may vary.
Employee Stock Purchase Plan
The Corporation is authorized to issue up to 250,000 shares of common stock under the employee stock purchase plan ("ESPP"). The plan qualifies as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986. Under the ESPP, eligible employees may enroll in a three month offer period that begins January, April, July, and October of each year. Employees may elect to purchase a limited number of shares of the Corporation's common stock at 90% of the fair market value on the last day of the offering period. The ESPP is treated as a compensatory item for purposes of share-based compensation expense.
The Corporation issued 1,842 and 2,428 shares of common stock under the ESPP during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and 2025,221,849 and 224,378, respectively, shares remained available for issuance under the ESPP.
Share-based compensation expense related to restricted stock and ESPP included in the unaudited Consolidated Statements of Income was as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In Thousands) | ||||
| Share-based compensation expense | $707 | $585 | $2,266 | $2,161 |
Note 4 — Securities
The amortized cost and fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:
| Amortized Cost | GrossUnrealized Gains | GrossUnrealized Losses | Fair Value | |
|---|---|---|---|---|
| (In Thousands) | ||||
| Available-for-sale: | ||||
| U.S. treasuries | $— | $— | $— | $— |
| U.S. government agency securities - government-sponsored enterprises | 2,500 | — | (210) | 2,290 |
| Municipal securities | 47,591 | 8 | (6,298) | 41,301 |
| Residential mortgage-backed securities - government issued | 176,035 | 4 | (7,591) | 168,448 |
| Residential mortgage-backed securities - government-sponsored enterprises | 159,933 | 8 | (12,869) | 147,072 |
| Commercial mortgage-backed securities - government issued | 2,255 | — | (390) | 1,865 |
| Commercial mortgage-backed securities - government-sponsored enterprises | 41,677 | — | (3,846) | 37,831 |
| $429,991 | $20 | $(31,204) | $398,807 | |
| Amortized Cost | GrossUnrealized Gains | GrossUnrealized Losses | Fair Value | |
|---|---|---|---|---|
| (In Thousands) | ||||
| Available-for-sale: | ||||
| U.S. treasuries | $4,995 | $— | $(94) | $4,901 |
| U.S. government agency securities - government-sponsored enterprises | 2,500 | — | (186) | 2,314 |
| Municipal securities | 46,993 | 328 | (3,429) | 43,892 |
| Residential mortgage-backed securities - government issued | 166,933 | 1,279 | (1,577) | 166,635 |
| Residential mortgage-backed securities - government-sponsored enterprises | 168,544 | 929 | (6,930) | 162,543 |
| Commercial mortgage-backed securities - government issued | 2,416 | — | (302) | 2,114 |
| Commercial mortgage-backed securities - government-sponsored enterprises | 42,326 | 71 | (2,709) | 39,688 |
| $434,707 | $2,607 | $(15,227) | $422,087 | |
The amortized cost and fair value of securities held-to-maturity and the corresponding amounts of gross unrecognized gains and losses were as follows:
| Amortized Cost | GrossUnrecognized Gains | GrossUnrecognized Losses | Fair Value | |
|---|---|---|---|---|
| (In Thousands) | ||||
| Held-to-maturity: | ||||
| Municipal securities | $1,856 | $— | $(22) | $1,834 |
| Residential mortgage-backed securities - government issued | 343 | — | (28) | 315 |
| Residential mortgage-backed securities - government-sponsored enterprises | 357 | — | (31) | 326 |
| Commercial mortgage-backed securities - government-sponsored enterprises | 1,990 | — | (51) | 1,939 |
| $4,546 | $— | $(132) | $4,414 | |
| Amortized Cost | GrossUnrecognized Gains | GrossUnrecognized Losses | Fair Value | |
|---|---|---|---|---|
| (In Thousands) | ||||
| Held-to-maturity: | ||||
| Municipal securities | $2,144 | $— | $(3) | $2,141 |
| Residential mortgage-backed securities - government issued | 546 | — | (26) | 520 |
| Residential mortgage-backed securities - government-sponsored enterprises | 518 | — | (18) | 500 |
| Commercial mortgage-backed securities - government-sponsored enterprises | 2,002 | — | (22) | 1,980 |
| $5,210 | $— | $(69) | $5,141 | |
U.S. Treasuries contain treasury bonds issued by the United States Treasury. U.S. government agency securities - government-sponsored enterprises represent securities issued by Federal National Mortgage Association (“FNMA”) and the Small Business Administration ("SBA"). Municipal securities include securities issued by various municipalities and are primarily general obligation bonds that are primarily tax-exempt. Residential and commercial mortgage-backed securities - government issued represent securities guaranteed by the Government National Mortgage Association. Residential and commercial mortgage-backed securities - government-sponsored enterprises include securities guaranteed by the Federal Home Loan Mortgage Corporation, FNMA, and the Federal Home Loan Bank ("FHLB"). The Corporation soldno available-for-sale securities during the three and nine months ended September 30, 2026 and 2025.
At September 30, 2026 and December 31, 2025, securities with a fair value of$33.9 million and$38.8 million, respectively, were pledged to secure various obligations, including interest rate swap contracts and municipal deposits.
The amortized cost and fair value of securities by contractual maturity at September 30, 2026 are shown below. Actual maturities may differ from contractual maturities because issuers have the right to call or prepay certain obligations with or without call or prepayment penalties.
| Available-for-Sale | Held-to-Maturity | |||
|---|---|---|---|---|
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |
| (In Thousands) | ||||
| Due in one year or less | $3,863 | $3,778 | $460 | $459 |
| Due in one year through five years | 10,174 | 9,417 | 1,396 | 1,375 |
| Due in five through ten years | 11,496 | 10,112 | — | — |
| Due in over ten years | 24,558 | 20,284 | — | — |
| 50,091 | 43,591 | 1,856 | 1,834 | |
| Residential mortgage-backed securities | 335,968 | 315,520 | 700 | 641 |
| Commercial mortgage-backed securities | 43,932 | 39,696 | 1,990 | 1,939 |
| $429,991 | $398,807 | $4,546 | $4,414 | |
The tables below show the Corporation’s gross unrealized losses and fair value of available-for-sale investments aggregated by investment category and length of time that individual investments were in a continuous loss position at September 30, 2026 and December 31, 2025. At September 30, 2026, the Corporation held 256 available-for-sale securities that were in an unrealized loss position,144 of which have been in a continuous unrealized loss position for twelve months or greater.
The Corporation has not specifically identified available-for-sale securities in a loss position that it intends to sell in the near term and does not believe that it will be required to sell any such securities. The Corporation reviews its securities on a quarterly basis to assess declines in fair value for credit losses. Consideration is given to such factors as the credit rating of the borrower, market conditions such as current interest rates, any adverse conditions specific to the security, and delinquency status on contractual payments. For the three and nine months ended September 30, 2026 and 2025, management concluded that in all instances securities with fair value less than carrying value was due to market factors; thus, no credit loss provision was required.
A summary of unrealized loss information for securities available-for-sale, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:
| Less than 12 Months · 12 Months or Longer · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value · UnrealizedLosses · Fair Value · UnrealizedLosses · Fair Value · UnrealizedLosses | |||||||||||
| (In Thousands) | |||||||||||
| Available-for-sale: | |||||||||||
| U.S. treasuries | $— | $— | $— | $— | $— | $— | |||||
| U.S. government agency securities - government- sponsored enterprises | — | — | 2,290 | 210 | 2,290 | 210 | |||||
| Municipal securities | 8,494 | 397 | 30,943 | 5,901 | 39,437 | 6,298 | |||||
| Residential mortgage-backed securities - government issued | 156,127 | 5,739 | 11,762 | 1,852 | 167,889 | 7,591 | |||||
| Residential mortgage-backed securities - government-sponsored enterprises | 88,401 | 3,790 | 56,919 | 9,079 | 145,320 | 12,869 | |||||
| Commercial mortgage-backed securities - government issued | — | 1,865 | 390 | 1,865 | 390 | ||||||
| Commercial mortgage-backed securities - government-sponsored enterprises | 11,412 | 662 | 26,419 | 3,184 | 37,831 | 3,846 | |||||
| $264,434 | $10,588 | $130,198 | $20,616 | $394,632 | $31,204 | ||||||
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| Fair Value | UnrealizedLosses | Fair Value | UnrealizedLosses | Fair Value | UnrealizedLosses | |
| (In Thousands) | ||||||
| Available-for-sale: | ||||||
| U.S. treasuries | $— | $— | $4,901 | $94 | $4,901 | $94 |
| U.S. government agency securities - government- sponsored enterprises | — | — | 2,314 | 186 | 2,314 | 186 |
| Municipal securities | — | — | 34,660 | 3,429 | 34,660 | 3,429 |
| Residential mortgage-backed securities - government issued | 25,970 | 85 | 17,454 | 1,492 | 43,424 | 1,577 |
| Residential mortgage-backed securities - government-sponsored enterprises | 14,002 | 73 | 72,481 | 6,857 | 86,483 | 6,930 |
| Commercial mortgage-backed securities - government issued | — | — | 2,114 | 302 | 2,114 | 302 |
| Commercial mortgage-backed securities - government-sponsored enterprises | 5,971 | 44 | 27,575 | 2,665 | 33,546 | 2,709 |
| $45,943 | $202 | $161,499 | $15,025 | $207,442 | $15,227 | |
The tables below show the Corporation’s gross unrealized losses and fair value of held-to-maturity investments, aggregated by investment category and length of time that individual investments were in a continuous loss position at September 30, 2026 and December 31, 2025. At September 30, 2026, the Corporation held 19 held-to-maturity securities that were in an unrealized loss position,15 of which have been in a continuous loss position for twelve months or greater. Management assesses held-to-maturity securities for credit losses on a quarterly basis. The assessment includes review of credit ratings, identification of delinquency and evaluation of market factors. Based on this analysis, management concludes the decline in fair value is due to market factors, specifically changes in interest rates. Accordingly, no credit loss provision was recorded in the unaudited Consolidated Statements of Income for thethree and nine months ended September 30, 2026 and 2025.
A summary of unrecognized loss information for securities held-to-maturity, categorized by security type and length of time for which the security has been in a continuous unrealized loss position, follows:
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| Fair Value | UnrecognizedLosses | Fair Value | UnrecognizedLosses | Fair Value | UnrecognizedLosses | |
| (In Thousands) | ||||||
| Held-to-maturity: | ||||||
| Municipal securities | $1,834 | $22 | $— | $— | $1,834 | $22 |
| Residential mortgage-backed securities - government issued | — | — | 315 | 28 | 315 | 28 |
| Residential mortgage-backed securities - government-sponsored enterprises | — | — | 326 | 31 | 326 | 31 |
| Commercial mortgage-backed securities - government-sponsored enterprises | — | — | 1,939 | 51 | 1,939 | 51 |
| $1,834 | $22 | $2,580 | $110 | $4,414 | $132 | |
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| Fair Value | UnrecognizedLosses | Fair Value | UnrecognizedLosses | Fair Value | UnrecognizedLosses | |
| (In Thousands) | ||||||
| Held-to-maturity: | ||||||
| Municipal securities | $959 | $1 | $680 | $2 | $1,639 | $3 |
| Residential mortgage-backed securities - government issued | — | — | 520 | 26 | 520 | 26 |
| Residential mortgage-backed securities - government-sponsored enterprises | — | — | 500 | 18 | 500 | 18 |
| Commercial mortgage-backed securities - government-sponsored enterprises | — | — | 1,980 | 22 | 1,980 | 22 |
| $959 | $1 | $3,680 | $68 | $4,639 | $69 | |
Note 5 — Loans, Lease Receivables, and Allowance for Credit Losses
Loan and lease receivables consist of the following:
| September 30,2026 | December 31,2025 | |
|---|---|---|
| (In Thousands) | ||
| Commercial real estate: | ||
| Commercial real estate — owner occupied | $347,783 | $293,706 |
| Commercial real estate — non-owner occupied | 955,378 | 885,870 |
| Construction and land development | 184,718 | 248,560 |
| Multi-family | 690,323 | 571,468 |
| 1-4 family | 60,868 | 60,661 |
| Total commercial real estate | 2,239,070 | 2,060,265 |
| Commercial and industrial | 1,389,826 | 1,273,997 |
| Consumer and other | 48,021 | 40,965 |
| Total gross loans and leases receivable | 3,676,917 | 3,375,227 |
| Less: | ||
| Allowance for credit losses | 36,541 | 35,877 |
| Deferred loan fees and costs, net | 3,100 | 1,986 |
| Loans and leases receivable, net | $3,637,276 | $3,337,364 |
In June 2026, the Corporation transferred its loans held for sale portfolio of $23.7 million to loans held for investment at lower of cost or fair value. As a result, during the second quarter of 2026, the Corporation recognizedno change in its loan loss reserves andno gain or loss.
Loans transferred to third parties consist of the guaranteed portions of SBA loans which the Corporation sold in the secondary market and participation interests in other, non-SBA originated loans.
| (In Thousands) | OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total |
|---|---|---|---|---|---|---|---|---|
| SBA | ||||||||
| Loans transferred to third parties | $— | $— | $— | $— | $— | 7,111 | $— | $7,111 |
| Outstanding balance of loans serviced | — | — | — | — | — | 74,552 | — | 74,552 |
| Ownership of transferred loans | — | — | — | — | — | 21,669 | — | 21,669 |
| Non-SBA | ||||||||
| Loans transferred to third parties | $— | $— | $28,603 | $668 | $— | $54,830 | $— | $84,101 |
| Outstanding balance of loans serviced | 11,608 | 127,647 | 32,052 | 171,073 | — | 30,910 | — | 373,290 |
| Ownership of transferred loans | 6,633 | 156,920 | 85,307 | 142,329 | — | 19,151 | — | 410,340 |
| Loan participations purchased | — | — | — | — | — | 7,441 | — | 7,441 |
| (In Thousands) | OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total |
|---|---|---|---|---|---|---|---|---|
| SBA | ||||||||
| Loans transferred to third parties | $— | $— | $— | $— | $— | $17,430 | $— | $17,430 |
| Outstanding balance of loans serviced | — | — | — | — | — | 83,472 | — | 83,472 |
| Ownership of transferred loans | — | — | — | — | — | 25,248 | — | 25,248 |
| Non-SBA | ||||||||
| Loans transferred to third parties | $— | $22,146 | $52,249 | $3,875 | $— | $17,589 | $— | $95,859 |
| Outstanding balance of loans serviced | 12,308 | 160,135 | 39,592 | 161,554 | — | 20,198 | — | 393,787 |
| Ownership of transferred loans | 7,033 | 221,642 | 55,768 | 143,871 | — | 26,460 | — | 454,774 |
| Loan participations purchased | — | — | 9,774 | — | — | 6,375 | — | 16,149 |
The following table illustrates ending balances of the Corporation’s loan and lease portfolio, including non-accrual loans by class of receivable, and considering certain credit quality indicators:
| September 30, 2026 | Term Loans Amortized Cost Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In Thousands) | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | RevolvingLoansAmortizedCost Basis | Total | Category as a % of total portfolio |
| Commercial real estate — owner occupied | |||||||||
| Category | |||||||||
| I | $58,322 | $70,474 | $17,393 | $38,018 | $33,088 | $109,379 | $255 | 326,929 | 94.0% |
| II | — | — | — | 6,875 | — | 2,847 | — | 9,722 | 2.8% |
| III | — | — | 1,424 | — | — | 9,708 | — | 11,132 | 3.2% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $58,322 | $70,474 | $18,817 | $44,893 | $33,088 | $121,934 | $255 | $347,783 | 100.0% |
| Commercial real estate — non-owner occupied | |||||||||
| Category | |||||||||
| I | $128,726 | $104,828 | $73,368 | $74,511 | $92,589 | $429,859 | $23,097 | $926,978 | 97.0% |
| II | — | — | — | 8,751 | — | 7,425 | — | 16,176 | 1.7% |
| III | — | — | — | — | — | 12,224 | — | 12,224 | 1.3% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $128,726 | $104,828 | $73,368 | $83,262 | $92,589 | $449,508 | $23,097 | $955,378 | 100.0% |
| Construction and land development | |||||||||
| Category | |||||||||
| I | $35,278 | $58,031 | $25,587 | $19,331 | $9,939 | $4,968 | $20,160 | $173,294 | 93.8% |
| II | — | — | — | — | — | — | — | — | 0.0% |
| III | — | — | — | — | — | — | — | — | 0.0% |
| IV | — | — | — | — | 454 | 10,970 | — | 11,424 | 6.2% |
| Total | $35,278 | $58,031 | $25,587 | $19,331 | $10,393 | $15,938 | $20,160 | $184,718 | 100.0% |
| Multi-family | |||||||||
| Category | |||||||||
| I | $70,738 | $55,008 | $47,681 | $132,404 | $87,342 | $270,192 | $2,627 | $665,992 | 96.5% |
| II | — | — | — | 1,523 | 5,804 | 6,284 | — | 13,611 | 2.0% |
| III | — | — | — | — | — | 1,000 | — | 1,000 | 0.1% |
| IV | — | — | — | 7,305 | — | 2,415 | — | 9,720 | 1.4% |
| Total | $70,738 | $55,008 | $47,681 | $141,232 | $93,146 | $279,891 | $2,627 | $690,323 | 100.0% |
| 1-4 family | |||||||||
| Category | |||||||||
| I | $6,945 | $17,658 | $7,889 | $— | $3,198 | $3,298 | $21,880 | $60,868 | 100.0% |
| II | — | — | — | — | — | — | — | — | 0.0% |
| III | — | — | — | — | — | — | — | — | 0.0% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $6,945 | $17,658 | $7,889 | $— | $3,198 | $3,298 | $21,880 | $60,868 | 100.0% |
| Commercial and industrial | |||||||||
| Category | |||||||||
| I | $239,156 | $200,911 | $118,687 | $89,523 | $32,489 | $51,737 | $527,292 | $1,259,795 | 90.6% |
| II | 1,317 | 2,986 | 2,201 | 3,511 | 635 | 1,581 | 6,814 | 19,045 | 1.4% |
| III | 265 | 2,069 | 17,374 | 13,675 | 7,001 | 1,490 | 50,016 | 91,890 | 6.6% |
| IV | 179 | 1,196 | 1,149 | 1,879 | 6,143 | 2,544 | 6,006 | 19,096 | 1.4% |
| Total | $240,917 | $207,162 | $139,411 | $108,588 | $46,268 | $57,352 | $590,128 | $1,389,826 | 100.0% |
| Consumer and other | |||||||||
| Category | |||||||||
| I | $11,807 | $7,104 | $4,621 | $2,193 | $3,896 | $8,804 | $9,596 | $48,021 | 100.0% |
| II | — | — | — | — | — | — | — | — | 0.0% |
| III | — | — | — | — | — | — | — | — | 0.0% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $11,807 | $7,104 | $4,621 | $2,193 | $3,896 | $8,804 | $9,596 | $48,021 | 100.0% |
| Total Loans | |||||||||
| Category | |||||||||
| I | $550,972 | $514,014 | $295,226 | $355,980 | $262,541 | $878,237 | $604,907 | $3,461,877 | 94.1% |
| II | 1,317 | 2,986 | 2,201 | 20,660 | 6,439 | 18,137 | 6,814 | 58,554 | 1.6% |
| III | 265 | 2,069 | 18,798 | 13,675 | 7,001 | 24,422 | 50,016 | 116,246 | 3.2% |
| IV | 179 | 1,196 | 1,149 | 9,184 | 6,597 | 15,929 | 6,006 | 40,240 | 1.1% |
| Total | $552,733 | $520,265 | $317,374 | $399,499 | $282,578 | $936,725 | $667,743 | $3,676,917 | 100.0% |
| December 31, 2025 | Term Loans Amortized Cost Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In Thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | RevolvingLoansAmortizedCost Basis | Total | Category as a % of total portfolio |
| Commercial real estate — owner occupied | |||||||||
| Category | |||||||||
| I | $65,752 | $20,422 | $39,698 | $32,186 | $30,251 | $92,981 | $295 | $281,585 | 95.9% |
| II | — | — | 2,011 | — | — | — | — | 2,011 | 0.7% |
| III | — | 2,197 | — | — | — | 7,913 | — | 10,110 | 3.4% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $65,752 | $22,619 | $41,709 | $32,186 | $30,251 | $100,894 | $295 | $293,706 | 100.0% |
| Commercial real estate — non-owner occupied | |||||||||
| Category | |||||||||
| I | $85,103 | $81,087 | $108,308 | $89,226 | $63,803 | $392,720 | $34,236 | $854,483 | 96.4% |
| II | — | — | — | — | — | 6,863 | — | 6,863 | 0.8% |
| III | — | — | — | — | 716 | 23,808 | — | 24,524 | 2.8% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $85,103 | $81,087 | $108,308 | $89,226 | $64,519 | $423,391 | $34,236 | $885,870 | 100.0% |
| Construction and land development | |||||||||
| Category | |||||||||
| I | $35,887 | $73,179 | $78,264 | $10,278 | $91 | $5,043 | $25,482 | $228,224 | 91.8% |
| II | — | — | — | — | — | — | — | — | 0.0% |
| III | — | — | 5,755 | — | — | — | — | 5,755 | 2.3% |
| IV | — | — | — | 454 | 8,155 | 5,972 | — | 14,581 | 5.9% |
| Total | $35,887 | $73,179 | $84,019 | $10,732 | $8,246 | $11,015 | $25,482 | $248,560 | 100.0% |
| Multi-family | |||||||||
| Category | |||||||||
| I | $57,113 | $18,231 | $103,795 | $93,280 | $61,620 | $211,473 | $2,644 | $548,156 | 95.9% |
| II | — | — | 1,530 | 7,309 | — | 782 | — | 9,621 | 1.7% |
| III | — | — | — | — | 8,380 | 1,019 | — | 9,399 | 1.6% |
| IV | — | — | 1,714 | — | 2,578 | — | — | 4,292 | 0.8% |
| Total | $57,113 | $18,231 | $107,039 | $100,589 | $72,578 | $213,274 | $2,644 | $571,468 | 100.0% |
| 1-4 family | |||||||||
| Category | |||||||||
| I | $18,249 | $7,043 | $1,416 | $4,432 | $2,036 | $3,470 | $24,015 | $60,661 | 100.0% |
| II | — | — | — | — | — | — | — | — | 0.0% |
| III | — | — | — | — | — | — | — | — | 0.0% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $18,249 | $7,043 | $1,416 | $4,432 | $2,036 | $3,470 | $24,015 | $60,661 | 100.0% |
| Commercial and industrial | |||||||||
| Category | |||||||||
| I | $240,914 | $178,507 | $138,504 | $52,149 | $35,514 | $31,754 | $452,160 | $1,129,502 | 88.6% |
| II | 568 | 14,119 | 10,997 | 5,948 | 25 | 2,797 | 24,140 | 58,594 | 4.6% |
| III | 499 | 8,617 | 10,409 | 4,656 | 787 | 1,745 | 34,206 | 60,919 | 4.8% |
| IV | 447 | 1,845 | 3,384 | 7,644 | 302 | 4,083 | 7,277 | 24,982 | 2.0% |
| Total | $242,428 | $203,088 | $163,294 | $70,397 | $36,628 | $40,379 | $517,783 | $1,273,997 | 100.0% |
| Consumer and other | |||||||||
| Category | |||||||||
| I | $7,790 | $5,715 | $4,167 | $4,926 | $1,717 | $10,423 | $6,227 | $40,965 | 100.0% |
| II | — | — | — | — | — | — | — | — | 0.0% |
| III | — | — | — | — | — | — | — | — | 0.0% |
| IV | — | — | — | — | — | — | — | — | 0.0% |
| Total | $7,790 | $5,715 | $4,167 | $4,926 | $1,717 | $10,423 | $6,227 | $40,965 | 100.0% |
| Total Loans | |||||||||
| Category | |||||||||
| I | $510,808 | $384,184 | $474,152 | $286,477 | $195,032 | $747,864 | $545,059 | $3,143,576 | 93.1% |
| II | 568 | 14,119 | 14,538 | 13,257 | 25 | 10,442 | 24,140 | 77,089 | 2.3% |
| III | 499 | 10,814 | 16,164 | 4,656 | 9,883 | 34,485 | 34,206 | 110,707 | 3.3% |
| IV | 447 | 1,845 | 5,098 | 8,098 | 11,035 | 10,055 | 7,277 | 43,855 | 1.3% |
| Total | $512,322 | $410,962 | $509,952 | $312,488 | $215,975 | $802,846 | $610,682 | $3,375,227 | 100.0% |
Each credit is evaluated for proper risk rating upon origination, at the time of each subsequent renewal, upon receipt and evaluation of updated financial information from the Corporation’s borrowers, or as other circumstances dictate. The Corporation primarily uses a nine grade risk rating system to monitor the ongoing credit quality of its loans and leases. The risk rating grades follow a consistent definition and are then applied to specific loan types based on the nature of the loan. Each risk rating is determined based on various quantitative and qualitative factors and is subject to various levels of review and concurrence on the stated risk rating. In addition to its nine grade risk rating system, the Corporation groups loans into four loan and related risk categories which determine the level and nature of review by management.
Category I — Loans and leases in this category are performing in accordance with the terms of the contract and generally exhibit no immediate concerns regarding the security and viability of the underlying collateral, financial stability of the borrower, integrity or strength of the borrowers’ management team, or the industry in which the borrower operates.
Category II — Loans and leases in this category are beginning to show signs of deterioration in one or more of the Corporation’s core underwriting criteria such as financial stability, management strength, industry trends, or collateral values. Management will place credits in this category to allow for proactive monitoring and resolution with the borrower to possibly mitigate the area of concern and prevent further deterioration or risk of loss to the Corporation.
Category III — Loans and leases in this category are identified by management as warranting special attention. However, the balance in this category is not intended to represent the amount of adversely classified assets held by the Bank. Category III loans and leases generally exhibit undesirable characteristics, such as evidence of adverse financial trends and conditions, managerial problems, deteriorating economic conditions within the related industry, or evidence of adverse public filings and may exhibit collateral shortfall positions. Management continues to believe that it will collect all contractual principal and interest in accordance with the original terms of the contracts relating to the loans and leases in this category, and therefore Category III loans are considered performing with no specific reserves established for this category.
Category IV — Loans and leases in this category are non-accrual loans. Management has determined that it is unlikely that the Bank will receive the contractual principal and interest in accordance with the original terms of the agreement. Non-accrual loans are individually evaluated to assess the need for the establishment of specific reserves or charge-offs. When analyzing the adequacy of collateral, the Corporation obtains external appraisals at least annually. External appraisals are obtained from the Corporation’s approved appraiser listing and are independently reviewed to monitor the quality of such appraisals. To the extent a collateral shortfall position is present, a specific reserve or charge-off will be recorded.
The delinquency aging of the loan and lease portfolio by class of receivable was as follows:
| 30-59Days PastDue | 60-89Days PastDue | GreaterThan 90Days PastDue | Total PastDue | Current | TotalLoans andLeases | |
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Total loans and leases | ||||||
| Commercial real estate: | ||||||
| Owner occupied | $— | $— | $— | $— | $347,783 | $347,783 |
| Non-owner occupied | — | — | — | — | 955,378 | 955,378 |
| Construction and land development | — | — | 11,424 | 11,424 | 173,294 | 184,718 |
| Multi-family | 5,702 | — | — | 5,702 | 684,621 | 690,323 |
| 1-4 family | — | — | — | — | 60,868 | 60,868 |
| Commercial and industrial | 854 | 463 | 13,196 | 14,513 | 1,375,313 | 1,389,826 |
| Consumer and other | — | — | — | — | 48,021 | 48,021 |
| Total | $6,556 | $463 | $24,620 | $31,639 | $3,645,278 | $3,676,917 |
| Percent of portfolio | 0.18% | 0.01% | 0.67% | 0.86% | 99.14% | 100.00% |
| 30-59Days PastDue | 60-89Days PastDue | GreaterThan 90Days PastDue | Total PastDue | Current | TotalLoans andLeases | |
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | ||||||
| Total loans and leases | ||||||
| Commercial real estate: | ||||||
| Owner occupied | $— | $— | $— | $— | $293,706 | $293,706 |
| Non-owner occupied | — | — | — | — | 885,870 | 885,870 |
| Construction and land development | 14,581 | — | — | 14,581 | 233,979 | 248,560 |
| Multi-family | — | — | — | — | 571,468 | 571,468 |
| 1-4 family | — | — | — | — | 60,661 | 60,661 |
| Commercial and industrial | 3,116 | 963 | 15,229 | 19,308 | 1,254,689 | 1,273,997 |
| Consumer and other | 50 | — | — | 50 | 40,915 | 40,965 |
| Total | $17,747 | $963 | $15,229 | $33,939 | $3,341,288 | $3,375,227 |
| Percent of portfolio | 0.53% | 0.03% | 0.45% | 1.01% | 98.99% | 100.00% |
The following tables provide additional detail on loans on non-accrual status and loans past due over 89 days still accruing as of:
| Non-accrualWith NoAllowance forCredit Loss | Non-accrualWith Allowancefor Credit Loss | Loans Past DueOver 89 DaysStill Accruing | |
|---|---|---|---|
| (In Thousands) | |||
| Commercial real estate: | |||
| Commercial real estate — owner occupied | $— | $— | $— |
| Commercial real estate — non-owner occupied | — | — | — |
| Construction and land development | 11,424 | — | — |
| Multi-family | 4,018 | 5,702 | — |
| 1-4 family | — | — | — |
| Total commercial real estate | 15,442 | 5,702 | — |
| Commercial and industrial | 8,649 | 10,447 | — |
| Consumer and other | — | — | — |
| Total non-accrual loans and leases | $24,091 | $16,149 | $— |
| Non-accrualWith NoAllowance forCredit Loss | Non-accrualWith Allowancefor Credit Loss | Loans Past DueOver 89 DaysStill Accruing | |
|---|---|---|---|
| (In Thousands) | |||
| Commercial real estate: | |||
| Commercial real estate — owner occupied | $— | $— | $— |
| Commercial real estate — non-owner occupied | — | — | — |
| Construction and land development | 14,581 | — | — |
| Multi-family | 4,292 | — | — |
| 1-4 family | — | — | — |
| Total commercial real estate | 18,873 | — | — |
| Commercial and industrial | 10,652 | 14,330 | — |
| Consumer and other | — | — | — |
| Total non-accrual loans and leases | $29,525 | $14,330 | $— |
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Total non-accrual loans and leases to gross loans and leases | 1.09% | 1.30% |
| Allowance for credit losses to gross loans and leases | 1.06 | 1.12 |
| Allowance for credit losses to non-accrual loans and leases | 96.54 | 85.95 |
The following table presents the amortized cost basis of the non-accrual, collateral-dependent loans as of:
| September 30,2026 | December 31,2025 | |
|---|---|---|
| (In Thousands) | ||
| Equipment | $11,089 | $14,615 |
| Real Estate | 23,127 | 21,595 |
| Accounts Receivable | 6,006 | 7,277 |
| Other | 68 | 473 |
| Total | $40,290 | $43,960 |
Occasionally, the Corporation modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.
The following table presents the amortized cost basis of loans at September 30, 2026 that were both experiencing financial difficulty and modified during the nine months ended September 30, 2026 and 2025, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
| Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | Combination Payment Delay and Term Extension | Total | Total Class of Financing Receivable | |
|---|---|---|---|---|---|---|---|
| (In Thousands) | |||||||
| Commercial real estate | $— | $— | $— | $— | $— | $— | 0.00% |
| Commercial and industrial | — | — | — | — | — | — | — |
| Total | $— | $— | $— | $— | $— | $— | 0.00% |
| Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | Combination Payment Delay and Term Extension | Total | Total Class of Financing Receivable | |
|---|---|---|---|---|---|---|---|
| (In Thousands) | |||||||
| Commercial real estate | $— | $— | $— | $— | $— | $— | 0.00% |
| Commercial and industrial | — | — | — | 302 | 6,016 | 6,318 | 0.50 |
| Total | $— | $— | $— | $302 | $6,016 | $6,318 | 0.19% |
The Corporation closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last 12 months:
| 30-59Days PastDue | 60-89Days PastDue | GreaterThan 90Days PastDue | Total PastDue | |
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Commercial real estate | $— | $— | $— | $— |
| Commercial and industrial | — | — | — | — |
| Total | $— | $— | $— | $— |
| 30-59Days PastDue | 60-89Days PastDue | GreaterThan 90Days PastDue | Total PastDue | |
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Commercial real estate | $— | $— | $— | $— |
| Commercial and industrial | — | — | — | — |
| Total | $— | $— | $— | $— |
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the nine months ended September 30, 2026 and 2025:
| (Dollars in Thousands) | Principal Forgiveness | Weighted Average Interest Rate Reduction | Weighted Average Term Extension (years) | Weighted Average Payment Delay (years) |
|---|---|---|---|---|
| Commercial real estate | $— | 0.00% | 0.00 | 0.00 |
| Commercial and industrial | — | 0.00 | 0.00 | 0.00 |
| Total | $— | 0.00% | 0.00 | 0.00 |
| (Dollars in Thousands) | Principal Forgiveness | Weighted Average Interest Rate Reduction | Weighted Average Term Extension (years) | Weighted Average Payment Delay (years) |
|---|---|---|---|---|
| Commercial real estate | $— | 0.00% | 0.00 | 0.00 |
| Commercial and industrial | — | 2.25 | 0.50 | 0.50 |
| Total | $— | 2.25% | 0.50 | 0.50 |
The following table presents the amortized cost basis of loans that had a payment default during thenine months ended September 30, 2026 and 2025 and were modified in the 12 months prior to that default to borrowers experiencing financial difficulty:
| Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | |
|---|---|---|---|---|
| (In Thousands) | ||||
| Commercial real estate | $— | $— | $— | $— |
| Commercial and industrial | — | — | — | — |
| Total | $— | $— | $— | $— |
| Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | |
|---|---|---|---|---|
| (In Thousands) | ||||
| Commercial real estate | $— | $— | $— | $— |
| Commercial and industrial | — | — | 397 | — |
| Total | $— | $— | $397 | $— |
Allowance for Credit Losses
The ACL is an estimate of the expected credit losses on financial assets measured at amortized cost, which is measured using relevant information about past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. A provision for credit losses is charged to operations based on management’s periodic evaluation of these and other pertinent factors as discussed within Note 1 – Nature of Operations and Summary of Significant Accounting Policies included in the Corporation’s Form 10-K for the year ended December 31, 2025.
Quantitative Considerations
The ACL is primarily calculated utilizing a Discounted Cash Flow (“DCF”) model. Key inputs and assumptions used in this model are discussed below:
Forecast model - For each portfolio segment, a Loss Driver Analysis (“LDA”) was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA analysis utilized peer Federal Financial Institutions Examination Council Call Report data for all DCF pools. The Corporation updates the LDA annually.
Probability of Default ("PD") – PD is the probability that an asset will be in default within a given time frame. The Corporation has defined default as when a charge-off has occurred, a loan goes to non-accrual status, or a loan is greater than 90 days past due. The forecast model is utilized to estimate PDs.
Loss Given Default ("LGD") – LGD is the percentage of the asset not expected to be collected due to default. The LGD is derived from using a method referred to as Frye Jacobs which uses industry data.
Prepayments and curtailments – Prepayments and curtailments are calculated based on the Corporation’s own data. This analysis is updated semi-annually.
Forecast and reversion – The Corporation has established a one-year reasonable and supportable forecast period with a one-year straight line reversion to the long-term historical average.
Economic forecast – The Corporation utilizes a third party to provide economic forecasts under various scenarios, which are assessed against economic indicators and management’s observations in the market. As of December 31, 2025, the Corporation selected a forecast which estimates unemployment between 4.48% and 4.78% and GDP year-over-year percentage change between 1.75% and 2.42% over the next four quarters. As of September 30, 2026, the Corporation selected a forecast which estimates unemployment between 4.35% and 4.79% and GDP year-over-year percentage change between 1.69% and 2.08% over the next four quarters. Following the forecast period, the model reverts to long-term averages over four quarters. Management believes that the resulting quantitative reserve appropriately balances economic indicators with identified risks.
Qualitative Considerations
In addition to the quantitative model, management considers the need for qualitative adjustment for risks not considered in the DCF. Factors that are considered by management in determining loan collectability and the appropriate level of the ACL are listed below:
The Corporation’s lending policies and procedures, including changes in lending strategies, underwriting standards and practices for collections, write-offs, and recoveries;
Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the Corporation operates that affect the collectability of financial assets;
The experience, ability, and depth of the Corporation’s lending, investment, collection, and other relevant management and staff;
The volume of past due financial assets, the volume of non-accrual loans and leases, and the volume and severity of adversely classified or graded assets;
The existence and effect of industry concentrations of credit;
The nature and volume of the portfolio segment or class;
The quality of the Corporation’s credit function; and
The effect of other external factors such as the regulatory, legal and technological environments, competition, and events such as natural disasters or pandemics.
ACL Activity
A summary of the activity in the allowance for credit losses by portfolio segment is as follows:
| OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total | |
|---|---|---|---|---|---|---|---|---|
| (In Thousands) | ||||||||
| Beginning balance | $2,536 | $6,445 | $2,979 | $4,921 | $573 | $21,546 | $517 | $39,517 |
| Charge-offs | — | — | — | — | — | (2,921) | — | (2,921) |
| Recoveries | — | 8 | — | — | 81 | 221 | — | 310 |
| Net recoveries (charge-offs) | — | 8 | — | — | 81 | (2,700) | — | (2,611) |
| Provision (credit) for credit losses | 272 | 525 | 580 | 21 | (87) | 634 | (2) | 1,943 |
| Ending balance | $2,808 | $6,978 | $3,559 | $4,942 | $567 | $19,480 | $515 | $38,849 |
| Components: | ||||||||
| Allowance for credit losses on loans | $2,783 | $6,896 | $2,050 | $4,924 | $525 | $18,886 | $477 | $36,541 |
| Allowance for credit losses on unfunded credit commitments | 25 | 82 | 1,509 | 18 | 42 | 594 | 38 | 2,308 |
| Total ACL | $2,808 | $6,978 | $3,559 | $4,942 | $567 | $19,480 | $515 | $38,849 |
| OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total | |
|---|---|---|---|---|---|---|---|---|
| (In Thousands) | ||||||||
| Beginning balance | $1,685 | $6,330 | $2,467 | $6,059 | $429 | $20,836 | $404 | $38,210 |
| Charge-offs | — | — | — | — | — | (1,706) | (2) | (1,708) |
| Recoveries | — | — | — | — | 6 | 434 | — | 440 |
| Net recoveries (charge-offs) | — | — | — | — | 6 | (1,272) | (2) | (1,268) |
| Provision (credit) for credit losses | 160 | 421 | 374 | 59 | 118 | 357 | (49) | 1,440 |
| Ending balance | $1,845 | $6,751 | $2,841 | $6,118 | $553 | $19,921 | $353 | $38,382 |
| Components: | ||||||||
| Allowance for credit losses on loans | $1,837 | $6,689 | $1,930 | $6,103 | $527 | $19,282 | $322 | $36,690 |
| Allowance for credit losses on unfunded credit commitments | 8 | 62 | 911 | 15 | 26 | 639 | 31 | 1,692 |
| Total ACL | $1,845 | $6,751 | $2,841 | $6,118 | $553 | $19,921 | $353 | $38,382 |
| OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total | |
|---|---|---|---|---|---|---|---|---|
| (In Thousands) | ||||||||
| Beginning balance | $1,908 | $6,381 | $2,752 | $4,926 | $557 | $20,754 | $414 | $37,692 |
| Charge-offs | — | — | — | — | — | (6,776) | — | (6,776) |
| Recoveries | — | 8 | — | — | 93 | 863 | — | 964 |
| Net recoveries (charge-offs) | — | 8 | — | — | 93 | (5,913) | — | (5,812) |
| Provision for credit losses | 900 | 589 | 807 | 16 | (83) | 4,639 | 101 | 6,969 |
| Ending balance | $2,808 | $6,978 | $3,559 | $4,942 | $567 | $19,480 | $515 | $38,849 |
| Components: | ||||||||
| Allowance for credit losses on loans | $2,783 | $6,896 | $2,050 | $4,924 | $525 | $18,886 | $477 | $36,541 |
| Allowance for credit losses on unfunded credit commitments | 25 | 82 | 1,509 | 18 | 42 | 594 | 38 | 2,308 |
| Total ACL | $2,808 | $6,978 | $3,559 | $4,942 | $567 | $19,480 | $515 | $38,849 |
| OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total | |
|---|---|---|---|---|---|---|---|---|
| (In Thousands) | ||||||||
| Beginning balance | $1,629 | $5,892 | $2,826 | $4,613 | $523 | $21,470 | $315 | $37,268 |
| Charge-offs | — | — | — | — | — | (6,844) | (12) | (6,856) |
| Recoveries | 2 | — | — | — | 19 | 1,149 | — | 1,170 |
| Net recoveries (charge-offs) | 2 | — | — | — | 19 | (5,695) | (12) | (5,686) |
| Provision for credit losses | 214 | 859 | 15 | 1,505 | 11 | 4,146 | 50 | 6,800 |
| Ending balance | $1,845 | $6,751 | $2,841 | $6,118 | $553 | $19,921 | $353 | $38,382 |
| Components: | ||||||||
| Allowance for credit losses on loans | $1,837 | $6,689 | $1,930 | $6,103 | $527 | $19,282 | $322 | $36,690 |
| Allowance for credit losses on unfunded credit commitments | 8 | 62 | 911 | 15 | 26 | 639 | 31 | 1,692 |
| Total ACL | $1,845 | $6,751 | $2,841 | $6,118 | $553 | $19,921 | $353 | $38,382 |
ACL Summary
Loans collectively evaluated for credit losses in the following tables include all performing loans at September 30, 2026 and December 31, 2025. Loans individually evaluated for credit losses include all non-accrual loans.
The following tables provide information regarding the allowance for credit losses and balances by type of allowance methodology.
| OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total | |
|---|---|---|---|---|---|---|---|---|
| (In Thousands) | ||||||||
| Allowance for credit losses: | ||||||||
| Collectively evaluated for credit losses | $2,783 | $6,896 | $2,050 | $4,508 | $525 | $14,632 | $477 | $31,871 |
| Individually evaluated for credit loss | — | — | — | 416 | — | 4,254 | — | 4,670 |
| Total | $2,783 | $6,896 | $2,050 | $4,924 | $525 | $18,886 | $477 | $36,541 |
| Loans and lease receivables: | ||||||||
| Collectively evaluated for credit losses | $347,783 | $955,378 | $173,294 | $680,603 | $60,868 | $1,370,730 | $48,021 | $3,636,677 |
| Individually evaluated for credit loss | — | — | 11,424 | 9,720 | — | 19,096 | — | 40,240 |
| Total | $347,783 | $955,378 | $184,718 | $690,323 | $60,868 | $1,389,826 | $48,021 | $3,676,917 |
| OwnerOccupied | Non-OwnerOccupied | Construction and Land Development | Multi-Family | 1-4 Family | CommercialandIndustrial | Consumerand Other | Total | |
|---|---|---|---|---|---|---|---|---|
| (In Thousands) | ||||||||
| Allowance for credit losses: | ||||||||
| Collectively evaluated for credit losses | $1,902 | $6,306 | $1,871 | $4,915 | $521 | $14,439 | $373 | $30,327 |
| Individually evaluated for credit loss | — | — | — | — | — | 5,550 | — | 5,550 |
| Total | $1,902 | $6,306 | $1,871 | $4,915 | $521 | $19,989 | $373 | $35,877 |
| Loans and lease receivables: | ||||||||
| Collectively evaluated for credit losses | $293,706 | $885,870 | $233,979 | $567,176 | $60,661 | $1,249,015 | $40,965 | $3,331,372 |
| Individually evaluated for credit loss | — | — | 14,581 | 4,292 | — | 24,982 | — | 43,855 |
| Total | $293,706 | $885,870 | $248,560 | $571,468 | $60,661 | $1,273,997 | $40,965 | $3,375,227 |
Note 6 — Leases
The Corporation leases various office spaces and specialized lending production offices under non-cancellable operating leases which expire on various dates through 2033. On October 5, 2026, the Corporation signed an agreement toextendthe lease on its Madison headquarters location to 2041. Evaluation of the impact of the extension on the lease accounting and related disclosures have not been finalized as of this filing. The Corporation also leases office equipment. The Corporation recognizes a right-of-use asset and an operating lease liability for all leases, with the exception of short-term leases. Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term.
The components of total lease expense were as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In Thousands) | ||||
| Operating lease cost | $336 | $336 | $1,008 | $1,006 |
| Short-term lease cost | 34 | 36 | 124 | 126 |
| Variable lease cost | 158 | 128 | 510 | 402 |
| Total lease cost, net | $528 | $500 | $1,642 | $1,534 |
Quantitative information regarding the Corporation’s operating leases was as follows:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Weighted-average remaining lease term (in years) | 5.16 | 6.00 |
| Weighted-average discount rate | 4.06% | 4.04% |
The following maturity analysis shows the undiscounted cash flows due on the Corporation’s operating lease liabilities:
| (In Thousands) | |
|---|---|
| 2026 | $409 |
| 2027 | 1,647 |
| 2028 | 1,285 |
| 2029 | 932 |
| 2030 | 841 |
| Thereafter | 2,002 |
| Total undiscounted cash flows | 7,116 |
| Discount on cash flows | (761) |
| Total lease liability | $6,355 |
Note 7 — Other Assets
The Corporation has invested in a number of limited partnerships that provide income tax, financial, and regulatory benefits due to the nature of the partnerships. Our investment in and unfunded commitments to these partnerships are as follows:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Investment: · (In Thousands) | ||
| Low-Income Housing Tax Credit | $53,437 | $48,472 |
| Small Business Investment Company | 15,450 | 14,797 |
| Other Limited Partnerships | 4,484 | 3,128 |
| Historic Rehabilitation Tax Credit | 917 | 1,970 |
| Total limited partnership investments | $74,288 | $68,367 |
| Unfunded commitment: | ||
| Small Business Investment Company | $18,441 | $10,973 |
| Other Limited Partnerships | 1,010 | 1,542 |
| Total limited partnership commitments | $19,451 | $12,515 |
A summary of accrued interest receivable and other assets was as follows:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| (In Thousands) | ||
| Accrued interest receivable | $13,578 | $13,100 |
| Net deferred tax asset | 14,746 | 13,176 |
| Investment in limited partnerships | 74,288 | 68,367 |
| Prepaid expenses | 6,158 | 4,791 |
| Other assets | 11,029 | 8,038 |
| Total accrued interest receivable and other assets | $119,799 | $107,472 |
For the nine months ended September 30, 2026 and 2025, the Corporation amortized tax credit investments of$6.3 million and$4.1 million, respectively, and recognized tax credits and other benefits for the nine months ended September 30, 2026 and 2025 of$8.2 million and$5.3 million, respectively, within the income tax expense line on the unaudited Consolidated Statements of Income.
Note 8 — Deposits
The composition of deposits is shown below. Average balances represent year-to-date averages.
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Balance | AverageBalance | Balance | AverageBalance | |
| (Dollars in Thousands) | ||||
| Non-interest-bearing transaction accounts | $477,865 | $433,412 | $378,770 | $419,691 |
| Interest-bearing transaction accounts | 1,288,239 | 1,263,280 | 1,103,696 | 1,018,736 |
| Money market accounts | 1,003,735 | 943,867 | 905,773 | 856,554 |
| Certificates of deposit | 209,118 | 243,414 | 284,764 | 236,848 |
| Wholesale deposits | 770,816 | 635,705 | 707,412 | 737,253 |
| Total deposits | $3,749,773 | $3,519,678 | $3,380,415 | $3,269,082 |
A summary of annual maturities of core and wholesale certificates of deposit at September 30, 2026 is as follows:
| (In Thousands) | |
|---|---|
| Maturities during the year ended December 31, | |
| 2026 | $375,405 |
| 2027 | 192,999 |
| 2028 | 63,843 |
| 2029 | 33,802 |
| 2030 | 36,058 |
| Thereafter | 7,563 |
| $709,670 | |
Wholesale deposits include$500.6 million and$270.3 million of wholesale certificates of deposit and non-reciprocal interest-bearing transaction accounts, respectively, at September 30, 2026, compared to$537.1 million and$170.3 million of wholesale certificates of deposit and non-reciprocal interest-bearing transaction accounts, respectively, at December 31, 2025. The Corporation has entered into derivative contracts hedging a portion of the certificates of deposit included above. As of September 30, 2026, the notional amount of derivatives designated as cash flow hedges totaled$424.1 million with a weighted average remaining maturity of 2.87 years and a weighted average rate of 4.53%.
Certificates of deposit and wholesale deposits denominated in amounts greater than $250,000 were$52.0 million at September 30, 2026 and$113.0 million at December 31, 2025.
Note 9 — FHLB Advances, Other Borrowings and Subordinated Notes and Debentures
The composition of borrowed funds is shown below. Average balances represent year-to-date averages.
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Balance | WeightedAverageBalance | WeightedAverageRate | Balance | WeightedAverageBalance | WeightedAverageRate | |
| (Dollars in Thousands) | ||||||
| FHLB advances | $132,499 | $266,234 | 3.43% | $197,246 | $246,486 | 3.20% |
| Line of credit | — | — | — | — | 1 | 4.25 |
| Other borrowings | — | — | — | — | 4 | — |
| Subordinated notes and debentures | 54,894 | 54,846 | 6.42 | 54,805 | 54,742 | 6.43 |
| $187,393 | $321,080 | 3.95% | $252,051 | $301,233 | 3.79% | |
A summary of annual maturities of borrowings at September 30, 2026 is as follows:
| (In Thousands) | |
|---|---|
| Maturities during the year ended December 31, | |
| 2026 | $92,437 |
| 2027 | 10,000 |
| 2028 | — |
| 2029 | 23,345 |
| 2030 | — |
| Thereafter | 61,611 |
| $187,393 | |
The Corporation has entered into derivative contracts hedging a portion of the borrowings included above. As of September 30, 2026, the notional amount of derivatives designated as cash flow hedges totaled$48.4 million with a weighted average remaining maturity of 1.37 years and a weighted average rate of 2.52%.
As of September 30, 2026 and December 31, 2025, the Corporation was in compliance with its debt covenants under its third-party secured senior line of credit. On February 18, 2026, the credit line was renewed for one additional year with pricing terms of 1-month term SOFR + 2.36% and a maturity date of February 17, 2027.
Note 10 — Preferred Stock
The Corporation has outstanding 12,500 shares, or $12.5 million in aggregate liquidation preference, of 7.0% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”) in a private placement to institutional investors.
The Corporation pays dividends on the Series A Preferred Stock when and if declared by the Board, at a fixed rate of 7.0% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year up to, but excluding, March 15, 2027. For each dividend period from and including March 15, 2027, dividends will be paid at a floating rate of Three-Month Term SOFR plus a spread of 539 basis points per annum. During thethree and nine months ended September 30, 2026, the Board of Directors declared an aggregate preferred stock dividend of$218,000 and$656,000, respectively. The Series A Preferred Stock is perpetual and has no stated maturity. The Corporation may redeem the Series A Preferred Stock at its option at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after March 15, 2027 or within 90 days following a regulatory capital treatment event, in accordance with the terms of the Series A Preferred Stock.
Note 11 — Commitments and Contingencies
In the normal course of business, various legal proceedings involving the Corporation are pending. Management, based upon advice from legal counsel, does not anticipate any significant losses as a result of these actions. Management believes that any liability arising from any such proceedings currently existing or threatened will not have a material adverse effect on the Corporation’s financial position, results of operations, and cash flows.
The Corporation has sold the guaranteed portions of SBA 7(a) and 504 loans, as well as participation interests in other, non-SBA originated, loans to third parties. The Corporation has a continuing involvement in each of the transferred lending arrangements by way of relationship management and servicing the loans, as well as being subject to normal and customary requirements of the SBA loan program and standard representations and warranties related to sold amounts. In the event of a loss resulting from default and a determination by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Corporation, the SBA may require the Corporation to repurchase the loan, deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of the principal loss related to the deficiency from the Corporation. The Corporation must comply with applicable SBA regulations in order to maintain the guaranty. In addition, the Corporation retains the option to repurchase the sold guaranteed portion of an SBA loan if the loan defaults.
Management has assessed estimated losses inherent in the outstanding guaranteed portions of SBA loans sold in accordance with ASC 450, Contingencies, and as of September 30, 2026 determinedno recourse reserve based on the probability of future losses for these loans. At December 31, 2025, management determined a recourse reserve based on the probability of future losses for these loans to be$502,000, which is reported in accrued interest payable and other liabilities on the unaudited Consolidated Balance Sheets.
The summary of the activity in the SBA recourse reserve is as follows:
| As of and for the Three MonthsEnded September 30, | As of and for the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (In Thousands) | ||||
| Balance at the beginning of the period | $381 | $507 | $502 | $645 |
| SBA recourse benefit | (381) | (5) | (502) | (64) |
| Charge-offs, net | — | — | — | (79) |
| Balance at the end of the period | $— | $502 | $— | $502 |
Note 12 — Fair Value Disclosures
The Corporation determines the fair values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date and is based on exit prices. Fair value includes assumptions about risk, such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. The standard describes three levels of inputs that may be used to measure fair value.
Level 1 — Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.
Level 2 — Level 2 inputs are inputs, other than quoted prices included with Level 1, that are observable for the asset or liability either directly or indirectly, 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 — Level 3 inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| (In Thousands) | ||||
| Assets: | ||||
| Securities available-for-sale: | ||||
| U.S. treasuries | $— | $— | $— | $— |
| U.S. government agency securities - government-sponsored enterprises | — | 2,290 | — | 2,290 |
| Municipal securities | — | 41,301 | — | 41,301 |
| Residential mortgage-backed securities - government issued | — | 168,448 | — | 168,448 |
| Residential mortgage-backed securities - government- sponsored enterprises | — | 147,072 | — | 147,072 |
| Commercial mortgage-backed securities - government issued | — | 1,865 | — | 1,865 |
| Commercial mortgage-backed securities - government- sponsored enterprises | — | 37,831 | — | 37,831 |
| Interest rate swaps | — | 78,574 | — | 78,574 |
| Liabilities: | ||||
| Interest rate swaps | — | 63,513 | — | 63,513 |
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| (In Thousands) | ||||
| Assets: | ||||
| Securities available-for-sale: | ||||
| U.S. treasuries | $— | $4,901 | $— | $4,901 |
| U.S. government agency securities - government-sponsored enterprises | — | 2,314 | — | 2,314 |
| Municipal securities | — | 43,892 | — | 43,892 |
| Residential mortgage-backed securities - government issued | — | 166,635 | — | 166,635 |
| Residential mortgage-backed securities - government- sponsored enterprises | — | 162,543 | — | 162,543 |
| Commercial mortgage-backed securities - government issued | — | 2,114 | — | 2,114 |
| Commercial mortgage-backed securities - government- sponsored enterprises | — | 39,688 | — | 39,688 |
| Interest rate swaps | — | 36,515 | — | 36,515 |
| Liabilities: | ||||
| Interest rate swaps | — | 36,926 | — | 36,926 |
For assets and liabilities measured at fair value on a recurring basis, there wereno transfers between the levels during the three and nine months ended September 30, 2026 or the year ended December 31, 2025 related to the above measurements.
Assets and liabilities measured at fair value on anon-recurring basis, segregated by fair value hierarchy are summarized below:
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| (In Thousands) | ||||
| Collateral-dependent loans | $— | $— | $11,478 | $11,478 |
| Loan servicing rights | — | — | 1,166 | 1,166 |
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| (In Thousands) | ||||
| Collateral-dependent loans | $— | $— | $8,796 | $8,796 |
| Loan servicing rights | — | — | 1,317 | 1,317 |
Collateral-dependent loans were written down to the fair value of their underlying collateral less costs to sell of$11.5 million and$8.8 million at September 30, 2026 and December 31, 2025, respectively, through the establishment of specific reserves or by recording charge-offs when the carrying value exceeded the fair value of the underlying collateral of individually evaluated loans. Valuation techniques consistent with the market approach, income approach, or cost approach were used to measure fair value. These techniques included observable inputs for the collateral dependent loans being evaluated, such as current appraisals, recent sales of similar assets, or other observable market data, and unobservable inputs, typically when discounts are applied to appraisal values to adjust such values to current market conditions or to reflect net realizable values. The quantification of unobservable inputs for Level 3 individually evaluated loan values range from 0% -100% as of the measurement date of September 30, 2026. The weighted average of those unobservable inputs was 24%. The majority of the individually evaluated loans are considered collateral dependent loans or are supported by an SBA guaranty.
Loan servicing rights represent the asset retained upon sale of the guaranteed portion of certain SBA loans. When SBA loans are sold, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. The servicing rights are subsequently measured using the amortization method, which requires amortization into interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
The Corporation periodically reviews this portfolio for impairment and engages a third-party valuation firm to assess the fair value of the overall servicing rights portfolio. Loan servicing rights do not trade in an active, open market with readily observable prices.
While sales of loan servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its loan servicing rights. The valuation model incorporates prepayment assumptions to project loan servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the loan servicing rights. The valuation model considers portfolio characteristics of the underlying serviced portion of the SBA loans and uses the following significant unobservable inputs: (1) constant prepayment rate (“CPR”) assumptions based on the SBA sold pools historical CPR as quoted in Bloomberg and (2) a discount rate. Due to the nature of the valuation inputs, loan servicing rights are classified in Level 3 of the fair value hierarchy.
Fair Value of Financial Instruments
The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions, consistent with exit price concepts for fair value measurements, are set forth below:
| CarryingAmount · Fair Value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total · Level 1 · Level 2 · Level 3 | ||||||||
| (In Thousands) | ||||||||
| Financial assets: | ||||||||
| Cash and cash equivalents | $92,277 | $92,277 | $92,277 | $— | $— | |||
| Securities available-for-sale | 398,807 | 398,807 | — | 398,807 | — | |||
| Securities held-to-maturity | 4,546 | 4,414 | — | 4,414 | — | |||
| Loans held for sale | — | — | — | — | — | |||
| Loans and lease receivables, net | 3,637,276 | 3,625,543 | — | — | 3,625,543 | |||
| Federal Home Loan Bank stock | 5,979 | N/A | N/A | N/A | N/A | |||
| Accrued interest receivable | 13,578 | 13,578 | 13,578 | — | — | |||
| Interest rate swaps | 78,574 | 78,574 | — | 78,574 | — | |||
| Financial liabilities: | ||||||||
| Deposits | 3,749,773 | 3,748,255 | 3,054,015 | 694,240 | — | |||
| Federal Home Loan Bank advances and other borrowings | 187,393 | 185,933 | — | 185,933 | — | |||
| Accrued interest payable | 8,629 | 8,629 | 8,629 | — | — | |||
| Interest rate swaps | 63,513 | 63,513 | — | 63,513 | — | |||
| Off-balance sheet items: | ||||||||
| Standby letters of credit | 259 | 259 | — | — | 259 | |||
N/A = The fair value is not applicable due to restrictions placed on transferability
| CarryingAmount · Fair Value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total · Level 1 · Level 2 · Level 3 | ||||||||
| (In Thousands) | ||||||||
| Financial assets: | ||||||||
| Cash and cash equivalents | $39,485 | $39,485 | $39,485 | $— | $— | |||
| Securities available-for-sale | 422,087 | 422,087 | — | 422,087 | — | |||
| Securities held-to-maturity | 5,210 | 5,141 | — | 5,141 | — | |||
| Loans held for sale | 18,849 | 20,357 | — | 20,357 | — | |||
| Loans and lease receivables, net | 3,337,364 | 3,330,756 | — | — | 3,330,756 | |||
| Federal Home Loan Bank stock | 8,940 | N/A | N/A | N/A | N/A | |||
| Accrued interest receivable | 13,100 | 13,100 | 13,100 | — | — | |||
| Interest rate swaps | 36,515 | 36,515 | — | 36,515 | — | |||
| Financial liabilities: | ||||||||
| Deposits | 3,380,415 | 3,382,348 | 2,575,431 | 806,917 | — | |||
| Federal Home Loan Bank advances and other borrowings | 252,051 | 251,312 | — | 251,312 | — | |||
| Accrued interest payable | 9,417 | 9,417 | 9,417 | — | — | |||
| Interest rate swaps | 36,926 | 36,926 | — | 36,926 | — | |||
| Off-balance sheet items: | ||||||||
| Standby letters of credit | 197 | 197 | — | — | 197 | |||
N/A = The fair value is not applicable due to restrictions placed on transferability
Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the unaudited Consolidated Balance Sheets. In cases where quoted market prices are not 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. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Corporation.
Securities: The fair value measurements of investment securities are determined by a third-party pricing service which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, trade execution data, market consensus prepayment speeds, credit information, and the securities’ terms and conditions, among other things. The fair value measurements are subject to independent verification by another pricing source on a quarterly basis to review for reasonableness. Any significant differences in pricing are reviewed with appropriate members of management who have the relevant technical expertise to assess the results. The Corporation has determined that these valuations are classified in Level 2 of the fair value hierarchy. When the independent pricing service does not provide a fair value measurement for a particular security, the Corporation will estimate the fair value based on specific information about each security. Fair values derived in this manner are classified in Level 3 of the fair value hierarchy.
Loans Held for Sale: Loans held for sale, which consist of the guaranteed portions of SBA 7(a) loans, are carried at the lower of cost or estimated fair value. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.
Derivatives: The carrying amount and fair value of existing derivative financial instruments are based upon independent valuation models, which use widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative contract. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation considers the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Limitations: Fair value estimates are made at a discrete point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holding of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and are not considered in the estimates.
Note 13 — Derivative Financial Instruments
The Corporation offers interest rate swap products directly to qualified commercial borrowers. The Corporation economically hedges client derivative transactions by entering into offsetting interest rate swap contracts executed with a third party. Derivative transactions executed as part of this program are not considered hedging instruments and are marked-to-market through earnings each period. The derivative contracts have mirror-image terms, which results in the positions’ changes in fair value offsetting through earnings each period. The credit risk and risk of non-performance embedded in the fair value calculations is different between the dealer counterparties and the commercial borrowers which may result in a difference in the changes in the fair value of the mirror-image swaps. The Corporation incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the counterparty’s risk in the fair value measurements. When evaluating the fair value of its derivative contracts for the effects of non-performance and credit risk, the Corporation considered the impact of netting and any applicable credit enhancements such as collateral postings, thresholds, and guarantees. As of September 30, 2026 there wasno credit valuation allowance. As of December 31, 2025 the credit valuation allowance was$116,000.
The Corporation receives fixed rates and pays floating rates based upon designated benchmark interest rates used on the swaps with commercial borrowers. Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements. The Corporation pays fixed rates and receives floating rates based upon designated benchmark interest rates used on the swaps with dealer counterparties. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and are reported on the unaudited Consolidated Balance Sheets. The gross amount of the fair value of the dealer counterparty swaps, without regard to the enforceable master netting agreement, was a gross derivative asset of$63.5 million and gross derivative liability of$85,000 as of September 30, 2026.
All changes in fair value of these instruments are recorded in other non-interest income. Given the mirror-image terms of the outstanding derivative portfolio, the change in fair value for the three and nine months ended September 30, 2026 and 2025 had an insignificant impact on the unaudited Consolidated Statements of Income.
The Corporation also enters into interest rate swaps to manage interest rate risk and reduce the cost of match-funding certain long-term fixed rate loans. These derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value. The instruments are designated as cash flow hedges as the receipt of floating rate interest from the counterparty is used to manage interest rate risk related to cash outflows attributable to future wholesale deposit or short-term FHLB advance borrowings. The change in the fair value of these hedging instruments is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transactions affect earnings. A pre-tax unrealized gain of$8.5 million and$14.8 million was recognized in other comprehensive income for the three and nine months ended September 30, 2026, respectively, and there wereno ineffective portions of the hedges. A pre-tax unrealized loss of$665,000 and$9.5 million was recognized in other comprehensive income for the three and nine months ended September 30, 2025, respectively, and there wereno ineffective portions of the hedges.
The Corporation also enters into interest rate swaps to mitigate market value volatility on certain long-term fixed securities. The objective of the hedge is to protect the Corporation against changes in fair value due to changes in benchmark interest rates. The instruments are designated as fair value hedges as the changes in the fair value of the interest rate swap are expected to offset changes in the fair value of the hedged item attributable to changes in the SOFR swap rate, the designated benchmark interest rate. These derivative contracts involve the receipt of floating rate interest from a counterparty in exchange for the Corporation making fixed-rate payments over the life of the agreement, without the exchange of the underlying notional value. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income. A pre-tax unrealized gain of$492,000 and$678,000 was recognized in other comprehensive income for the three and nine months ended September 30, 2026, respectively, and there wasno ineffective portion of the hedges. A pre-tax unrealized loss of$13,000 and$257,000 wasrecognized in other comprehensive income, resulting from adjustmentsto the carrying values of the hedged available-for-sale securities, for the three and nine months ended September 30, 2025, respectively, and there wasno ineffective portion of the hedges.
| Number ofInstruments | NotionalAmount | WeightedAverageMaturity(In Years) | FairValue | |
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Included in Derivative assets | ||||
| Derivatives not designated as hedging instruments | ||||
| Interest rate swap agreements on loans with commercial loan clients | 7 | $87,873 | 2.91 | $85 |
| Interest rate swap agreements on loans with third-party counterparties | 130 | 1,270,848 | 3.73 | 63,428 |
| Derivatives designated as hedging instruments | ||||
| Interest rate swap related to AFS securities | 11 | $12,500 | 5.53 | $1,516 |
| Interest rate swap related to wholesale funding | 45 | 472,489 | 2.72 | 13,545 |
| Included in Derivative liabilities | ||||
| Derivatives not designated as hedging instruments | ||||
| Interest rate swap agreements on loans with commercial loan clients | 123 | $1,182,974 | 3.80 | $63,513 |
| Derivatives designated as hedging instruments | ||||
| Interest rate swap related to wholesale funding | — | $— | — | $— |
| Number ofInstruments | NotionalAmount | WeightedAverageMaturity(In Years) | FairValue | |
|---|---|---|---|---|
| (Dollars in Thousands) | ||||
| Included in Derivative assets | ||||
| Derivatives not designated as hedging instruments | ||||
| Interest rate swap agreements on loans with commercial loan clients | 62 | $662,325 | 3.64 | $9,704 |
| Interest rate swap agreements on loans with third-party counter parties | 124 | 1,166,859 | 4.36 | 24,854 |
| Derivatives designated as hedging instruments | ||||
| Interest rate swap related to AFS securities | 11 | $12,500 | 6.28 | $839 |
| Interest rate swap related to wholesale funding | 4 | 48,400 | 2.12 | 1,118 |
| Included in Derivative liabilities | ||||
| Derivatives not designated as hedging instruments | ||||
| Interest rate swap agreements on loans with commercial loan clients | 62 | $504,535 | 5.31 | $34,558 |
| Derivatives designated as hedging instruments | ||||
| Interest rate swap related to wholesale funding | 45 | $449,089 | 3.29 | $2,368 |
Note 14 — Regulatory Capital
The Corporation and the Bank are subject to various regulatory capital requirements administered by Federal and Wisconsin agencies that regulate financial institutions and financial service providers. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions on the part of regulators, that if undertaken, could have a direct material effect on the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory practices. The Corporation’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The Corporation regularly reviews and updates, when appropriate, its capital and liquidity action plans, which are designed to help ensure appropriate capital adequacy, to plan for future capital needs, and to ensure that the Corporation serves as a source of financial strength to the Bank. The Corporation’s and the Bank’s Board and management teams adhere to the appropriate regulatory guidelines on decisions which affect their respective capital positions, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.
As a bank holding company, the Corporation’s ability to pay dividends is affected by the policies and enforcement powers of the Board of Governors of the Federal Reserve system (the “Federal Reserve”). Federal Reserve guidance urges financial institutions to strongly consider eliminating, deferring, or significantly reducing dividends if: (i) net income available to common shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividend; (ii) the prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios. Management intends, when appropriate under regulatory guidelines, to consult with the Federal Reserve Bank (“FRB”) of Chicago and provide it with information on the Corporation’s then-current and prospective earnings and capital position in advance of declaring any cash dividends. As a Wisconsin corporation, the Corporation is subject to the limitations of the Wisconsin Business Corporation Law, which prohibit the Corporation from paying dividends if such payment would: (i) render the Corporation unable to pay its debts as they become due in the usual course of business, or (ii) result in the Corporation’s assets being less than the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of any shareholders with preferential rights superior to those shareholders receiving the dividend.
The Bank is also subject to certain legal, regulatory, and other restrictions on their ability to pay dividends to the Corporation. As a bank holding company, the payment of dividends by the Bank to the Corporation is one of the sources of funds the Corporation could use to pay dividends, if any, in the future and to make other payments. Future dividend decisions by the Bank and the Corporation will continue to be subject to compliance with various legal, regulatory, and other restrictions as defined from time to time.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of Total Common Equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to adjusted total assets. These risk-based capital requirements presently address credit risk related to both recorded and off-balance sheet commitments and obligations.
As of September 30, 2026, the Corporation’s capital levels exceeded the regulatory minimums and the Bank’s capital levels remained characterized as well capitalized under the regulatory framework. The following tables summarize both the Corporation’s and the Bank’s capital ratios and the ratios required by their federal regulators:
| Actual | Minimum Requiredfor CapitalAdequacy Purposes | For CapitalAdequacy PurposesPlus CapitalConservation Buffer | Minimum Requiredto Be WellCapitalized UnderPrompt CorrectiveAction Requirements | |||||
|---|---|---|---|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| (Dollars in Thousands) | ||||||||
| Total capital (to risk-weighted assets) | ||||||||
| Consolidated | $499,178 | 12.25% | $326,114 | 8.00% | $428,025 | 10.50% | N/A | N/A |
| First Business Bank | 495,485 | 12.15 | 326,122 | 8.00 | 428,035 | 10.50 | $407,652 | 10.00% |
| Tier 1 capital (to risk-weighted assets) | ||||||||
| Consolidated | $405,434 | 9.95% | $244,586 | 6.00% | $346,497 | 8.50% | N/A | N/A |
| First Business Bank | 456,636 | 11.20 | 244,591 | 6.00 | 346,504 | 8.50 | $326,122 | 8.00% |
| Common equity tier 1 capital (to risk-weighted assets) | ||||||||
| Consolidated | $393,442 | 9.65% | $183,439 | 4.50% | $285,350 | 7.00% | N/A | N/A |
| First Business Bank | 456,636 | 11.20 | 183,444 | 4.50 | 285,357 | 7.00 | $264,974 | 6.50% |
| Tier 1 leverage capital (to adjusted assets) | ||||||||
| Consolidated | $405,434 | 9.22% | $175,886 | 4.00% | $175,886 | 4.00% | N/A | N/A |
| First Business Bank | 456,636 | 10.40 | 175,630 | 4.00 | 175,630 | 4.00 | $219,537 | 5.00% |
| Actual (1) | Minimum Requiredfor CapitalAdequacy Purposes | For CapitalAdequacy PurposesPlus CapitalConservation Buffer | Minimum Requiredto Be WellCapitalized UnderPrompt CorrectiveAction Requirements | |||||
|---|---|---|---|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| (Dollars in Thousands) | ||||||||
| Total capital (to risk-weighted assets) | ||||||||
| Consolidated | $463,447 | 12.24% | $302,917 | 8.00% | $397,578 | 10.50% | N/A | N/A |
| First Business Bank | 460,423 | 12.16 | 302,929 | 8.00 | 397,594 | 10.50 | $378,661 | 10.00% |
| Tier 1 capital (to risk-weighted assets) | ||||||||
| Consolidated | $370,786 | 9.79% | $227,188 | 6.00% | $321,849 | 8.50% | N/A | N/A |
| First Business Bank | 422,567 | 11.16 | 227,197 | 6.00 | 321,862 | 8.50 | $302,929 | 8.00% |
| Common equity tier 1 capital (to risk-weighted assets) | ||||||||
| Consolidated | $358,794 | 9.48% | $170,391 | 4.50% | $265,052 | 7.00% | N/A | N/A |
| First Business Bank | 422,567 | 11.16 | 170,398 | 4.50 | 265,063 | 7.00 | $246,130 | 6.50% |
| Tier 1 leverage capital (to adjusted assets) | ||||||||
| Consolidated | $370,786 | 8.86% | $167,376 | 4.00% | $167,376 | 4.00% | N/A | N/A |
| First Business Bank | 422,567 | 10.11 | 167,237 | 4.00 | 167,237 | 4.00 | $209,046 | 5.00% |
(1)
2025 capital amounts include $338,000 of additional stockholders’ equity as elected by the Corporation and permitted by federal banking regulatory agencies related to the adoption of ASC 326. Risk-weighted assets were also adjusted accordingly.
Note 15 — Segment Information
The Corporation’sreportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided by the Corporation’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review the performance of various components of the business. These components are then aggregated if operating performance, products and services and customers are similar. The chief operating decision maker will evaluate the financial performance of the Corporation’s business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Corporation’s segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and return on assets. The chief operating decision maker uses consolidated net income to benchmark the Corporation against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results is used in assessing performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, compensation expense, and provision for credit losses provide significant expenses in the banking operations. All operations are domestic.
| As of and for the Nine MonthsEnded September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (In Thousands) | ||
| Interest income | $193,442 | $184,558 |
| Reconciliation of revenue | ||
| Other revenues | 25,773 | 24,475 |
| Total consolidated revenues | 219,215 | 209,033 |
| Less: interest expense | 80,704 | 82,630 |
| Segment net interest and non-interest income | 138,511 | 126,403 |
| Less: | ||
| Provision for credit losses | 6,969 | 6,800 |
| Compensation expense | 54,772 | 50,723 |
| Other segment items | 26,135 | 24,665 |
| Income tax expense | 6,283 | 7,229 |
| Segment and consolidated net income | $44,352 | $36,986 |
| Other segment disclosures: | ||
| Interest income | $193,442 | $184,558 |
| Interest expense | 80,704 | 82,630 |
| Depreciation, amortization, and accretion | 2,897 | 2,824 |
| Other significant noncash item: | ||
| Provision for credit losses | 6,969 | 6,800 |
| Segment assets | 4,444,272 | 4,034,845 |
| Expenses for segment assets | 80,907 | 75,388 |
| Reconciliation of assets: | ||
| Total assets for reportable segments | $4,444,272 | $4,034,845 |
| Other assets | — | — |
| Total consolidated assets | $4,444,272 | $4,034,845 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.