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SOUTHERN FIRST BANCSHARES INC

For the period ended Jun 30, 2025. Filed Aug 1, 2025.

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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.

Jun 30, 2025 · Filed Aug 1, 2025

SFST$60.82+2.6%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

NOTE 1 –Summary of Significant Accounting Policies

Nature of Business

Southern First Bancshares, Inc. (the “Company”) is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the “Bank”) and all of the stock of Greenville First Statutory Trusts I and II (collectively, the “Trusts”). The Trusts are special purpose non-consolidated entities organized for the sole purpose of issuing trust preferred securities. The Bank’s primary federal regulator is the Federal Deposit Insurance Corporation (the “FDIC”). The Bank is also regulated and examined by the South Carolina Board of Financial Institutions. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the FDIC, and providing commercial, consumer and mortgage loans to the general public.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 3, 2025. The consolidated financial statements include the accounts of the Company and the Bank. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation,” the financial statements related to the Trusts have not been consolidated.

Risk and Uncertainties

In the normal course of its business, the Company encounters two significant types of risks: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different bases, than its interest-earning assets. Credit risk is the risk of default within the Company’s loan portfolio that results from borrowers’ inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company. There were several notable bank failures in 2023, driven primarily by liquidity challenges as depositors rapidly withdrew funds. These failures were exacerbated by the impact of rising interest rates, which left affected banks unable to sell long-term investment securities without incurring significant losses. In response, regulators took steps to stabilize the banking system, including ensuring that losses to the Deposit Insurance Fund used to support uninsured depositors would be recovered through a special assessment on banks, as mandated by law. While the banking disruptions seen in 2023 have largely stabilized, the financial environment remains uncertain, shaped by ongoing inflationary pressures, and persistent concerns around commercial real estate values and refinancing risks. In early 2025, the Federal Reserve began lowering interest rates in response to easing inflation and slowing growth. While lower rates can support loan demand, they may also compress net interest margins. The Federal Reserve is also continuing balance sheet reduction, contributing to some funding and market volatility. The long-term impact of these developments on the economy, financial institutions, and regulatory frameworks remains uncertain.

The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject the Company to changes with respect to the valuation of assets, the amount of required credit loss allowance and operating restrictions resulting from the regulators’ judgments based on information available to them at the time of their examinations.

The Bank makes loans to individuals and businesses in the Upstate, Midlands, and Lowcountry regions of South Carolina as well as the Triangle, Triad and Charlotte regions of North Carolina and Atlanta, Georgia for various personal and commercial purposes. The Bank’s loan portfolio has a concentration of real estate loans. As of June 30, 2025 and December 31, 2024, real estate loans represented 83.2% and 83.5%, respectively, of total loans. However, borrowers’ ability to repay their loans is not dependent upon any specific economic sector.

As of June 30, 2025, the Company’s and the Bank’s capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession, our reported and regulatory capital ratios could be adversely impacted by future credit losses.

The Company maintains access to multiple sources of liquidity, including a $15.0 million holding company line of credit with another bank which could be used to support capital ratios at the subsidiary bank. As of June 30, 2025, the $15.0 million line was unused.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, real estate acquired in the settlement of loans, fair value of financial instruments, and valuation of deferred tax assets.

Reclassifications

Certain amounts, previously reported, have been reclassified to state all periods on a comparable basis and had no effect on shareholders’ equity or net income.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA extends or makes permanent a number of provisions originally enacted in the 2017 Tax Cuts and Jobs Act and introduces new items affecting both individuals and businesses. Topic 740, Income Taxes, of the FASB Accounting Standards Codification requires the effects of newly enacted tax law to be recognized in the period of enactment. Because enactment occurred after the quarter-end date of June 30, 2025, we are evaluating OBBBA’s impact on our deferred tax assets and liabilities, effective tax rate, and tax-related processes (e.g., payroll reporting for qualifying wage items). Based on preliminary analysis, we do not currently expect the OBBBA to have a material impact on our 2025 estimated annual effective tax rate or on our consolidated financial statements, but our evaluation is ongoing.

Newly Issued, But Not Yet Effective Accounting Standards

In November 2024, the FASB amended the Income Statement – Reporting Comprehensive Income topic in the Accounting Standards Codification to require public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements. The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company will apply the amendments retrospectively to all prior periods presented in the financial statements. The Company does not expect these amendments to have a material effect on its financial statements.

Operating Segments

The Company adopted Accounting Standards Update 2023-07 “Segment Reporting (Topic 280) – Improvement to Reportable Segment Disclosures” on January 1, 2024. The Company, through the Bank, provides a broad range of financial services to individuals and companies in South Carolina, North Carolina, and Georgia. The Company operates through a single operating and reporting segment, primarily as a bank through services including demand, time and savings deposits; lending services; ATM processing and mortgage banking services. The Company’s chief operating decision maker, the Company’s Chief Executive Officer, assesses performance for the Company and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. While the chief operating decision maker monitors the operating results of its lines of business, operations are managed and financial performance is evaluated on a consolidated basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

Change in Accounting Estimate

During the first quarter of 2025, the Company refined its methodology for estimating the allowance for credit losses (“ACL”) on loans by transitioning from a lifetime probability of default and loss given default model to a discounted cash flow (“DCF”) approach. The Company transitioned to the DCF method as it allows for a better estimation of credit losses through customization among the various inputs by loan segmentation. The DCF model uses regression techniques that relate one or more economic factors to the default rate of various portfolios to build reasonable and supportable forecasts to estimate future losses. The Company determined that the national gross domestic product and unemployment rate were the two economic factors which had the greatest correlation to historical performance for use in the forecasted portion of the model. In addition, the transition to the DCF model allowed the Company to reduce its reliance on qualitative factors and to analyze them on a more granular level, such as by segment. The refinement represents a change in accounting estimate under ASC Topic 250, Accounting Changes and Error Corrections, with prospective application beginning in the period of change. This change in accounting estimate did not have a material effect on the Company’s financial statements.

NOTE 2 –Investment Securities

The amortized costs and fair value of investment securities are as follows:

Amortized · Gross Unrealized · Fair
(dollars in thousands) Corporate bonds [Member]CostGainsLossesValue
Available for sale Asset-backed securities [Member]
Corporate bonds US treasuries [Member]$2,109-1471,962
US treasuries999-63936
US government agencies US government agencies [Member]16,861271,32315,565
State and political subdivisions State and political subdivisions [Member]22,261-2,75919,502
Asset-backed securities Mortgage-backed securities [Member]34,6032429334,334
Mortgage-backed securities64,197117,64056,568
Total investment securities available for sale$141,0306212,225128,867
Amortized · Gross Unrealized · Fair
CostGainsLossesValue
Available for sale
Corporate bonds$2,121-1941,927
US treasuries999-91908
US government agencies17,54011,74615,795
State and political subdivisions22,387-3,06519,322
Asset-backed securities36,6133611136,538
Mortgage-backed securities66,988199,37057,637
Total investment securities available for sale$146,6485614,577132,127

Contractual maturities and yields on the Company’s investment securities at June 30, 2025 and December 31, 2024 are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Less than one year · One to five years · Five to ten years · Over ten years · Total
(dollars in thousands) · Amount · Yield · Amount · Yield · Amount · Yield · Amount · Yield · Amount · Yield
Available for sale
Corporate bonds$--$1,9622.03%$--$--$1,9622.03%
US treasuries--9361.27%----9361.27%
US government agencies--5,1961.10%10,3694.11%--15,5653.11%
State and political subdivisions4662.13%2,9951.64%4,5582.23%11,4832.14%19,5022.09%
Asset-backed securities----3,4495.23%30,8855.51%34,3345.48%
Mortgage-backed securities--6,6351.28%8,8652.86%41,0682.39%56,5682.34%
Total investment securities$4662.13%$17,7241.37%$27,2413.53%$83,4363.51%$128,8673.22%
Less than one year · One to five years · Five to ten years · Over ten years · Total
(dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Available for sale
Corporate bonds$--$1,9272.02%$--$--$1,9272.02%
US treasuries--9081.27%----9081.27%
US government agencies--5,0211.10%10,7744.51%--15,7953.43%
State and political subdivisions4612.13%1,7261.61%5,0492.10%12,0862.13%19,3222.08%
Asset-backed securities--236.14%3,4205.25%33,0955.87%36,5385.81%
Mortgage-backed securities--6,5491.28%7,5483.00%43,5402.45%57,6372.39%
Total investment securities$4612.13%$16,1541.35%$26,7913.73%$88,7213.68%$132,1273.40%

The tables below summarize gross unrealized losses on investment securities and the fair market value of the related securities at June 30, 2025 and December 31, 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

Total investment securities[Member] · Less than 12 months · 12 months or longer · Total
(dollars in thousands) · # · Fair value · Unrealized losses · # · Fair value · Unrealized losses · # · Fair value · Unrealized losses
Available for sale
Corporate bonds-$-$-1$1,962$1471$1,962$147
US treasuries---193663193663
US government agencies---910,6931,323910,6931,323
State and political subdivisions29451073118,5572,6523319,5022,759
Asset-backed1021,35213458,4001591529,752293
Mortgage-backed securities811,3191975944,2837,4436755,6027,640
Total investment securities20$33,616$438106$84,831$11,787126$118,447$12,225
Less than 12 months · 12 months or longer · Total
(dollars in thousands)#Fair valueUnrealized losses#Fair valueUnrealized losses#Fair valueUnrealized losses
Available for sale
Corporate bonds-$-$-1$1,927$1941$1,927$194
US treasuries---190891190891
US government agencies12,6941910,2691,7451012,9631,746
State and political subdivisions31,4361533017,8862,9123319,3223,065
Asset-backed615,8288355,344281121,172111
Mortgage-backed securities68,2264096145,3608,9616753,5869,370
Total investment securities16$28,184$646107$81,694$13,931123$109,878$14,577

At June 30, 2025, the Company had 126 individual investments that were in an unrealized loss position. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The individual securities are each investment grade securities. The Company considers factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. As such, there isno allowance for credit losses on available for sale securities recognized as of June 30, 2025.

Other investments are comprised of the following and are recorded at cost which approximates fair value.

(dollars in thousands)June 30, 2025December 31, 2024
Federal Home Loan Bank stock$14,54014,516
Other nonmarketable investments4,9634,571
Investment in Trust Preferred subsidiaries403403
Total other investments$19,90619,490

The Company has evaluated other investments for impairment and determined that the other investments are not impaired as of June 30, 2025 and that ultimate recoverability of the par value of the investments is probable. All of the FHLB stock is used to collateralize advances with the FHLB.

At June 30, 2025, there were no securities pledged as collateral for repurchase agreements from brokers.

NOTE 3 –Mortgage Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are reported as loans held for sale and carried at fair value under the fair value option with changes in fair value recognized in current period earnings. At the date of funding of the mortgage loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment, less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the loan. At June 30, 2025, mortgage loans held for sale totaled $10.7 million compared to $4.6 million at December 31, 2024.

NOTE 4 –Loans and Allowance for Credit Losses

The following table summarizes the composition of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled $5.8 million as of June 30, 2025 and $6.2 million as of December 31, 2024.

June 30, 2025December 31, 2024
(dollars in thousands)Commercial [Member]Amount% of TotalAmount% of Total
Commercial
Owner occupied REOwner occupied RE [Member]$686,42418.3%$651,59717.9%
Non-owner occupied RE939,16325.1%924,36725.5%
ConstructionConstruction [Member]68,4211.8%103,2042.8%
BusinessConsumer [Member]589,66115.7%556,11715.3%
Total commercial loans2,283,66960.9%2,235,28561.5%
Consumer
Real estateReal estate [Member]1,164,18731.1%1,128,62931.1%
Home equityHome equity [Member]234,6086.3%204,8975.6%
ConstructionNon-owner occupied RE [Member]25,2100.6%20,8740.6%
OtherOther [Member]39,1671.1%42,0821.2%
Total consumer loans1,463,17239.1%1,396,48238.5%
Total gross loans, net of deferred fees3,746,841100.0%3,631,767100.0%
Less—allowance for credit losses(41,285)(39,914)
Total loans, net$3,705,556$3,591,853

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following tables summarizes the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers have the right to prepay obligations with or without prepayment penalties.

(dollars in thousands)One year or lessAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial
Owner occupied RE$29,789246,900378,09931,636686,424
Non-owner occupied RE130,079590,968199,96818,148939,163
Construction20,80537,7129,904-68,421
Business125,294324,197136,4843,686589,661
Total commercial loans305,9671,199,777724,45553,4702,283,669
Consumer
Real estate30,212115,579232,412785,9841,164,187
Home equity4,99241,507183,8264,283234,608
Construction15,2891,1688,753-25,210
Other6,12831,1191,19472639,167
Total consumer loans56,621189,373426,185790,9931,463,172
Total gross loans, net of deferred fees$362,5881,389,1501,150,640844,4633,746,841
(dollars in thousands)One year or lessAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial
Owner occupied RE$21,235220,648369,74839,966651,597
Non-owner occupied RE129,269547,864227,98719,247924,367
Construction6,47977,63619,089-103,204
Business129,978277,830144,0564,253556,117
Total commercial loans286,9611,123,978760,88063,4662,235,285
Consumer
Real estate20,98282,896281,091743,6601,128,629
Home equity3,45436,722160,3804,341204,897
Construction5,8492,13310,4272,46520,874
Other7,66030,6333,04074942,082
Total consumer loans37,945152,384454,938751,2151,396,482
Total gross loans, net of deferred fees$324,9061,276,3621,215,818814,6813,631,767

The following table summarizes the loans due after one year by category.

June 30, 2025 · December 31, 2024
Interest RateInterest Rate
(dollars in thousands)FixedFloating or AdjustableFixedFloating or Adjustable
Commercial
Owner occupied RE$609,73946,896$599,17931,183
Non-owner occupied RE711,04298,042701,29793,801
Construction25,91621,70063,01933,706
Business293,806170,561281,316144,823
Total commercial loans1,640,503337,1991,644,811303,513
Consumer
Real estate1,133,975-1,107,647-
Home equity9,355220,2619,899191,544
Construction9,921-15,025-
Other7,26425,7758,03826,384
Total consumer loans1,160,515246,0361,140,609217,928
Total gross loans, net of deferred fees$2,801,018583,235$2,785,420521,441

Credit Quality Indicators

The Company tracks credit quality based on its internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. After loans are initially graded, they are monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.

A description of the general characteristics of the risk grades is as follows:

·Pass— A pass loan ranges from minimal to average credit risk; however, still has acceptable credit risk.
·Watch—A watch loan exhibits above average credit risk due to minor weaknesses and warrants closer scrutiny by management.
·Special mention—A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.
·Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, which may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
·Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

The following table presents loan balances classified by credit quality indicators by year of origination as of June 30, 2025.

(dollars in thousands)20252024202320222021PriorRevolvingRevolving Converted to TermTotal
Commercial
Owner occupied RE
Pass$36,17963,27141,591192,649119,822202,27485-655,871
Watch1,7254565,8635,9902,30910,569--26,912
Special Mention---152-3,489--3,641
Total Owner occupied RE37,90463,72747,454198,791122,131216,33285-686,424
Non-owner occupied RE
Pass46,51156,53763,173311,548141,985266,6551,034467887,910
Watch-1292,2394,10017,8859,854--34,207
Special Mention----1927,660--7,852
Substandard---2,253-6,941--9,194
Total Non-owner occupied RE46,51156,66665,412317,901160,062291,1101,034467939,163
Construction
Pass3,78420,93313,23522,3612,432---62,745
Watch--2,4981,1702,008---5,676
Total Construction3,78420,93315,73323,5314,440---68,421
Business
Pass66,76850,56651,579110,43132,08258,200193,4111,518564,555
Watch4768339004,0632,3305,3566,57940620,943
Special Mention831,027-639-603643-2,995
Substandard180----613375-1,168
Total Business67,50752,42652,479115,13334,41264,772201,0081,924589,661
Current period gross write-offs-----(78)(63)-(141)
Total Commercial loans155,706193,752181,078655,356321,045572,214202,1272,3912,283,669
Consumer
Real estate
Pass87,20569,031135,777267,699255,257297,284--1,112,253
Watch1006674,2596,8028,5558,134--28,517
Special Mention1518181,7285,1432,6367,066--17,542
Substandard-6498539947332,646--5,875
Total Real estate87,45671,165142,617280,638267,181315,130--1,164,187
Home equity
Pass------218,079-218,079
Watch------9,004-9,004
Special Mention------5,995-5,995
Substandard------1,530-1,530
Total Home equity------234,608-234,608
Construction
Pass10,1536,259-6,815----23,227
Watch--1,983-----1,983
Total Construction10,1536,2591,9836,815----25,210
Other
Pass9691,0416781,2334692,96130,469-37,820
Watch-1654233354119107-820
Special Mention5326320584432-497
Substandard30-------30
Total Other1,0041,2387261,5868813,12430,608-39,167
Current period gross write-offs------(5)-(5)
Total Consumer loans98,61378,662145,326289,039268,062318,254265,216-1,463,172
Total loans$254,319272,414326,404944,395589,107890,468467,3432,3913,746,841
Total Current period gross write-offs-----(78)(68)-(146)

The following table presents loan balances classified by credit quality indicators by year of origination as of December 31, 2024.

(dollars in thousands)20242023202220212020PriorRevolvingRevolving Converted to TermTotal
Commercial
Owner occupied RE
Pass$51,33847,997186,361122,30666,561145,743160238620,704
Watch4801,1803,6381,9628,82811,012--27,100
Special Mention--162--2,840--3,002
Substandard-----791--791
Total Owner occupied RE51,81849,177190,161124,26875,389160,386160238651,597
Non-owner occupied RE
Pass50,68570,517321,726145,65895,994183,723360220868,883
Watch-9546,08110,2384,7058,435--30,413
Special Mention---7,579-8,882--16,461
Substandard--969--7,641--8,610
Total Non-owner occupied RE50,68571,471328,776163,475100,699208,681360220924,367
Current period gross write-offs-----(1,029)--(1,029)
Construction
Pass24,07626,50134,06715,000----99,644
Watch-2,4201,140-----3,560
Total Construction24,07628,92135,20715,000----103,204
Business
Pass54,81441,743129,45038,31215,71651,566196,246803528,650
Watch-1325,3532,1741,4235,2438,77638923,490
Special Mention66095805-65533-2062,364
Substandard28---385630570-1,613
Total Business55,50241,970135,60840,48617,58957,972205,5921,398556,117
Current period gross write-offs---(143)(347)(18)(72)-(580)
Total Commercial loans182,081191,539689,752343,229193,677427,039206,1121,8562,235,285
Consumer
Real estate
Pass78,287144,487277,854263,079160,007153,584--1,077,298
Watch6712,4096,9618,5734,1474,632--27,393
Special Mention8171,5365,9872,6642,8045,181--18,989
Substandard2125089677468211,695--4,949
Total Real estate79,987148,940291,769275,062167,779165,092--1,128,629
Home equity
Pass------188,451-188,451
Watch------9,114-9,114
Special Mention------6,173-6,173
Substandard------1,159-1,159
Total Home equity------204,897-204,897
Current period gross write-offs------(45)-(45)
Construction
Pass7,7003,6369,222316----20,874
Total Construction7,7003,6369,222316----20,874
Other
Pass2,7328361,5211,5931,2292,60929,660-40,180
Watch1676112366-129595-1,330
Special Mention363532566-6545-572
Total Other2,9359321,8582,0251,2292,80330,300-42,082
Current period gross write-offs-----(38)(42)-(80)
Total Consumer loans90,622153,508302,849277,403169,008167,895235,197-1,396,482
Total loans$272,703345,047992,601620,632362,685594,934441,3091,8563,631,767
Total Current period gross write-offs---(143)(347)(1,085)(159)-(1,734)

The following tables present loan balances by age and payment status.

(dollars in thousands)Accruing 30-59 days past dueAccruing 60-89 days past dueAccruing 90 days or more past dueNonaccrual loansAccruing currentTotal
Commercial
Owner occupied RE$1,445---684,979686,424
Non-owner occupied RE--2046,941932,018939,163
Construction----68,42168,421
Business34835-717588,561589,661
Consumer
Real estate1,3841,037-3,0281,158,7381,164,187
Home equity545--708233,355234,608
Construction----25,21025,210
Other5863--39,04639,167
Total loans$3,7801,13520411,3943,730,3283,746,841
(dollars in thousands)Accruing 30-59 days past dueAccruing 60-89 days past dueAccruing 90 days or more past dueNonaccrual loansAccruing currentTotal
Commercial
Owner occupied RE$292---651,305651,597
Non-owner occupied RE---7,641916,726924,367
Construction----103,204103,204
Business1,319--1,016553,782556,117
Consumer
Real estate3,839938-1,9081,121,9441,128,629
Home equity41--312204,544204,897
Construction----20,87420,874
Other----42,08242,082
Total loans$5,491938-10,8773,614,4613,631,767

As of June 30, 2025 and December 31, 2024, accruing loans 30 days or more past due represented 0.14% and 0.18% of the Company’s total loan portfolio, respectively. Commercial loans accruing 30 days or more past due were 0.06% and 0.05% of the Company’s total loan portfolio as of June 30, 2025 and December 31, 2024, respectively. Consumer loans accruing 30 days or more past due were 0.08% and 0.13% of total loans as of June 30, 2025 and December 31, 2024, respectively.

The table below summarizes nonaccrual loans by major categories for the periods presented.

Schedule of nonaccrual loans by major categories
June 30, 2025 · December 31, 2024
Nonaccrual · Nonaccrual · Nonaccrual · Nonaccrual
loansloansTotalloansloansTotal
with nowith annonaccrualwith nowith annonaccrual
(dollars in thousands)allowanceallowanceloansallowanceallowanceloans
Commercial
Non-owner occupied RE$5,1561,7856,941$5,8441,7977,641
Business-717717-1,0161,016
Total commercial5,1562,5027,6585,8442,8138,657
Consumer
Real estate2,0309983,0281,5263821,908
Home equity708-708312-312
Total consumer2,7389983,7361,8383822,220
Total nonaccrual loans$7,8943,50011,394$7,6823,19510,877

The Company did not recognize interest income on nonaccrual loans for the three months ended June 30, 2025 and June 30, 2024. The accrued interest reversed during the three months ended June 30, 2025 and June 30, 2024

was not material. Foregone interest income on the nonaccrual loans for the three month period ended June 30, 2025 was $126,000, while foregone interest income on the nonaccrual loans for the three month period ended June 30, 2024 was not material.

We did not recognize interest income on nonaccrual loans for the six months ended June 30, 2025 and June 30, 2024. Accrued interest of $47,000 was reversed during the six months ended June 30, 2025 and $82,000 was reversed during the six months ended June 30, 2024. Foregone interest income on the nonaccrual loans for the six month period ended June 30, 2025 was $200,000, while foregone interest income on the nonaccrual loans for the six month period ended June 30, 2024 was not material.

The table below summarizes information regarding nonperforming assets.

Schedule of nonperforming assets
(dollars in thousands)June 30, 2025December 31, 2024
Nonaccrual loans$11,39410,877
Other real estate owned275-
Total nonperforming assets$11,66910,877
Nonperforming assets as a percentage of:
Total assets0.27%0.27%
Gross loans0.31%0.30%
Total loans over 90 days past due$2,0272,641
Loans over 90 days past due and still accruing204-

Modifications to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a discounted cash flow model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses due to the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Loan modifications to borrowers experiencing financial difficulty were not material for the three and six months ended June 30, 2025 and June 30, 2024.

Allowance for Credit Losses

The Company maintains an allowance for credit losses to provide for expected credit losses. Losses are charged against the allowance when management believes that the principal is uncollectable. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance are made for specific loans and for pools of similar types of loans, although the entire allowance is available for any loan that, in management’s judgment, should be charged against the allowance. A provision for credit losses is taken based on management’s ongoing evaluation of the appropriate allowance balance.

A formal evaluation of the adequacy of the ACL is conducted quarterly. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management's evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers' ability to repay a loan, the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. Management believes the level of the ACL is adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is increased through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off.

On January 1, 2025, the Company transitioned to the DCF modeling approach to estimate the ACL on loans as it allows for a better estimation of credit losses through customization among the various inputs by loan segmentation. The DCF methodology is applied on a segment-by-segment basis at the loan level with a one-year reasonable and supportable forecast period, followed by a one-year reversion to the long-term average. The Company considers economic forecasts of national gross domestic product (“GDP”) and unemployment rates as reported by Fannie Mae to inform the model for loss estimation. Historical loss rates used in the quantitative model were derived using both the Bank's and peer bank data obtained from publicly-available sources (i.e., federal call reports) encompassing an economic cycle. The peer group utilized by the Bank is comprised of financial institutions of relatively similar size (i.e., $1-$15 billion of total assets) and in similar markets. In addition, the DCF methodology considers the weighted average life of the portfolio, impacting the reaction time and the exposure to potential loss based on changes in the interest rate environment. Management also considers qualitative adjustments when estimating loan losses to take into account the model's quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include changes in lending policies; international, national, regional, and local conditions; volume and terms of loans; experience and depth of management; volume and severity of past due loans; effects of changes in lending policy; concentrations of credit; and loan review results. The Company enhanced its qualitative factor framework to better address risks that are not reflected in the quantitative loss factors.

Prior to January 1, 2025, the Company used a lifetime probability of default and loss given default modeling approach to estimate the allowance for credit losses on loans. This method used historical correlations between default experience and the age of loans to forecast defaults and losses, assuming that a loan in a pool shares similar risk characteristics such as loan product type, risk rating and loan age, and demonstrates similar default characteristics as other loans in that pool, as the loan progresses through its lifecycle. The Company calculated lifetime probability of default and loss given default rates based on historical loss experience, which is used to calculate expected losses based on the pool’s loss rate and the age of loans in the pool. The Company used its own internal data to measure historical credit loss experience within the pools with similar risk characteristics over an economic cycle. The probability of default and loss given default method also includes assumptions of observed migration over the lifetime of the underlying loan data. Loans that do not share risk characteristics were evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.

The following tables summarize the activity related to the allowance for credit losses for the three and six months ended June 30, 2025 and June 30, 2024.

Commercial · Consumer
(dollars in thousands)Owner occupied RENon- owner occupied REConstructionBusinessReal EstateHome EquityConstructionOtherTotal
Balance, beginning of period$3,9347,33358211,13115,1931,54948747840,687
Provision for credit losses for loans6984(120)21334096(32)-650
Loan charge-offs---(63)---(5)(68)
Loan recoveries---12-4--16
Net loan recoveries (charge-offs)---(51)-4-(5)(52)
Balance, end of period$4,0037,41746211,29315,5331,64945547341,285
Net charge-offs to average loans (annualized)0.01%
Allowance for credit losses to gross loans1.10%
Allowance for credit losses to nonperforming loans362.35%
Commercial · Consumer
(dollars in thousands)Owner occupied RENon- owner occupied REConstructionBusinessReal EstateHome EquityConstructionOtherTotal
Balance, beginning of period$6,11811,1671,5947,05410,6472,71967746540,441
Provision for credit losses for loans(651)424(263)1901,750(244)(399)(57)750
Loan charge-offs-(1,029)-(19)---(1)(1,049)
Loan recoveries---11-4--15
Net loan recoveries (charge-offs)-(1,029)-(8)-4-(1)(1,034)
Balance, end of period$5,46710,5621,3317,23612,3972,47927840740,157
Net charge-offs to average loans (annualized)0.11%
Allowance for credit losses to gross loans1.11%
Allowance for credit losses to nonperforming loans357.95%
Commercial · Consumer
(dollars in thousands)Owner occupied RENon- owner occupied REConstructionBusinessReal EstateHome EquityConstructionOtherTotal
Balance, beginning of period$5,48210,2199407,74512,3592,65511539939,914
Provision for credit losses(1,479)(2,802)(478)3,6153,174(1,014)340441,400
Loan charge-offs---(141)---(5)(146)
Loan recoveries---74-8-35117
Net loan recoveries (charge-offs)---(67)-8-30(29)
Balance, end of period$4,0037,41746211,29315,5331,64945547341,285
Net charge-offs to average loans (annualized)0.00%
Allowance for credit losses to gross loans1.10%
Allowance for credit losses to nonperforming loans362.35%
Commercial · Consumer
(dollars in thousands)Owner occupied RENon- owner occupied REConstructionBusinessReal EstateHome EquityConstructionOtherTotal
Balance, beginning of period$6,11811,1671,5947,38510,6472,60067749440,682
Provision for credit losses(651)424(263)1901,750(244)(399)(57)750
Loan charge-offs-(1,029)-(365)---(79)(1,473)
Loan recoveries---26-123-49198
Net loan recoveries (charge-offs)-(1,029)-(339)-123-(30)(1,275)
Balance, end of period$5,46710,5621,3317,23612,3972,47927840740,157
Net charge-offs to average loans (annualized)0.07%
Allowance for credit losses to gross loans1.11%
Allowance for credit losses to nonperforming loans357.95%

There was a provision for credit losses of $650,000 and $750,000 for the three months ended June 30, 2025 and June 30, 2024, respectively. In addition, the provision for credit losses was $1.4 million and $750,000 for the six months ended June 30, 2025 and June 30, 2024, respectively.

Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans for designation as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses.

Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an

individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.

The following tables present an analysis of collateral-dependent loans of the Company as of June 30, 2025 and December 31, 2024.

Schedule of analysis of collateral-dependent loans
Real · Business
(dollars in thousands)estateassetsOtherTotal
Commercial
Non-owner occupied RE$6,941--6,941
Business178539-717
Total commercial7,119539-7,658
Consumer
Real estate3,028--3,028
Home equity708--708
Total consumer3,736--3,736
Total$10,855539-11,394
Real · Business
(dollars in thousands)estateassetsOtherTotal
Commercial
Non-owner occupied RE$7,641--7,641
Business460556-1,016
Total commercial8,101556-8,657
Consumer
Real estate1,908--1,908
Home equity312--312
Total consumer2,220--2,220
Total$10,321556-10,877

Allowance for Credit Losses - Unfunded Loan Commitments

The allowance for credit losses for unfunded loan commitments was $1.5 million at June 30, 2025 and December 31, 2024, and is separately classified on the balance sheet within other liabilities. The following table presents the balance and activity in the ACL for unfunded loan commitments for the three and six months ended June 30, 2025 and June 30, 2024.

Schedule of allowance for credit losses for unfunded loan commitments
Three months endedThree months ended
(dollars in thousands)June 30, 2025June 30, 2024
Balance, beginning of period$1,4561,656
Provision for (reversal of) credit losses50(250)
Balance, end of period$1,5061,406
Unfunded Loan Commitments$791,253694,524
Reserve for Unfunded Commitments0.19%0.20%
Six months endedSix months ended
(dollars in thousands)June 30, 2025June 30, 2024
Balance, beginning of period$1,4561,831
Provision for (reversal of) credit losses50(425)
Balance, end of period$1,5061,406
Unfunded Loan Commitments$791,253694,524
Reserve for Unfunded Commitments0.19%0.20%

NOTE 5 –Derivative Financial Instruments

The Company utilizes derivative financial instruments primarily to manage its exposure to changes in interest rates. All derivative financial instruments are recognized as either assets or liabilities and measured at fair value.

The Company enters into commitments to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time, with clients who have applied for a loan and meet certain credit and underwriting criteria (interest rate lock commitments). These interest rate lock commitments (“IRLCs”) meet the definition of a derivative financial instrument and are reflected in the balance sheet at fair value with changes in fair value recognized in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets and derivative liabilities, respectively, and are measured based on the value of the underlying mortgage loan, quoted mortgage-backed securities (“MBS”) prices and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net of estimated commission expenses.

The Company manages the interest rate and price risk associated with its outstanding IRLCs and mortgage loans held for sale by entering into derivative instruments such as forward sales of MBS. These derivatives are free-standing derivatives and are not designated as instruments for hedge accounting. Management expects these derivatives will experience changes in fair value opposite to changes in fair value of the IRLCs and mortgage loans held for sale, thereby reducing earnings volatility. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline (IRLCs and mortgage loans held for sale) it wants to economically hedge. The gain or loss resulting from the change in the fair value of the derivative is recognized in the Company’s statement of income during the period of change.

The Company entered into a pay-fixed portfolio layer method (“PLM”) fair value swap, designated as a hedging instrument, with a total notional amount of $200.0 million in the second quarter of 2023. The hedging instrument matures on May 25, 2028. The Company entered into a second pay-fixed PLM fair value swap, designated as a hedging instrument, with a total notional amount of $100.0 million in the third quarter of 2024. The hedging instrument matures on August 27, 2027. Under the PLM method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments are made to record the swap at fair value on the consolidated balance sheets, with changes in fair value recognized in interest income. The carrying value of the fair value swap on the consolidated balance sheets will also be adjusted through interest income, based on changes in fair value attributable to changes in the hedged risk.

The following table represents the carrying value of the PLM hedged asset and liability and the cumulative fair value hedging adjustment included in the carrying value of the hedged asset as of June 30, 2025 and December 31, 2024.

Schedule of carrying value of the PLM hedged asset and liability and the cumulative fair value hedging adjustment
June 30, 2025December 31, 2024
(dollars in thousands)Carrying AmountHedge Basis AdjustmentCarrying AmountHedge Basis Adjustment
Fixed Rate Asset/Liability1$301,5721,572296,361(3,638)
1These amounts included the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of the assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of June 30, 2025, the amortized cost basis of the closed portfolio used in this hedging relationship was $638.5 million, the cumulative basis adjustment associated with this hedging relationship was $1.6 million, and the amount of the designated hedged item was $300.0 million.

The following table summarizes the Company’s outstanding financial derivative instruments at June 30, 2025 and December 31, 2024.

Schedule of outstanding financial derivative instruments
Fair Value
(dollars in thousands)NotionalBalance Sheet LocationAsset/(Liability)
Derivatives designated as hedging instruments:
Fair value swapFair value swap [Member]$300,000Other liabilities$(1,457)
Derivatives not designated as hedging instruments:
Mortgage loan interest rate lock commitmentsMortgage loan interest rate lock commitments [Member]23,213Other assets376
MBS forward sales commitmentsMBS forward sales commitments [Member]14,000Other liabilities(133)
Total derivative financial instrumentsTotal derivative financial instruments [Member]$337,213$(1,214)
Fair Value
(dollars in thousands)NotionalBalance Sheet LocationAsset/(Liability)
Derivatives designated as hedging instruments:
Fair value swap$300,000Other assets$3,698
Derivatives not designated as hedging instruments:
Mortgage loan interest rate lock commitments15,841Other assets188
MBS forward sales commitments10,500Other assets40
Total derivative financial instruments$326,341$3,926

Accrued interest receivable related to the interest rate swap as of June 30, 2025 totaled $190,000 and is excluded from the fair value presented in the table above.

The Company assesses the effectiveness of the fair value swap hedge with a regression analysis that compares the changes in forward curves to determine the value. The effective portion of changes in fair value of derivatives designated as fair value hedges is recorded through interest income. The Company does not offset derivative assets and derivative liabilities for financial statement presentation purposes.

The following table summarizes the effect of the fair value hedging relationship recognized in the consolidated statements of income for the three and six months ended June 30, 2025 and June 30, 2024.

Schedule of summarize the effect of fair value hedging relationship recognized in the consolidated statements of income
Three months ended June 30,Six months ended June 30,
(dollars in thousands)2025202420252024
Gain (loss) on fair value hedging relationship:
Hedged asset/(liability)$1,769(741)5,210(4,479)
Fair value derivative designated as hedging instrument(1,714)780(5,155)4,468
Total gain (loss) recognized in interest income on loans$553955(11)

NOTE 6 –Fair Value Accounting

FASB ASC 820, “Fair Value Measurement and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted market price in active markets

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market.

Level 2 – Significant other observable inputs

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include fixed income securities and mortgage-backed securities that are held in the Company’s available-for-sale portfolio and valued by a third-party pricing service, as well as certain individually evaluated loans.

Level 3 – Significant unobservable inputs

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 12 of the Company’s 2024 Annual Report on Form 10-K. See Note 5 for how the derivative asset fair value is determined. The Company’s loan portfolio is initially fair valued using a segmented approach, using the eight categories of loans as disclosed in Note 4 – Loans and Allowance for Credit Losses. Loans are considered a Level 3 classification.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

(dollars in thousands) · Level 1 · Level 2 · Level 3 · Total
Assets
Securities available for saleLevel 1 [Member]
Corporate bonds$-1,962-1,962
US treasuriesLevel 2 [Member]-936-936
US government agenciesLevel 3 [Member]-15,565-15,565
State and political subdivisions-19,502-19,502
Asset-backed securities-34,334-34,334
Mortgage-backed securities-56,568-56,568
Mortgage loans held for sale-10,739-10,739
Mortgage loan interest rate lock commitments-376-376
Total assets measured at fair value on a recurring basis$-139,982-139,982
Liabilities
MBS forward sales commitments$-133-133
Derivative liability-1,457-1,457
Total liabilities measured at fair value on a recurring basis$-1,590-1,590
(dollars in thousands) · Level 1 · Level 2 · Level 3 · Total
Assets
Securities available for sale:
Corporate bonds$-1,927-1,927
US treasuries-908-908
US government agencies-15,795-15,795
State and political subdivisions-19,322-19,322
Asset-backed securities-36,538-36,538
Mortgage-backed securities-57,637-57,637
Mortgage loans held for sale-4,565-4,565
Mortgage loan interest rate lock commitments-188-188
Derivative asset-3,698-3,698
MBS forward sales commitments-40-40
Total assets measured at fair value on a recurring basis$-140,618-140,618

The Company had no liabilities recorded at fair value on a recurring basis as of December 31, 2024.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024.

(dollars in thousands) · Level 1 · Level 2 · Level 3 · Total
Assets
Individually evaluated loans$-9,9631,08611,049
Total assets measured at fair value on a nonrecurring basis$-9,9631,08611,049
(dollars in thousands)Level 1Level 2Level 3Total
Assets
Individually evaluated loans$-9,1391,12710,266
Total assets measured at fair value on a nonrecurring basis$-9,1391,12710,266

The Company had no liabilities carried at fair value or measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024.

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of June 30, 2025 and December 31, 2024, the significant unobservable inputs used in the fair value measurements were as follows:

Valuation TechniqueSignificant Unobservable InputsRange of Inputs
Individually evaluated loansAppraised Value/ Discounted Cash FlowsDiscounts to appraisals or cash flows for estimated holding and/or selling costs or age of appraisal0-25%

Fair Value of Financial Instruments

Financial instruments require disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises and equipment and other assets and liabilities.

The estimated fair values of the Company’s financial instruments at June 30, 2025 and December 31, 2024 are as follows:

Schedule of estimated fair values of the company’s financial instruments
(dollars in thousands)Carrying AmountFair ValueLevel 1Level 2Level 3
Financial Assets:
Other investments, at cost$19,90619,906--19,906
Loans13,692,8403,457,034--3,457,034
Financial Liabilities:
Deposits3,636,3293,388,043-3,388,043-
Subordinated debentures24,90327,408-27,408-
(dollars in thousands)Carrying AmountFair ValueLevel 1Level 2Level 3
Financial Assets:
Other investments, at cost$19,49019,490--19,490
Loans13,579,6403,319,602--3,319,602
Financial Liabilities:
Deposits3,435,7653,158,893-3,158,893-
Subordinated debentures24,90327,539-27,539-
1Carrying amount is net of the allowance for credit losses and individually evaluated loans.

NOTE 7 –Leases

The Company had operating right-of-use (“ROU”) assets, included in property and equipment, of $19.8 million and $20.6 million as of June 30, 2025 and December 31, 2024, respectively. The Company had lease liabilities, included in other liabilities, of $22.5 million and $23.2 million as of June 30, 2025 and December 31, 2024, respectively. We maintain operating leases on land and buildings for various office spaces. The lease agreements have maturity dates ranging from July 2025 to February 2032, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term for these leases was 4.76 years and 4.95 years as June 30, 2025 and December, 31, 2024, respectively. The ROU asset and lease liability are recognized at lease commencement by calculating the present value of lease payments over the lease term. The ROU assets also include any initial direct costs incurred and lease payments made at or before commencement date and are reduced by any lease incentives.

The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term at implementation of the accounting standard and as of the lease commencement date for leases subsequently entered into. The weighted average discount rate for leases was 2.27% and 2.28% as of June 30, 2025 and December 31, 2024, respectively.

The total operating lease costs were $617,000 and $604,000 for the three months ended June 30, 2025 and 2024, respectively, and $1.2 million for the six months ended June 30, 2025 and 2024.

Operating lease payments due as of June 30, 2025 were as follows:

Schedule of operating lease payments
Operating
(dollars in thousands)Leases
2025$1,083
20262,210
20272,267
20282,015
20291,501
Thereafter18,686
Total undiscounted lease payments27,762
Discount effect of cash flows5,284
Total lease liability$22,478

NOTE 8 –Earnings Per Common Share

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three and six month periods ended June 30, 2025 and 2024. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options and unvested restricted stock that were outstanding at June 30, 2025. The assumed conversion of stock options can create a difference between basic and dilutive net income per common share. At June 30, 2025 and 2024, there were 210,017 and 266,974 options, respectively, that were not considered in computing diluted earnings per common share because they were anti-dilutive.

Three months ended June 30,Six months ended June 30,
(dollars in thousands, except share data)2025202420252024
Numerator:
Net income available to common shareholders$6,5812,99911,8475,521
Denominator:
Weighted-average common shares outstanding – basic8,118,8958,125,8698,098,7378,118,059
Common stock equivalents14,89414,95323,47823,312
Weighted-average common shares outstanding – diluted8,133,7898,140,8228,122,2158,141,371
Earnings per common share:
Basic$0.810.371.460.68
Diluted0.810.371.460.68

**Item 2.

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