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HOME BANCSHARES INC

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

HOMB$30.40+1.8%Stored close · as of Nov 9, 2026

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Contents

Item 8.

Management’s Report on Internal Control Over Financial Reporting

The management of Home BancShares, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of the Company’s consolidated financial statements for external purposes in accordance with U.S. GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, the Company conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework(2013 edition) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management's assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2024.

Forvis Mazars, LLP, Little Rock, Arkansas, (U.S. PCAOB Auditor Firm I.D.:686), the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, is included herein.

To the Shareholders, Board of Directors and Audit Committee

Conway, Arkansas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Home BancShares, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses

As discussed in Notes 1 and 5 to the financial statements, the Company’s loan portfolio and the associated allowance for credit losses (“ACL”) were $14.8 billion and $275.9 million, respectively, as of December 31, 2024. The Company estimates the ACL based on internal and external information relating to past events, current conditions, and reasonable and supportable forecasts. The Company uses the discounted cash flow method to estimate expected losses for all of the Company’s loan segments that exhibit similar risk characteristics and loans that do not share risk characteristics are evaluated on an individual basis. For each loan segment, the Company generates cash flow projections at the instrument level adjusting payment expectations for estimated prepayment speed, curtailments, time to recovery, probability of default and loss given default. Additional qualitative adjustments are applied for risk factors that are not considered within the modeling process but are relevant in assessing the expected credit losses within the loan segments. Consideration is given to the following factors: changes in lending policies, procedures and strategies; changes in nature and volume of the portfolio; staff experience; changes in volume and trends in classified loans, delinquencies and nonaccruals; concentration risk; trends in underlying collateral values; external factors such as competition, legal and regulatory environment; changes in the quality of the loan review system; and economic conditions.

Auditing management’s estimate of the allowances for loan credit losses, and more specifically the qualitative factor adjustments applied in the ACL, is a critical audit matter. The principal consideration for our determination of the critical audit matter is a high degree of subjectivity of the assumptions utilized in calculating the qualitative reserve components within the model. Furthermore, certain inputs and assumptions required a higher degree of auditor judgement due to the nature and extent of audit evidence and effort required to address this matter.

The primary audit procedures we performed to address this critical audit matter included:

Obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the reliability and accuracy of data used to calculate and estimate the various components of the ACL including:

Loan data completeness and accuracy,

Grouping of loans by segment,

Model inputs utilized,

Approval of model assumptions selected, and

Qualitative factors have been appropriately identified, are adequately supported, and accurately applied.

Evaluated and tested the data and inputs utilized within the ACL calculation for completeness and accuracy including mathematical accuracy of the calculation.

Evaluated the qualitative factors for appropriate identification and application including reasonableness of the basis for adjustment.

Analyzed the total qualitative factor adjustment applied to each loan segment and evaluated the appropriateness of the change in the qualitative factor adjustment in correlation to movement in the quantitative loss rate.

Utilized the assistance of the firm’s internal specialists to test the mathematical operation of the model.

/s/Forvis Mazars, LLP

We have served as the Company’s auditor since 2005.

Little Rock, Arkansas

February 27, 2025

To the Shareholders, Board of Directors and Audit Committee

Conway, Arkansas

Opinion on the Internal Control over Financial Reporting

We have audited Home BancShares Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/Forvis Mazars, LLP

Little Rock, Arkansas

February 27, 2025

December 31,
(In thousands, except share data)20242023
Assets
Cash and due from banks$281,063$226,363
Interest-bearing deposits with other banks629,284773,850
Cash and cash equivalents910,3471,000,213
Federal funds sold3,7255,100
Investment securities — available-for-sale, net of allowance for credit losses of $2,195 and $2,525 at December 31, 2024 and December 31, 2023, respectively (amortized cost of $3,410,272 and $3,840,927 at December 31, 2024 and December 31, 2023, respectively)3,072,6393,507,841
Investment securities — held-to-maturity, net of allowance for credit losses of $2,005 at both December 31, 2024 and 20231,275,2041,281,982
Total investment securities4,347,8434,789,823
Loans receivable14,764,50014,424,728
Allowance for credit losses(275,880)(288,234)
Loans receivable, net14,488,62014,136,494
Bank premises and equipment, net386,322393,300
Foreclosed assets held for sale43,40730,486
Cash value of life insurance219,786214,516
Accrued interest receivable120,129118,966
Deferred tax asset, net186,697197,164
Goodwill1,398,2531,398,253
Core deposit intangible40,32748,770
Other assets345,292323,573
Total assets$22,490,748$22,656,658
Liabilities and Stockholders’ Equity
Deposits:
Demand and non-interest-bearing$4,006,115$4,085,501
Savings and interest-bearing transaction accounts11,347,85011,050,347
Time deposits1,792,3321,651,863
Total deposits17,146,29716,787,711
Securities sold under agreements to repurchase162,350142,085
FHLB and other borrowed funds600,7501,301,300
Accrued interest payable and other liabilities181,080194,653
Subordinated debentures439,246439,834
Total liabilities18,529,72318,865,583
Stockholders’ equity:
Common stock, par value $0.01; shares authorized 300,000,000 in 2024 and 2023; shares issued and outstanding 198,882,402 in 2024 and 201,526,494 in 20231,9892,015
Capital surplus2,272,7942,348,023
Retained earnings1,942,3501,690,112
Accumulated other comprehensive loss(256,108)(249,075)
Total stockholders’ equity3,961,0253,791,075
Total liabilities and stockholders’ equity$22,490,748$22,656,658
Year Ended December 31,
(In thousands, except per share data)202420232022
Interest income:
Loans$1,100,004$989,616$728,342
Investment securities
Taxable125,765138,57591,933
Tax-exempt30,98031,61828,356
Deposits – other banks42,77315,02329,110
Federal funds sold25522125
Total interest income1,299,7771,175,053877,766
Interest expense:
Interest on deposits376,638295,97885,989
Federal funds purchased132
FHLB and other borrowed funds52,45530,82511,076
Securities sold under agreements to repurchase5,4484,8131,430
Subordinated debentures16,46116,48920,593
Total interest expense451,003348,108119,090
Net interest income848,774826,945758,676
Provision for credit losses on loans48,40011,95050,170
(Recovery of) provision for credit losses on unfunded commitments—(1,500)11,410
(Recovery of ) provision for credit losses on investment securities(330)1,6832,005
Total credit loss expense48,07012,13363,585
Net interest income after provision for credit losses800,704814,812695,091
Non-interest income:
Service charges on deposit accounts39,22339,20737,114
Other service charges and fees43,00944,18844,588
Trust fees18,71717,89212,855
Mortgage lending income15,78910,73817,657
Insurance commissions2,1512,0862,192
Increase in cash value of life insurance4,8504,6553,800
Dividends from FHLB, FRB, FNBB & other11,46211,6429,198
Gain on sale of SBA loans617278183
Gain on branches, equipment and other assets, net2,1021,50715
(Loss) gain on OREO, net(2,272)332500
Fair value adjustment for marketable securities2,971(1,094)(1,272)
Other income29,95538,50348,281
Total non-interest income168,574169,934175,111
Non-interest expense:
Salaries and employee benefits241,022256,966238,885
Occupancy and equipment58,03160,30353,417
Data processing expense36,49436,32934,942
Merger and acquisition expenses——49,594
Other operating expenses111,389119,26598,789
Total non-interest expense446,936472,863475,627
Income before income taxes522,342511,883394,575
Income tax expense120,101118,95489,313
Net income$402,241$392,929$305,262
Basic earnings per common share$2.01$1.94$1.57
Diluted earnings per common share$2.01$1.94$1.57
Year Ended December 31,
(In thousands)202420232022
Net income available to all stockholders$402,241$392,929$305,262
Net unrealized (loss) gain on available-for-sale securities(4,870)72,617(417,349)
Other comprehensive (loss) income, before tax effect(4,870)72,617(417,349)
Tax effect(2,163)(16,234)101,429
Other comprehensive (loss) income(7,033)56,383(315,920)
Comprehensive income (loss)$395,208$449,312$(10,658)

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2024, 2023 and 2022

(In thousands, except share data)CommonStockCapitalSurplusRetainedEarningsAccumulatedOtherComprehensiveIncome(Loss)Total
Balances at January 1, 2022$1,637$1,487,373$1,266,249$10,462$2,765,721
Comprehensive income:
Net income——305,262—305,262
Other comprehensive loss———(315,920)(315,920)
Net issuance of 78,954 shares of common stock from exercise of stock options2154——156
Issuance of 42,425,352 shares of common stock including approximately $2.5 million in certain stock award settlements and stock issuance costs - Happy Bancshares acquisition424960,866——961,290
Repurchase of 3,098,531 shares of common stock(31)(70,825)——(70,856)
Share-based compensation net issuance of 328,633 shares of restricted common stock29,131——9,133
Cash dividends – Common Stock, $0.66 per share——(128,424)—(128,424)
Balances at December 31, 20222,0342,386,6991,443,087(305,458)3,526,362
Comprehensive income:
Net income——392,929—392,929
Other comprehensive income———56,38356,383
Net issuance of 118,653 shares of common stock from exercise of stock options1801——802
Repurchase of 2,225,849 shares of common stock(22)(48,319)——(48,341)
Share-based compensation net issuance of 200,000 shares of restricted common stock29,272——9,274
Excise tax expense from repurchase of common stock—(430)——(430)
Cash dividends – Common Stock, $0.72 per share——(145,904)—(145,904)
Balances at December 31, 20232,0152,348,0231,690,112(249,075)3,791,075
Comprehensive income:
Net income——402,241—402,241
Other comprehensive income———(7,033)(7,033)
Net issuance of 408,617 shares of common stock from exercise of stock options42,012——2,016
Repurchase of 3,521,792 shares of common stock(35)(86,047)——(86,082)
Share-based compensation net issuance of 469,083 shares of restricted common stock59,217——9,222
Excise tax expense from repurchase of common stock—(411)——(411)
Cash dividends – Common Stock, $0.75 per share——(150,003)—(150,003)
Balances at December 31, 2024$1,989$2,272,794$1,942,350$(256,108)$3,961,025
Home BancShares, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In thousands)202420232022
Operating Activities
Net income$402,241$392,929$305,262
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation & amortization29,19830,92931,856
(Increase) decrease in value of equity securities(2,971)1,0941,272
Amortization of securities, net14,44616,49120,335
Accretion of purchased loans(8,133)(10,587)(16,341)
Share-based compensation9,2229,2749,133
Gain on assets(542)(2,117)(698)
Provision for credit losses - loans48,40011,95050,170
Provision for credit losses - unfunded commitments—(1,500)11,410
Provision for credit losses - investment securities(330)1,6832,005
Deferred income taxes8,304(4,077)2,213
Increase in cash value of life insurance(4,850)(4,655)(3,800)
Originations of mortgage loans held for sale(630,181)(480,847)(510,136)
Proceeds from sales of mortgage loans held for sale633,384437,248503,020
Changes in assets and liabilities:
Accrued interest receivable(1,163)(15,767)(24,473)
Other assets(22,806)(1,654)9,342
Accrued interest payable and other liabilities(13,573)(724)22,602
Net cash provided by operating activities460,646379,670413,172
Investing Activities
Net decrease (increase) in federal funds sold1,375(5,100)—
Net increase in loans, excluding loans acquired(420,984)(9,037)(673,883)
Purchases of investment securities – available-for-sale(64,073)(9,894)(1,258,403)
Purchases of investment securities - held-to-maturity——(674,178)
Proceeds from maturities of investment securities – available-for-sale480,074597,912496,551
Proceeds from maturities of investment securities – held-to-maturity6,9935,897501,529
Proceeds from sale of investment securities – available-for-sale——67,349
Purchases of equity securities——(49,975)
Proceeds from sales of equity securities3,4361,52213,778
Purchases of other investments—(3,364)(60,889)
Proceeds from redemption of other investments643——
Proceeds from foreclosed assets held for sale2,2931,2922,319
Proceeds from sale of SBA loans8,5193,9684,304
Purchases of premises and equipment(38,531)(22,465)(19,579)
Proceeds from sales of premises and equipment26,26813,91510,563
(Purchase of) return of investment on cash value of life insurance(346)3,813277
Purchase of marine loan portfolio——(242,617)
Net cash proceeds received – market acquisitions——858,584
Net cash provided by (used in) investing activities5,667578,459(1,024,270)
Home BancShares, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In thousands)202420232022
Financing Activities
Net increase (decrease) in deposits, excluding deposits acquired358,586(1,151,072)(2,177,058)
Net increase (decrease) in securities sold under agreements to repurchase20,26510,939(9,740)
Increase in FHLB and other borrowed funds1,401,0006,476,550601,000
Decrease in FHLB and other borrowed funds(2,101,550)(5,825,250)(429,330)
Retirement of subordinated debentures——(300,000)
Proceeds from issuance of subordinated debentures——296,324
Redemption of trust preferred securities——(96,499)
Proceeds from exercise of stock options2,016802156
Repurchase of common stock(86,493)(48,771)(70,856)
Dividends paid on common stock(150,003)(145,904)(128,424)
Net cash (used in) provided by financing activities(556,179)(682,706)(2,314,427)
Net change in cash and cash equivalents(89,866)275,423(2,925,525)
Cash and cash equivalents – beginning of year1,000,213724,7903,650,315
Cash and cash equivalents – end of year$910,347$1,000,213$724,790

Notes to Consolidated Financial Statements

  1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Home BancShares, Inc. (the “Company” or “HBI”) is a bank holding company headquartered in Conway, Arkansas. The Company is primarily engaged in providing a full range of banking services to individual and corporate customers through its wholly-owned bank subsidiary – Centennial Bank (sometimes referred to as “Centennial” or the “Bank”). The Bank has branch locations in Arkansas, Florida, South Alabama, Texas and New York City. The Company is subject to competition from other financial institutions. The Company also is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

A summary of the significant accounting policies of the Company follows:

Operating Segments

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Bank is the only significant subsidiary upon which management makes decisions regarding how to allocate resources and assess performance. Each of the regions and branches of the Bank provide a group of similar banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts. The individual bank branches and regions have similar operating and economic characteristics. While the chief decision maker monitors the revenue streams of the various products, services, branch locations and regions, operations are managed, and financial performance is evaluated on a Company-wide basis. Accordingly, all of the banking services, branch locations and regions are considered by management to be aggregated intoone reportable operating segment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, the valuation of investment securities, the valuation of foreclosed assets and the valuations of assets acquired and liabilities assumed in business combinations. In connection with the determination of the allowance for credit losses and the valuation of foreclosed assets, management obtains independent appraisals for significant properties.

Principles of Consolidation

The consolidated financial statements include the accounts of HBI and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Various items within the accompanying consolidated financial statements for previous years have been reclassified to provide more comparative information. These reclassifications had no effect on net earnings or stockholders’ equity.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, cash held as demand deposits at various banks and the Federal Reserve Bank (“FRB”) and interest-bearing deposits with other banks. Included in cash and cash equivalents were $15.4 million and $22.8 million of restricted cash as of December 31, 2024 and 2023, respectively.

Investment Securities

Interest on investment securities is recorded as income as earned. Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains or losses on the sale of securities are determined using the specific identification method.

Management determines the classification of securities as available-for-sale, held-to-maturity, or trading at the time of purchase based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The Company has no trading securities.

Debt securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments("ASC 326"). The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

Loans Receivable and Allowance for Credit Losses

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balance adjusted for any charge-offs, deferred fees or costs on originated loans. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding. Loan origination fees and direct origination costs are capitalized and recognized as adjustments to yield on the related loans.

The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The Company uses the discount cash flow ("DCF") method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, the Federal Housing Finance Agency ("FHFA") housing price index and rental vacancy rate index.

The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:

1-4 family construction

All other construction

1-4 family revolving home equity lines of credit (“HELOC”) & junior liens

1-4 family senior liens

Multifamily

Owner occupied commercial real estate

Non-owner occupied commercial real estate

Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other

Consumer auto

Other consumer

Other consumer - SPF

Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:

Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.

The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Loans considered to be collateral dependent, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of collateral shortfall on such loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on collateral dependent loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on collateral dependent loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans

The Company accounts for its acquisitions under FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. In accordance with FASB ASC 326, the Company records both a discount or premium and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Purchased loans that have experienced more than insignificant credit deterioration since origination are purchase credit deteriorated (“PCD”) loans. An allowance for credit losses is determined using the same methodology as other loans. The Company develops separate PCD models for each loan segment with PCD loans not individually analyzed for credit losses. These models utilize a peer group benchmark in order to determine the probability of default and loss given default to be used in the calculation. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

For further discussion of the Company’s acquisitions, see Note 2 to the Notes to Consolidated Financial Statements.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Foreclosed Assets Held for Sale

Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis.

Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded in non-interest income, and expenses used to maintain the properties are included in non-interest expense.

Bank Premises and Equipment

Bank premises and equipment are carried at cost or fair value at the date of acquisition less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Accelerated depreciation methods are used for tax purposes. Leasehold improvements are capitalized and amortized using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter. The assets’ estimated useful lives for book purposes are as follows:

Bank premises15-40 years
Furniture, fixtures, and equipment3-15 years

Cash value of life insurance

The Company has purchased life insurance policies on certain key employees. Life insurance owned by the Company is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Intangible Assets

Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 120 months on a straight-line basis. Goodwill is not amortized, but rather, is evaluated for impairment on at least an annual basis or more frequently if changes or circumstances occur. The Company performed its annual impairment test of goodwill and core deposit intangibles during 2024, 2023 and 2022, as required by FASB ASC 350, Intangibles - Goodwill and Other. The 2024, 2023 and 2022 tests indicatedno impairment of the Company’s goodwill or core deposit intangibles.

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase consist of obligations of the Company to other parties. At the point funds deposited by customers become investable, those funds are used to purchase securities owned by the Company and held in its general account with the designation of Customers’ Securities. A third party maintains control over the securities underlying overnight repurchase agreements. The securities involved in these transactions are generally U.S. Treasury or Federal Agency issues. Securities sold under agreements to repurchase generally mature on the banking day following that on which the investment was initially purchased and are treated as collateralized financing transactions which are recorded at the amounts at which the securities were sold plus accrued interest. Interest rates and maturity dates of the securities involved vary and are not intended to be matched with funds from customers.

Derivative Financial Instruments

The Company may enter into derivative contracts for the purposes of managing exposure to interest rate risk. The Company records all derivatives on the consolidated balance sheet at fair value. Historically the Company’s policy has been not to invest in derivative type investments.

The Company has standalone derivative financial instruments acquired in a previous acquisition. These derivative financial instruments consist of interest rate swaps and are recognized as assets and liabilities in the consolidated statements of financial condition at fair value. The Bank’s derivative instruments have not been designated as hedging instruments. These undesignated derivative instruments are recognized on the consolidated balance sheet at fair value, with changes in fair value recorded in other non-interest income. In addition, as of December 31, 2024 and December 31, 2023, the Company had derivative contracts outstanding associated with the mortgage loans held for sale portfolio. As of December 31, 2024 and 2023, these derivative instruments are not considered to be material to the Company’s financial position and results of operations.

Stock Options

The Company accounts for stock options in accordance with FASB ASC 718, Compensation - Stock Compensation, which establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods and services, or (ii) incurs liabilities in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. FASB ASC 718 requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the measurement date, which is generally the date of the grant.

For additional information on the stock-based compensation plan, see Note 13.

Income Taxes

The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company and its subsidiaries file consolidated tax returns. Its subsidiary provides for income taxes on a separate return basis, and remits to the Company amounts determined to be currently payable.

Revenue Recognition.

ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our significant revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

Other service charges and fees – These represent credit card interchange fees and Centennial Commercial Finance Group (“Centennial CFG”) loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. The Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310.

Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.

Earnings per Share

Basic earnings per share is computed based on the weighted-average number of shares outstanding during each year. Diluted earnings per share is computed using the weighted-average shares and all potential dilutive shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (EPS) for the years ended December 31:

202420232022
(In thousands, except per share data)
Net income$402,241$392,929$305,262
Average common shares outstanding199,939202,627194,694
Effect of common stock options130146325
Diluted common shares outstanding200,069202,773195,019
Basic earnings per common share$2.01$1.94$1.57
Diluted earnings per common share$2.01$1.94$1.57

As of December 31, 2024, 2023 and 2022, the Company's stock options were dilutive to earnings per share. The impact of anti-dilutive shares to the diluted earnings per share calculation was considered immaterial for the periods ended December 31, 2024, 2023 and 2022.

  1. Business Combinations

Acquisition of Happy Bancshares, Inc.

On April 1, 2022, the Company completed the acquisition of Happy Bancshares, Inc. (“Happy”), and merged Happy State Bank into Centennial Bank. The Company issued approximately 42.4 million shares of its common stock valued at approximately $958.8 million as of April 1, 2022. In addition, the holders of certain Happy stock-based awards received approximately $3.7 million in cash in cancellation of such awards, for a total transaction value of approximately $962.5 million. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth.

Including the effects of the known purchase accounting adjustments, as of the acquisition date, Happy had approximately $6.69 billion in total assets, $3.65 billion in loans and $5.86 billion in customer deposits. Happy formerly operated its banking business from 62 locations in Texas.

The Company has determined that the acquisition of the net assets of Happy constitutes a business combination as defined by ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of ASC Topic 820, Fair Value Measurements. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The following schedule is a breakdown of the assets acquired and liabilities assumed as of the acquisition date:

Happy Bancshares, Inc.
Acquired from Happy · Fair Value Adjustments · As Recorded by HBI
(Dollars in thousands)
Assets
Cash and due from banks$112,999$(446)$112,553
Interest-bearing deposits with other banks746,031—746,031
Cash and cash equivalents859,030(446)858,584
Investment securities - available-for-sale, net of allowance for credit losses1,773,5408,4851,782,025
Total investment securities1,773,5408,4851,782,025
Loans receivable3,657,009(4,389)3,652,620
Allowance for credit losses(42,224)25,408(16,816)
Loans receivable, net3,614,78521,0193,635,804
Bank premises and equipment, net153,642(12,270)141,372
Foreclosed assets held for sale193(77)116
Cash value of life insurance105,0493105,052
Accrued interest receivable31,575—31,575
Deferred tax asset, net32,908(1,092)31,816
Goodwill130,428(130,428)—
Core deposit intangible10,67231,59142,263
Other assets43,33015,56758,897
Total assets acquired$6,755,152$(67,648)$6,687,504
Liabilities
Deposits
Demand and non-interest-bearing$1,932,756$67$1,932,823
Savings and interest-bearing transaction accounts3,519,652—3,519,652
Time deposits401,899903402,802
Total deposits5,854,3079705,855,277
FHLB and other borrowed funds74,2124,11878,330
Accrued interest payable and other liabilities50,889(1,892)48,997
Subordinated debentures159,9657,625167,590
Total liabilities assumed6,139,37310,8216,150,194
Equity
Total equity assumed615,779(615,779)—
Total liabilities and equity assumed$6,755,152$(604,958)$6,150,194
Net assets acquired537,310
Purchase price962,538
Goodwill$425,228

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks, interest-bearing deposits with other banks and federal funds sold – The carrying amount of these assets was deemed a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired from Happy with an approximately $8.5 million adjustment to fair value based upon quoted market prices. Otherwise the book value was deemed to approximate fair value.

Loans – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, whether or not the loan was amortizing and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. See Note 5 to the Condensed Notes to Consolidated Financial Statements, for additional information related to purchased financial assets with credit deterioration.

Bank premises and equipment – Bank premises and equipment were acquired from Happy with a $12.3 million adjustment to fair value. This represents the difference between current appraisals completed in connection with the acquisition and book value acquired.

Foreclosed assets held for sale – These assets are presented at the estimated fair values that management expects to receive when the properties are sold, net of related costs of disposal.

Cash value of life insurance– Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Accrued interest receivable – The carrying amount of these assets was deemed a reasonable estimate of the fair value.

Core deposit intangible – This core deposit intangible asset represents the value of the relationships that Happy had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition, equal the amount payable on demand at the acquisition date. The $903,000 fair value adjustment applied for time deposits was because the weighted-average interest rate of Happy’s certificates of deposits were estimated to be above the current market rates.

FHLB borrowed funds – The fair value of FHLB borrowed funds is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest payable and other liabilities – The fair value adjustment results from certain liabilities whose value was estimated to be more or less than book value, such as certain accounts payable and other miscellaneous liabilities. The carrying amount of accrued interest and the remainder of other liabilities was deemed to be a reasonable estimate of fair value.

Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

The unaudited pro-forma combined consolidated financial information presents how the combined financial information of HBI and Happy might have appeared had the businesses actually been combined. The following schedule represents the unaudited pro forma combined financial information as of the year ended December 31, 2022, assuming the acquisition was completed as of January 1, 2022:

December 31, 2022
(In thousands, except per share data)
Total interest income$935,168
Total non-interest income188,012
Net income available to all shareholders406,949
Basic earnings per common share$1.98
Diluted earnings per common share1.98

The unaudited pro-forma consolidated financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented and had the impact of possible significant revenue enhancements and expense efficiencies from in-market cost savings, among other factors, been considered and, accordingly, does not attempt to predict or suggest future results. Pro-forma results include Happy merger expenses of $49.6 million, provision for credit losses on acquired loans of $45.2 million, provision for credit losses on acquired unfunded commitments of $11.4 million and provision for credit losses on acquired investment securities of $2.0 million for the year ended December 31, 2022. The pro-forma financial information also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during this period.

Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit losses on the date of acquisition using the same methodology as other loans held-for-investment. The following table provides a summary of loans purchased as part of the Happy acquisition with credit deterioration at acquisition:

April 1, 2022
(In thousands)
Purchased Loans with Credit Deterioration:
Par value$165,028
Allowance for credit losses at acquisition(16,816)
Premium on acquired loans684
Purchase price$148,896
  1. Investment Securities

The amortized cost and estimated fair value of investment securities that are classified as available-for-sale and held-to-maturity are as follows:

December 31, 2024
Available-for-Sale
AmortizedCostAllowance for Credit LossesNet Carrying AmountGrossUnrealizedGainsGrossUnrealized(Losses)EstimatedFair Value
(In thousands)
U.S. government-sponsored enterprises$297,698$—$297,698$1,164$(14,072)$284,790
U.S. government-sponsored mortgage-backed securities1,527,463—1,527,463760(203,539)1,324,684
Private mortgage-backed securities184,643—184,643—(13,249)171,394
Non-government-sponsored asset backed securities228,751—228,751331(3,434)225,648
State and political subdivisions956,055—956,055335(86,029)870,361
Other securities215,662(2,195)213,467576(18,281)195,762
Total$3,410,272$(2,195)$3,408,077$3,166$(338,604)$3,072,639
December 31, 2024
Held-to-Maturity
AmortizedCostAllowance for Credit LossesNet Carrying AmountGrossUnrealizedGainsGrossUnrealized(Losses)EstimatedFair Value
(In thousands)
U.S. government-sponsored enterprises$43,560$—$43,560$—$(3,021)$40,539
U.S. government-sponsored mortgage-backed securities124,169—124,169—(6,695)117,474
State and political subdivisions1,109,480(2,005)1,107,47539(122,587)984,927
Total$1,277,209$(2,005)$1,275,204$39$(132,303)$1,142,940
December 31, 2023
Available-for-Sale
AmortizedCostAllowance for Credit LossesNet Carrying AmountGrossUnrealizedGainsGrossUnrealized(Losses)EstimatedFair Value
(In thousands)
U.S. government-sponsored enterprises$361,494$—$361,494$2,247$(17,093)$346,648
U.S. government-sponsored mortgage-backed securities1,711,668—1,711,668310(191,557)1,520,421
Private mortgage-backed securities191,522—191,522—(16,117)175,405
Non-government-sponsored asset backed securities370,203—370,203821(7,551)363,473
State and political subdivisions990,318—990,3181,938(75,931)916,325
Other securities215,722(2,525)213,197402(28,030)185,569
Total$3,840,927$(2,525)$3,838,402$5,718$(336,279)$3,507,841
December 31, 2023
Held-to-Maturity
AmortizedCostAllowance for Credit LossesNet Carrying AmountGrossUnrealizedGainsGrossUnrealized(Losses)EstimatedFair Value
(In thousands)
U.S. government-sponsored enterprises$43,285$—$43,285$—$(2,607)$40,678
U.S. government-sponsored mortgage-backed securities130,278—130,278106(4,362)126,022
State and political subdivisions1,110,424(2,005)1,108,419456(105,094)1,003,781
Total$1,283,987$(2,005)$1,281,982$562$(112,063)$1,170,481

Assets, principally investment securities, having a fair value of approximately $2.61 billion and $3.57 billion at December 31, 2024 and 2023, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. Also, investment securities pledged as collateral for repurchase agreements totaled approximately $162.4 million and $142.1 million at December 31, 2024 and 2023, respectively.

The amortized cost and estimated fair value of securities classified as available-for-sale and held-to-maturity at December 31, 2024, by contractual maturity, are shown below. Expected maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

Available-for-SaleHeld-to-Maturity
AmortizedCostEstimatedFair ValueAmortizedCostEstimatedFair Value
(In thousands)
Due in one year or less$17,732$17,486$—$—
Due after one year through five years274,948259,23855,82752,805
Due after five years through ten years364,443332,408366,053328,829
Due after ten years812,292741,781731,160643,832
U.S. government-sponsored mortgage-backed securities1,527,4631,324,684124,169117,474
Private mortgage-backed securities184,643171,394——
Non-government-sponsored asset backed securities228,751225,648——
Total$3,410,272$3,072,639$1,277,209$1,142,940

During the year ended December 31, 2024, no available-for-sale securities were sold. During the year ended December 31, 2023, no available-for-sale securities were sold. During the year ended December 31, 2022, $67.3 million in available-for-sale securities were sold, and no gain or loss was recognized.

The following shows gross unrealized losses and estimated fair value of investment securities classified as available-for-sale and held-to-maturity, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position as of December 31, 2024 and 2023:

December 31, 2024
Less Than 12 Months12 Months or MoreTotal
FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
(In thousands)
Available-for-sale:
U.S. government-sponsored enterprises$25,946$(326)$161,759$(13,746)$187,705$(14,072)
U.S. government-sponsored mortgage-backed securities34,597(1,088)1,215,317(202,451)1,249,914(203,539)
Private mortgage-backed securities9,491(129)161,903(13,120)171,394(13,249)
Non-government-sponsored asset backed securities10,849(60)92,857(3,374)103,706(3,434)
State and political subdivisions46,591(1,230)761,289(84,799)807,880(86,029)
Other securities7,157(911)173,204(17,370)180,361(18,281)
Total$134,631$(3,744)$2,566,329$(334,860)$2,700,960$(338,604)
Held-to-maturity:
U.S. government-sponsored enterprises$—$—$40,539$(3,021)$40,539$(3,021)
U.S. government-sponsored mortgage-backed securities48,254(1,979)69,220(4,716)117,474(6,695)
State and political subdivisions29,612(1,037)954,335(121,550)983,947(122,587)
Total$77,866$(3,016)$1,064,094$(129,287)$1,141,960$(132,303)
December 31, 2023
Less Than 12 Months12 Months or MoreTotal
FairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses
(In thousands)
Available-for-sale:
U.S. government-sponsored enterprises$2,742$(2)$180,569$(17,091)$183,311$(17,093)
U.S. government-sponsored mortgage-backed securities102,831(2,166)1,392,318(189,391)1,495,149(191,557)
Private mortgage-backed securities9,298(226)166,107(15,891)175,405(16,117)
Non-government-sponsored asset backed securities——213,838(7,551)213,838(7,551)
State and political subdivisions28,596(400)769,860(75,531)798,456(75,931)
Other securities——164,430(28,030)164,430(28,030)
Total$143,467$(2,794)$2,887,122$(333,485)$3,030,589$(336,279)
Held-to-maturity:
U.S. government-sponsored enterprises$—$—$40,677$(2,607)$40,677$(2,607)
U.S. government-sponsored mortgage-backed securities48,498(861)65,573(3,501)114,071(4,362)
State and political subdivisions21,493(297)956,578(104,797)978,071(105,094)
Total$69,991$(1,158)$1,062,828$(110,905)$1,132,819$(112,063)

Debt securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.

During the year ended December 31, 2024, the Company recovered $330,000 in AFS reserves due to an improvement in the unrealized loss position of one of the Company's subordinated debt investments. During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision, but the remaining $842,000 allowance for credit losses on AFS investments associated with certain securities in the subordinated debt portfolio within the banking sector was considered adequate. At December 31, 2022, the Company determined the $842,000 allowance for credit losses on AFS investments associated with certain securities in the subordinated debt portfolio within the banking sector was considered adequate. These investments are classified within the other securities category of the AFS portfolio.

At both December 31, 2024 and 2023, the $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio. During the year ended December 31, 2022, the Company recorded a $2.0 million provision for credit losses for the HTM portfolio as a result of the investment securities acquired as part of the Happy acquisition.

Available-for-Sale Investment Securities
Years Ended December 31,
202420232022
(In thousands)
Allowance for credit losses:
Beginning balance$2,525$842$842
Provision for credit loss(330)1,683—
Ending balance, December 31,$2,195$2,525$842
Held-to-Maturity Investment Securities
Years Ended December 31,
202420232022
Allowance for credit losses: · (In thousands)
Beginning balance$2,005$2,005$—
Provision for credit loss - acquired securities——2,005
Securities charged-off———
Recoveries———
Ending balance, December 31,$2,005$2,005$2,005

For the year ended December 31, 2024, the Company had available-for-sale investment securities with approximately $334.9 million in unrealized losses, which have been in continuous loss positions for more than twelve months. With the exception of the subordinated debt investment securities which were downgraded during 2023 resulting in the allowance, the Company’s assessments indicated that the cause of the market depreciation was primarily due to the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 38.9% of the Company’s available-for-sale investment portfolio will mature or are expected to pay down within five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.

For the year ended December 31, 2023, the Company had available-for-sale investment securities with approximately $333.5 million in unrealized losses, which had been in continuous loss positions for more than twelve months. With the exception of the securities with credit losses noted above, the Company’s assessments indicated that the cause of the market depreciation was primarily due to the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 30.4% of the Company’s available-for-sale investment portfolio was expected to mature or pay down within five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.

As of December 31, 2024, the Company's available-for-sale securities portfolio consisted of 1,535 investment securities,1,306 of which were in an unrealized loss position. As noted in the table above, the total amount of the unrealized loss was $338.6 million. The U.S government-sponsored enterprises portfolio contained unrealized losses of $14.1 million on 65 securities. The U.S. government-sponsored mortgage-backed securities portfolio contained $203.5 million of unrealized losses on 650 securities, and the private mortgage-backed securities portfolio contained $13.2 million of unrealized losses on 32 securities. The non-government-sponsored asset backed securities portfolio contained $3.4 million of unrealized losses on 23 securities. The state and political subdivisions portfolio contained $86.0 million of unrealized losses on 474 securities. In addition, the other securities portfolio contained $18.3 million of unrealized losses on 62 securities. With the exception of the investments for which an allowance for credit losses has been established, the unrealized losses on the Company's investments were primarily a result of interest rate changes, and the Company expects to recover the amortized cost basis over the term of the securities. The Company has determined that, as of December 31, 2024, an additional provision for credit losses is not necessary because the decline in market value was attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

As of December 31, 2024, the Company's held-to-maturity securities portfolio consisted of 512 investment securities,507 of which were in an unrealized loss position. As noted in the table above, the total amount of the unrealized loss was $132.3 million. The U.S. government-sponsored enterprises portfolio contained unrealized losses of $3.0 million on 5 securities. The U.S. government-sponsored mortgage-backed securities portfolio contained $6.7 million of unrealized losses on 20 securities. The state and political subdivisions portfolio contained $122.6 million of unrealized losses on 482 securities. The unrealized losses on the Company's held-to-maturity investments were a result of interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value was attributable to changes in interest rates and not credit quality, the Company has determined that an additional provision for credit losses is not necessary as of December 31, 2024.

The following table summarizes bond ratings for the Company's held-to-maturity portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of December 31, 2024 and 2023:

December 31, 2024
State and Political SubdivisionsU.S. government-sponsored enterprisesU.S. government-sponsored mortgage-backed securitiesTotal
(In thousands)
Aaa/AAA$235,504$43,560$—$279,064
Aa/AA845,876——845,876
A23,208——23,208
Not rated4,892——4,892
Agency Backed——124,169124,169
Total$1,109,480$43,560$124,169$1,277,209
December 31, 2023
State and Political SubdivisionsU.S. government-sponsored enterprisesU.S. government-sponsored mortgage-backed securitiesTotal
(In thousands)
Aaa/AAA$235,557$43,285$—$278,842
Aa/AA845,418——845,418
A27,667——27,667
Not rated1,782——1,782
Agency Backed——130,278130,278
Total$1,110,424$43,285$130,278$1,283,987

Income earned on securities for the years ended is as follows:

December 31,
202420232022
(In thousands)
Taxable:
Available-for-sale$95,940$108,650$71,352
Held-to-maturity29,82529,92520,581
Tax-exempt:
Available-for-sale18,58619,10419,168
Held-to-maturity12,39412,5149,188
Total$156,745$170,193$120,289
  1. Loans Receivable

The various categories of loans receivable are summarized as follows:

December 31,
20242023
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$5,426,780$5,549,954
Construction/land development2,736,2142,293,047
Agricultural336,993325,156
Residential real estate loans
Residential 1-4 family1,956,4891,844,260
Multifamily residential496,484435,736
Total real estate10,952,96010,448,153
Consumer1,234,3611,153,690
Commercial and industrial2,022,7752,324,991
Agricultural367,251307,327
Other187,153190,567
Total Loans receivable$14,764,500$14,424,728
Allowance for credit losses(275,880)(288,234)
Loans receivable, net$14,488,620$14,136,494

During the year ended December 31, 2024, the Company sold $7.8 million of the guaranteed portion of certain SBA loans, which resulted in a gain of approximately $617,000. During the year ended December 31, 2023, the Company sold $3.7 million of the guaranteed portion of certain SBA loans, which resulted in a gain of $278,000. During the year ended December 31, 2022, the Company sold $4.1 million of the guaranteed portion of certain SBA loans, which resulted in a gain of $183,000.

Mortgage loans held for sale of approximately $98.7 million and $123.4 million at December 31, 2024 and 2023, respectively, are included in residential 1-4 family loans. Mortgage loans held for sale are carried at the lower of cost or fair value, determined using an aggregate basis. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Gains and losses are determined by the difference between the selling price and the carrying amount of the loans sold, net of discounts collected or paid. The Company obtains forward commitments to sell mortgage loans to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. The forward commitments acquired by the Company for mortgage loans in process of origination are considered mandatory forward commitments. Because these commitments are structured on a mandatory basis, the Company is required to substitute another loan or to buy back the commitment if the original loan does not fund. The Company regularly sells mortgages into the capital markets to mitigate the effects of interest rate volatility during the period from the time an interest rate lock commitment (“IRLC”) is issued until the IRLC funds creating a mortgage loan held for sale and its subsequent sale into the secondary/capital markets. Loan sales are typically executed on a mandatory basis. Under a mandatory commitment, the Company agrees to deliver a specified dollar amount with predetermined terms by a certain date. Generally, the commitment is not loan specific, and any combination of loans can be delivered into the outstanding commitment provided the terms fall within the parameters of the commitment. Upon failure to deliver, the Company is subject to fees based on market movement. These commitments are derivative instruments and their fair values at December 31, 2024 and 2023 were not material.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $76.3 million and $130.7 million in PCD loans, as of December 31, 2024 and 2023, respectively. The balance, as of December 31, 2024, consisted of $76.3 million resulting from the acquisition of Happy. The balance, as of December 31, 2023, consisted of $130.4 million resulting from the acquisition of Happy and $376,100 from the acquisition of LH-Finance.

  1. Allowance for Credit Losses, Credit Quality and Other

The Company uses the discounted cash flow (“DCF”) method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.

Management qualitatively adjusts model results for risk factors ("Q-Factors") that are not considered within our modeling processes but are, nonetheless, relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

Each year management evaluates the performance of the selected models used in the CECL calculation through backtesting. Based on the results of the testing, management determines if the various models produced accurate results compared to the actual losses incurred for the current economic environment. Management then determines if changes to the input assumptions and economic factors would produce a stronger overall calculation that is more responsive to changes in economic conditions. The Company continues to use regression analysis to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default for the changes in the economic factors for the loss driver segments. Based on this analysis, management determined that changes to several of the economic factors for the loss driver segments, along with other model improvements and updates, were necessary, and updated models were implemented beginning with the June 30, 2024 allowance for credit losses calculation. The identified loss drivers by segment are included below as of both December 31, 2024 and 2023.

December 31, 2024
Loss Driver SegmentCall Report Segment(s)Modeled Economic Factors
1-4 Family Construction1a1National Unemployment (%) & Housing Price Index (%)
All Other Construction1a2National Unemployment (%) & Gross Domestic Product (%)
Farmland & Agriculture1b, 3National Unemployment (%)
Residential 1-4 Family1c1, 1c2a, 1c2bNational Unemployment (%) & Housing Price Index (%)
Multifamily1dRental Vacancy Rate (%) & Housing Price Index (%)
Non-Farm/ Non-Residential CRE1e1, 1e2National Unemployment (%) & Gross Domestic Product (%)
Commercial & Industrial, Non-Depository Financial Institutions, Purchase/Carry Securities, Leases, Other4a, 9a, 9b1, 9b2, 10, OtherNational Unemployment (%) & National Retail Sales (%)
Consumer Auto6cNational Unemployment (%) & National Retail Sales (%)
Other Consumer6b, 6dNational Unemployment (%) & National Retail Sales (%)
Other Consumer - SPF6dNational Unemployment (%)
Obligations of States and Political Subdivisions8National Unemployment (%) & Gross Domestic Product (%)
December 31, 2023
Loss Driver SegmentCall Report Segment(s)Modeled Economic Factors
1-4 Family Construction1a1National Unemployment (%) & Housing Price Index (%)
All Other Construction1a2National Unemployment (%) & Gross Domestic Product (%)
1-4 Family Revolving HELOC & Junior Liens1c1National Unemployment (%) & Housing Price Index – CoreLogic (%)
1-4 Family Revolving HELOC & Junior Liens1c2bNational Unemployment (%) & Gross Domestic Product (%)
1-4 Family Senior Liens1c2aNational Unemployment (%) & Gross Domestic Product (%)
Multifamily1dRental Vacancy Rate (%) & Housing Price Index – Case-Schiller (%)
Owner Occupied CRE1e1National Unemployment (%) & Gross Domestic Product (%)
Non-Owner Occupied CRE1e2,1b,8National Unemployment (%) & Gross Domestic Product (%)
Commercial & Industrial, Agricultural, Non-Depository Financial Institutions, Purchase/Carry Securities, Other4a, 3, 9a, 9b1, 9b2, 10, OtherNational Unemployment (%) & National Retail Sales (%)
Consumer Auto6cNational Unemployment (%) & National Retail Sales (%)
Other Consumer6b, 6dNational Unemployment (%) & National Retail Sales (%)
Other Consumer - SPF6dNational Unemployment (%)

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

The combination of adjustments for credit expectations (default and loss) and time expectations prepayment, curtailment, and time to recovery produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.

Construction/Land Development and Other Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end ofone tofive years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property,65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generallyone toseven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

Consumer & Other Loans. Our consumer & other loans are primarily composed of loans to finance United States Coast Guard registered high-end sail and power boats. The performance of consumer & other loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit loss on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The Company uses the DCF method to estimate expected losses for all of Company’s off-balance sheet credit exposures through the use of the existing DCF models for the Company’s loan portfolio pools. The off-balance sheet credit exposures exhibit similar risk characteristics as loans currently in the Company’s loan portfolio.

During the year ended December 31, 2024, the Company recorded a $48.4 million provision for credit losses on loans. $33.4 million of the provision for credit losses on loans recorded during 2024 was used to establish a hurricane reserve for loans located in the Federal Emergency Management Agency ("FEMA") disaster areas impacted by Hurricanes Helene and Milton which made landfall during the third and fourth quarters of 2024. The remaining portion of the provision was related to loan growth. In addition, during the third quarter of 2024, the Company recorded a $1.0 million provision for credit losses on unfunded commitments, which completely offset the $1.0 million recovery of credit losses on unfunded commitments which was recorded during the first quarter of 2024.

During the year ended December 31, 2023, the Company recorded a $12.0 million provision for credit losses on loans, and the Company reversed $1.5 million in provision for unfunded commitments.

During the year ended December 31, 2022, the Company completed the acquisition of Happy. As a result, the Company recorded $4.4 million in net loan discounts and a $16.8 million increase in the allowance for credit losses related to PCD loans. In addition, the Company recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count" and an $11.4 million provision for credit losses on acquired unfunded commitments. In addition, the Company recorded a $5.0 million provision for credit losses on loans due to increased loan growth. However, the Company determined that no additional provision was necessary for unfunded commitments as the current level of the reserve was considered adequate.

The following table presents the activity in the allowance for credit losses for the year ended December 31, 2024.

Year Ended December 31, 2024
Construction/Land DevelopmentOtherCommercialReal EstateResidentialReal EstateCommercial& IndustrialConsumer& OtherTotal
(In thousands)
Allowance for credit losses:
Beginning balance$33,877$78,635$55,860$92,810$27,052$288,234
Loans charged off(1,437)(38,132)(7,067)(11,089)(5,311)(63,036)
Recoveries of loans previously charged off221591806281,1942,282
Net loans (charged off) recovered(1,216)(38,073)(6,887)(10,461)(4,117)(60,754)
Provision for credit loss - loans19,61050,7531,862(32,728)8,90348,400
Balance, December 31$52,271$91,315$50,835$49,621$31,838$275,880

The following table presents the balance in the allowance for credit losses for the year ended December 31, 2023.

Year Ended December 31, 2023
Construction/Land DevelopmentOtherCommercialReal EstateResidentialReal EstateCommercial& IndustrialConsumer& OtherTotal
(In thousands)
Allowance for credit losses:
Beginning balance$32,243$93,848$50,963$89,354$23,261$289,669
Loans charged off(263)(2,335)(269)(9,157)(4,031)(16,055)
Recoveries of loans previously charged off1135333295831,1122,670
Net loans (charged off) recovered(150)(1,802)60(8,574)(2,919)(13,385)
Provision for credit loss - loans1,784(13,411)4,83712,0306,71011,950
Balance, December 31$33,877$78,635$55,860$92,810$27,052$288,234

The following table presents the balance in the allowance for loan losses for the year ended December 31, 2022.

Year Ended December 31, 2022
Construction/Land DevelopmentOtherCommercialReal EstateResidentialReal EstateCommercial& IndustrialConsumer& OtherTotal
(In thousands)
Allowance for loan losses:
Beginning balance$28,415$87,218$48,458$53,062$19,561$236,714
Allowance for credit losses on PCD loans - Happy acquisition9509,2839805,596716,816
Loans charged off(1)—(446)(9,773)(7,047)(17,267)
Recoveries of loans previously charged off4059671197809653,236
Net loans recovered (charged off)404967(327)(8,993)(6,082)(14,031)
Provision for credit loss - acquired loans7,20518,7117,38011,30357145,170
Provision for credit loss - loans(4,731)(22,331)(5,528)28,3869,2045,000
Balance December 31$32,243$93,848$50,963$89,354$23,261$289,669

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing as of December 31, 2024 and 2023, respectively:

December 31, 2024
NonaccrualNonaccrualWith ReserveLoans Past DueOver 90 DaysStill Accruing
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$35,868$28,768$304
Construction/land development3,702—600
Agricultural559——
Residential real estate loans
Residential 1-4 family22,539—1,835
Multifamily residential13,083——
Total real estate75,75128,7682,739
Consumer6,178—32
Commercial and industrial10,931—2,263
Agricultural & other993——
Total$93,853$28,768$5,034
December 31, 2023
NonaccrualNonaccrualWith ReserveLoans Past DueOver 90 DaysStill Accruing
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$13,178$—$2,177
Construction/land development12,094—255
Agricultural431——
Residential real estate loans
Residential 1-4 family20,351—84
Multifamily residential———
Total real estate46,054—2,516
Consumer3,423—79
Commercial and industrial9,9822,5341,535
Agricultural & other512——
Total$59,971$2,534$4,130

The Company had $93.9 million and $60.0 million in nonaccrual loans for the periods ended December 31, 2024 and 2023, respectively. In addition, the Company had $5.0 million and $4.1 million in loans past due 90 days or more and still accruing for the periods ended December 31, 2024 and 2023, respectively.

The Company had $28.8 million and $2.5 million in nonaccrual loans with a specific reserve as of December 31, 2024 and 2023, respectively. Interest income recognized on the non-accrual loans for the years ended December 31, 2024, 2023 and 2022 was considered immaterial.

The following table presents the amortized cost basis of impaired loans by class of loans (which includes loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial difficulty) as of December 31, 2024 and 2023, respectively:

December 31, 2024
CommercialReal EstateResidentialReal EstateOther
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$125,861$—$—
Construction/land development4,301——
Agricultural559——
Residential real estate loans
Residential 1-4 family—26,549—
Multifamily residential—13,083—
Total real estate130,72139,632—
Consumer——14,228
Commercial and industrial——82,422
Agricultural & other——993
Total$130,721$39,632$97,643
December 31, 2023
CommercialReal EstateResidentialReal EstateOther
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$39,813$—$—
Construction/land development12,350——
Agricultural431——
Residential real estate loans
Residential 1-4 family—21,386—
Multifamily residential———
Total real estate52,59421,386—
Consumer——3,511
Commercial and industrial——16,890
Agricultural & other——512
Total$52,594$21,386$20,913

The Company had $268.0 million and $94.9 million in impaired loans for the periods ended December 31, 2024 and 2023, respectively.

Loans that do not share risk characteristics are evaluated on an individual basis. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the fair value of the underlying collateral less estimated costs to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell.

The following is an aging analysis for loans receivable as of December 31, 2024 and 2023:

December 31, 2024
LoansPast Due30-59DaysLoansPast Due60-89DaysLoansPast Due90 Daysor MoreTotalPast DueCurrentLoansTotal LoansReceivableAccruingLoansPast Due90 Daysor More
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$4,352$38,944$36,172$79,468$5,347,312$5,426,780$304
Construction/land development3697994,3025,4702,730,7442,736,214600
Agricultural9043559692336,301336,993—
Residential real estate loans
Residential 1-4 family1,8974,87724,37431,1481,925,3411,956,4891,835
Multifamily residential——13,08313,083483,401496,484—
Total real estate6,70844,66378,490129,86110,823,09910,952,9602,739
Consumer7,046686,21013,3241,221,0371,234,36132
Commercial and industrial3091,02813,19414,5312,008,2442,022,7752,263
Agricultural and other1,0822919932,366552,038554,404—
Total$15,145$46,050$98,887$160,082$14,604,418$14,764,500$5,034
December 31, 2023
LoansPast Due30-59DaysLoansPast Due60-89DaysLoansPast Due90 Daysor MoreTotalPast DueCurrentLoansTotal LoansReceivableAccruingLoansPast Due90 Daysor More
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$8,124$416$15,355$23,895$5,526,059$5,549,954$2,177
Construction/land development1,430—12,34913,7792,279,2682,293,047255
Agricultural4743144311,219323,937325,156—
Residential real estate loans
Residential 1-4 family4,3461,42320,43526,2041,818,0561,844,26084
Multifamily residential————435,736435,736—
Total real estate14,3742,15348,57065,09710,383,05610,448,1532,516
Consumer1,0223033,5024,8271,148,8631,153,69079
Commercial and industrial2,0893,37811,51716,9842,308,0072,324,9911,535
Agricultural and other1,0741135121,699496,195497,894—
Total$18,559$5,947$64,101$88,607$14,336,121$14,424,728$4,130

Non-accruing loans were $93.9 million and $60.0 million at December 31, 2024 and 2023, respectively.

Interest recognized on impaired loans during the years ended December 31, 2024, 2023 and 2022 was approximately $13.5 million, $2.5 million and $9.6 million, respectively. The amount of interest recognized on impaired loans on the cash basis is not materially different than the accrual basis.

Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk rating of loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) non-performing loans and (v) the general economic conditions in Arkansas, Florida, Texas, Alabama and New York.

The Company utilizes a risk rating matrix to assign a risk rating to each of its loans. Loans are rated on a scale from 1 to 8. Descriptions of the general characteristics of the 8 risk ratings are as follows:

Risk rating 1 – Excellent. Loans in this category are to persons or entities of unquestionable financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the Bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin. Loans secured by bank certificates of deposit and savings accounts, with appropriate holds placed on the accounts, are to be rated in this category.

Risk rating 2 – Good. These are loans to persons or entities with strong financial condition and above-average liquidity that have previously satisfactorily handled their obligations with the Bank. Collateral securing the Bank’s debt is margined in accordance with policy guidelines. Internally generated cash flow covers current maturities of long-term debt more than adequately. Unsecured loans to individuals supported by strong financial statements and on which repayment is satisfactory may be included in this classification.

Risk rating 3 – Satisfactory. Loans to persons or entities with an average financial condition, adequate collateral margins, adequate cash flow to service long-term debt, and net worth comprised mainly of fixed assets are included in this category. These entities are minimally profitable now, with projections indicating continued profitability into the foreseeable future. Closely held corporations or businesses where a majority of the profits are withdrawn by the owners or paid in dividends are included in this rating category. Overall, these loans are basically sound.

Risk rating 4 – Watch. Borrowers who have marginal cash flow, marginal profitability or have experienced an unprofitable year and a declining financial condition characterize these loans. The borrower has in the past satisfactorily handled debts with the Bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the Bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement and repayment capacity, but with collateral that appears to limit exposure.

Risk rating 5 – Other Loans Especially Mentioned (“OLEM”). A loan criticized as OLEM 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 asset or in the institution’s credit position at some future date. OLEM assets are not adversely classified and do not expose the institution to sufficient risks to warrant adverse classification.

Risk rating 6 – Substandard. A loan classified as substandard is inadequately protected by the sound worth and paying capacity of the borrower or the collateral pledged. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual assets.

Risk rating 7 – Doubtful. A loan classified as doubtful has all the weaknesses inherent in a loan classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. These are poor quality loans in which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full in a reasonable period of time; in fact, there is permanent impairment in the collateral securing the loan.

Risk rating 8 – Loss. Assets classified as loss are considered uncollectible and of such little value that the continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this basically worthless asset, even though partial recovery may occur in the future. This classification is based upon current facts, not probabilities. Assets classified as loss should be charged-off in the period in which they became uncollectible.

The Company's classified loans include loans in risk ratings 6, 7 and 8. Loans may be classified, but not considered collateral dependent, due to one of the following reasons: (1) The Company has established minimum dollar amount thresholds for credit loss testing. All loans over $2.0 million that are rated 5 – 8 are individually assessed for impairment on a quarterly basis. Loans rated 5 – 8 that fall under the threshold amount are not individually tested for credit losses and therefore are not included in collateral dependent loans; (2) of the loans that are above the threshold amount and tested for credit losses after testing, some are considered to not be collateral dependent and are not included in collateral dependent loans.

Based on the most recent analysis performed, the risk category of loans by class as of December 31, 2024 and 2023 is as follows:

December 31, 2024
Term Loans Amortized Cost Basis by Origination Year
20242023202220212020PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Risk rating 1$—$—$—$—$—$326$68$394
Risk rating 2————————
Risk rating 3178,690331,274645,431512,315220,835934,598228,1983,051,341
Risk rating 4120,70091,233531,601267,040131,943617,978313,5292,074,024
Risk rating 527—1,266—1,0409,61334312,289
Risk rating 633,78182533,9985,7019,892204,535—288,732
Risk rating 7————————
Risk rating 8————————
Total non-farm/non-residential333,198423,3321,212,296785,056363,7101,767,050542,1385,426,780
Construction/land development
Risk rating 1$—$—$—$9$—$—$—$9
Risk rating 2100134———157—391
Risk rating 3791,840397,607337,38285,06940,87060,99470,7551,784,517
Risk rating 4171,954173,190320,89629,0106,84820,977207,563930,438
Risk rating 513—16,390198———16,601
Risk rating 6—1081,8521,182195871384,246
Risk rating 7————————
Risk rating 8———12———12
Total construction/land development963,907571,039676,520115,48047,91382,999278,3562,736,214
Agricultural
Risk rating 1$449$—$1,393$—$—$—$—$1,842
Risk rating 2277238—1,080———1,595
Risk rating 338,90032,89029,01315,09120,24042,89637,392216,422
Risk rating 413,58210,16727,98719,76510,45325,5395,015112,508
Risk rating 5—————571—571
Risk rating 6———1,5551,0841,2281884,055
Risk rating 7————————
Risk rating 8————————
Total agricultural53,20843,29558,39337,49131,77770,23442,595336,993
Total commercial real estate loans$1,350,313$1,037,666$1,947,209$938,027$443,400$1,920,283$863,089$8,499,987
Residential real estate loans
Residential 1-4 family
Risk rating 1$—$—$—$—$—$91$2$93
Risk rating 2—221———104235
Risk rating 3219,885232,289370,485222,761126,372342,594120,6261,635,012
Risk rating 414,38018,40443,41922,95219,31869,81193,464281,748
Risk rating 58541,9488872,2631931,6397788,562
Risk rating 6—2,6308,1352,9714,23012,60926330,838
Risk rating 7————————
Risk rating 8—————1—1
Total residential 1-4 family235,119255,492422,926250,947150,113426,755215,1371,956,489
December 31, 2024
Term Loans Amortized Cost Basis by Origination Year
20242023202220212020PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Multifamily residential
Risk rating 1$—$—$—$—$—$—$—$—
Risk rating 2————————
Risk rating 33,74411,30433,41139,82851,57371,4887,457218,805
Risk rating 4297395160,9138,90858,23622,82012,413263,982
Risk rating 5—————242—242
Risk rating 6——12,647586—222—13,455
Risk rating 7————————
Risk rating 8————————
Total multifamily residential4,04111,699206,97149,322109,80994,77219,870496,484
Total real estate$1,589,473$1,304,857$2,577,106$1,238,296$703,322$2,441,810$1,098,096$10,952,960
Consumer
Risk rating 1$4,977$2,256$1,548$789$524$1,001$1,589$12,684
Risk rating 2—————142—142
Risk rating 3268,747208,277206,878173,22487,540234,8021,1521,180,620
Risk rating 47,2324,5564,9261,4641615,62619524,160
Risk rating 5—48216156407—791
Risk rating 6755,7413,6181813395,9465515,955
Risk rating 7—2—————2
Risk rating 8—1—6———7
Total consumer281,031220,837216,978175,88088,720247,9242,9911,234,361
Commercial and industrial
Risk rating 16,417$833$575$417$214$20,878$12,044$41,378
Risk rating 247117442664182,7093,403
Risk rating 3131,583509,552230,98160,65243,587219,289196,5381,392,182
Risk rating 474,38853,10330,83229,0326,62659,163230,272483,416
Risk rating 5—1133244,52615—1,0686,046
Risk rating 647,0073,1983,64612,617119,40620,46496,349
Risk rating 7————————
Risk rating 8——1————1
Total commercial and industrial259,442566,916266,801107,31050,457308,754463,0952,022,775
Agricultural and other
Risk rating 1$705$375$120$16$100$—$993$2,309
Risk rating 215330123———2,1752,652
Risk rating 333,06042,56238,42826,40824,26131,552180,103376,374
Risk rating 431,8962,2877,4676,99833814,067106,309169,362
Risk rating 51,914—312—6154352,835
Risk rating 6—3—3957663110872
Risk rating 7————————
Risk rating 8————————
Total agricultural and other67,72845,52846,35033,46124,81746,825289,695554,404
Total$2,197,674$2,138,138$3,107,235$1,554,947$867,316$3,045,313$1,853,877$14,764,500
December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
20232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Risk rating 1$—$—$—$—$232$116$55$403
Risk rating 2————111——111
Risk rating 3305,742584,860568,413243,177216,746934,111440,4143,293,463
Risk rating 483,089557,540242,217224,378149,258590,86495,3601,942,706
Risk rating 5——10,000—14,09542,69475867,547
Risk rating 6—8,1989,95823,74324,380179,35095245,724
Risk rating 7————————
Risk rating 8————————
Total non-farm/non-residential388,8311,150,598830,588491,298404,8221,747,135536,6825,549,954
Construction/land development
Risk rating 1$—$—$10$—$—$—$—$10
Risk rating 2759————186—945
Risk rating 3300,941499,984130,34262,13422,65656,18044,6031,116,840
Risk rating 4198,874417,244252,60222,71332,34224,527209,0631,157,365
Risk rating 56411,163—3,30621869—5,397
Risk rating 6—7,8171,6317486412541,32712,418
Risk rating 7————————
Risk rating 8——72————72
Total construction/land development501,215926,208384,65788,90155,85781,216254,9932,293,047
Agricultural
Risk rating 1$—$1,605$—$—$—$—$—$1,605
Risk rating 2247—1,936————2,183
Risk rating 330,25243,29122,91925,99210,67843,28420,104196,520
Risk rating 49,47724,68820,35819,5327,87332,6924,612119,232
Risk rating 5————314571—885
Risk rating 6——1,6751,0841,620352—4,731
Risk rating 7————————
Risk rating 8————————
Total agricultural39,97669,58446,88846,60820,48576,89924,716325,156
Total commercial real estate loans$930,022$2,146,390$1,262,133$626,807$481,164$1,905,250$816,391$8,168,157
Residential real estate loans
Residential 1-4 family
Risk rating 1$—$—$—$—$—$144$2$146
Risk rating 2259————201280
Risk rating 3246,462366,149241,985145,33993,751324,569122,9501,541,205
Risk rating 414,99237,44455,40621,24013,31367,08462,356271,835
Risk rating 5—2432464798311,343403,182
Risk rating 6715,3612,9264,0643,43210,5671,18927,610
Risk rating 7————————
Risk rating 8—————2—2
Total residential 1-4 family261,784409,197300,563171,122111,327403,729186,5381,844,260
December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
20232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Multifamily residential
Risk rating 1$—$—$—$—$—$—$—$—
Risk rating 2————————
Risk rating 33,3149,82737,75544,40731,43653,0686,537186,344
Risk rating 466977,18569,54664,2958,11618,4907,822246,123
Risk rating 5—————3,006—3,006
Risk rating 6————263——263
Risk rating 7————————
Risk rating 8————————
Total multifamily residential3,98387,012107,301108,70239,81574,56414,359435,736
Total real estate$1,195,789$2,642,599$1,669,997$906,631$632,306$2,383,543$1,017,288$10,448,153
Consumer
Risk rating 1$5,195$2,952$2,002$839$355$1,114$1,580$14,037
Risk rating 2————12654—180
Risk rating 3240,897245,543211,312108,009108,063191,2201,2641,106,308
Risk rating 49,5977,5342,479691096,07321426,075
Risk rating 522—22483872261—1,660
Risk rating 62041,5598305818811,349115,415
Risk rating 715——————15
Risk rating 8————————
Total consumer255,930257,588216,645109,981110,406200,0713,0691,153,690
Commercial and industrial
Risk rating 1$3,757$918$1,120$236$121$20,835$12,644$39,631
Risk rating 21741,293220121642189633,044
Risk rating 3487,896272,60878,50750,34077,761170,610227,0431,364,765
Risk rating 4115,02534,47455,81233,00027,18971,854378,417715,771
Risk rating 52154716,3183,3522019801,76723,186
Risk rating 612,49875,5364,9421,1549,08612,18063,198178,594
Risk rating 7————————
Risk rating 8————————
Total commercial and industrial619,371385,376156,91988,094114,522276,677684,0322,324,991
Agricultural and other
Risk rating 1$408$131$16$105$—$2$563$1,225
Risk rating 2396281—1,1811006932,399
Risk rating 352,75845,79631,37826,9183,05943,984145,419349,312
Risk rating 414,0077,6638,02595510,9553,18894,186138,979
Risk rating 5—2,286—134—5936653,678
Risk rating 6713363108—3701,6562,301
Risk rating 7————————
Risk rating 8————————
Total agricultural and other67,64055,93739,48328,22015,19548,237243,182497,894
Total$2,138,730$3,341,500$2,083,044$1,132,926$872,429$2,908,528$1,947,571$14,424,728

The following table presents gross write-offs by origination date for the year ended December 31, 2024 and December 31, 2023.

December 31, 2024
Term Loans Amortized Cost Basis by Origination Year
2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving Loans Amortized Cost Basis · Total
(In thousands)
Real estate
Commercial real estate loans
Non-farm/non-residential$—$—$26,059$779$9,979$1,220$95$38,132
Construction/land development——66652633—2121,437
Agricultural————————
Residential real estate loans
Residential 1-4 family—5717015818497567
Multifamily residential——6,500————6,500
Total real estate—5733,3951,30610,0701,40440446,636
Consumer18*13499724633647492,214
Commercial and industrial—576976911166,0053,60411,089
Agricultural & other3,026*71—————3,097
Total$3,044$838$34,489$2,243$10,522$7,883$4,017$63,036

*The 2024 write-offs primarily consist of overdrafts.

December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving Loans Amortized Cost Basis · Total
(In thousands)
Real estate
Commercial real estate loans
Non-farm/non-residential$—$—$—$—$1,826$502$—$2,328
Construction/land development—21685—88—263
Agricultural————16—7
Residential real estate loans
Residential 1-4 family—29287313126—269
Total real estate—31196781,840722—2,867
Consumer—5144986326325544
Commercial and industrial—4071,1108949115,3694669,157
Agricultural & other3,252**1126431643,487
Total$3,252$490$1,351$1,072$2,878$6,357$655$16,055

** The 2023 write-off primarily consists of overdrafts.

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. The Company also evaluates credit quality based on the aging status of the loan, which was previously presented and by payment activity. The following tables present the amortized cost of performing and nonperforming loans as of December 31, 2024 and 2023.

December 31, 2024
Term Loans Amortized Cost Basis by Origination Year
20242023202220212020PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Performing$301,127$423,332$1,178,297$784,102$359,710$1,712,213$542,138$5,300,919
Non-performing32,071—33,9999544,00054,837—125,861
Total non-farm/ non-residential333,198423,3321,212,296785,056363,7101,767,050542,1385,426,780
Construction/land development
Performing963,903570,931674,668114,15747,73682,199278,3192,731,913
Non-performing41081,8521,323177800374,301
Total construction/ land development963,907571,039676,520115,48047,91382,999278,3562,736,214
Agricultural
Performing$53,208$43,295$58,393$37,491$31,777$69,863$42,407$336,434
Non-performing—————371188559
Total agricultural53,20843,29558,39337,49131,77770,23442,595336,993
Total commercial real estate loans$1,350,313$1,037,666$1,947,209$938,027$443,400$1,920,283$863,089$8,499,987
Residential real estate loans
Residential 1-4 family
Performing$235,119$252,691$416,981$247,959$146,817$415,401$214,972$1,929,940
Non-performing—2,8015,9452,9883,29611,35416526,549
Total residential 1-4 family235,119255,492422,926250,947150,113426,755215,1371,956,489
Multifamily residential
Performing$4,041$11,699$194,474$48,736$109,809$94,772$19,870$483,401
Non-performing——12,497586———13,083
Total multifamily residential4,04111,699206,97149,322109,80994,77219,870496,484
Total real estate1,589,4731,304,8572,577,1061,238,296703,3222,441,8101,098,09610,952,960
Consumer
Performing$280,956$215,196$214,938$175,706$88,409$241,992$2,936$1,220,133
Non-performing755,6412,0401743115,9325514,228
Total consumer281,031220,837216,978175,88088,720247,9242,9911,234,361
Commercial and industrial
Performing$212,469$564,063$263,604$106,405$50,453$300,351$443,008$1,940,353
Non-performing46,9732,8533,19790548,40320,08782,422
Total commercial and industrial259,442566,916266,801107,31050,457308,754463,0952,022,775
Agricultural and other
Performing$67,728$45,525$46,350$33,422$24,815$45,922$289,649$553,411
Non-performing—3—39290346993
Total agricultural and other67,72845,52846,35033,46124,81746,825289,695554,404
Total$2,197,674$2,138,138$3,107,235$1,554,947$867,316$3,045,313$1,853,877$14,764,500
December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
20232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Performing$388,831$1,150,598$821,373$490,153$404,061$1,718,776$536,349$5,510,141
Non-performing——9,2151,14576128,35933339,813
Total non-farm/ non-residential388,8311,150,598830,588491,298404,8221,747,135536,6825,549,954
Construction/land development
Performing501,215918,390382,95488,20455,23981,028253,6672,280,697
Non-performing—7,8181,7036976181881,32612,350
Total construction/ land development501,215926,208384,65788,90155,85781,216254,9932,293,047
Agricultural
Performing$39,976$69,584$46,809$46,608$20,485$76,547$24,716$324,725
Non-performing——79——352—431
Total agricultural39,97669,58446,88846,60820,48576,89924,716325,156
Total commercial real estate loans$930,022$2,146,390$1,262,133$626,807$481,164$1,905,250$816,391$8,168,157
Residential real estate loans
Residential 1-4 family
Performing$261,784$405,239$298,207$167,475$108,091$396,130$185,948$1,822,874
Non-performing—3,9582,3563,6473,2367,59959021,386
Total residential 1-4 family261,784409,197300,563171,122111,327403,729186,5381,844,260
Multifamily residential
Performing$3,983$87,012$107,301$108,702$39,815$74,564$14,359$435,736
Non-performing————————
Total multifamily residential3,98387,012107,301108,70239,81574,56414,359435,736
Total real estate1,195,7892,642,5991,669,997906,631632,3062,383,5431,017,28810,448,153
Consumer
Performing$255,771$256,826$215,831$109,442$110,267$198,982$3,060$1,150,179
Non-performing1597628145391391,08993,511
Total consumer255,930257,588216,645109,981110,406200,0713,0691,153,690
Commercial and industrial
Performing$616,809$382,190$156,056$87,531$111,529$273,434$680,552$2,308,101
Non-performing2,5623,1868635632,9933,2433,48016,890
Total commercial and industrial619,371385,376156,91988,094114,522276,677684,0322,324,991
Agricultural and other
Performing$67,569$55,904$39,473$28,220$15,195$48,203$242,818$497,382
Non-performing713310——34364512
Total agricultural and other67,64055,93739,48328,22015,19548,237243,182497,894
Total$2,138,730$3,341,500$2,083,044$1,132,926$872,429$2,908,528$1,947,571$14,424,728

The Company had approximately $55.0 million or 213 total revolving loans convert to term loans for the year ended December 31, 2024 compared to $69.0 million or 217 total revolving loans convert to term loans for the year ended December 31, 2023. These loans were considered immaterial for vintage disclosure inclusion.

The following table presents the amortized cost basis of modified loans to borrowers experiencing financial difficulty by class and modification type at December 31, 2024 and December 31, 2023. 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.

December 31, 2024
Combination of Modifications
Term ExtensionInterest Rate ReductionPrincipal ReductionInterest OnlyInterest Rate Reduction and Term ExtensionPrincipal Reduction and Interest Rate ReductionTerm Extension and Interest OnlyTerm Extension and Principal ReductionPost-ModificationOutstandingBalancePercentage of Total Class of Loans Receivable
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$388$32,096$—$1,228$339$—$15,646$—$49,6970.92%
Construction/land development———52————52—%
Residential real estate loans
Residential 1-4 family1,0761,19810222523——1173,0380.16%
Total real estate1,46433,2941021,302862—15,64611752,7870.48%
Consumer6——9—2——17—%
Commercial and industrial2,33767,017—44176———69,8713.45%
Total$3,807$100,311$102$1,752$938$2$15,646$117$122,6750.83%
December 31, 2023
Combination of Modifications
Term ExtensionInterest Rate ReductionPrincipal ReductionInterest OnlyInterest Rate Reduction and Term ExtensionPrincipal Reduction and Interest Rate ReductionTerm Extension and Interest OnlyTerm Extension and Principal ReductionPost-ModificationOutstandingBalancePercentage of Total Class of Loans Receivable
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$398$—$—$1,537$348$—$16,023$—$18,3060.33%
Construction/land development———149————1490.01%
Agricultural——————————%
Residential real estate loans
Residential 1-4 family56059810659516——1161,9550.11%
Multifamily residential——————————%
Total real estate9585981061,745864—16,02311620,4100.20%
Consumer14—110—5——30—%
Commercial and industrial2,25338421,76374———4,1700.18%
Total$3,225$636$149$3,518$938$5$16,023$116$24,6100.17%

During the year ended December 31, 2024, the Company restructured approximately $108.4 million in loans to 13 borrowers. The ending balance of these loans as of December 31, 2024, was $100.5 million. The Company considered the financial effect of these loan modifications to borrowers experiencing financial difficulty during the year ended December 31, 2024 immaterial for tabular disclosure inclusion. Three of the modified loans pertained to one borrower relationship and accounted for $99.1 million of the total post-modification outstanding balance. The modification involved three new loans being underwritten resulting in the interest rate decreasing by 12 basis points andone of the loans in the relationship being charged-off. The charged-off amount was $26.1 million. Five of the $122.7 million in restructured loans held by the Company were considered to be collateral dependent as of December 31, 2024. The outstanding balance of these loans was $114.7 million, and the specific reserve was $2.9 million.

The following table presents the amortized cost basis of loans that had a payment default during the years ended December 31, 2024 and 2023, respectively, and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

December 31, 2024
Term Extension · Combination Interest Rate Reduction and Term Extension
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$—$—
Construction/land development——
Agricultural——
Residential real estate loans—
Residential 1-4 family249—
Total real estate249—
Consumer5—
Commercial and industrial—2
Total$254$2
December 31, 2023
Term Extension · Interest Rate Reduction · Principal Reduction · Interest Only · Combination Interest Rate Reduction and Term Extension · Combination Interest Rate Reduction and Principal Reduction · Combination Term Extension and Principal Reduction
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$—$—$—$—$—$—$—
Construction/land development———————
Agricultural———————
Residential real estate loans—
Residential 1-4 family2991059—328—116
Total real estate2991059—328—116
Consumer14——29—5—
Commercial and industrial———————
Total$313$105$9$29$328$5$116

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The Company has modified 13 loans over the past 12 months to borrowers experiencing financial difficulty. The pre-modification balance of the loans was $134.4 million, and the ending balance as of December 31, 2024 was $100.5 million. The $100.5 million balance consists of $256,190 of non-accrual loans and $100.2 million of current loans, of which all were current as of December 31, 2024.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses on loans is adjusted by the same amount. The defaults impact the loss rate by applicable loan pool for the quarterly CECL calculation. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

The Company has purchased loans for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The Company held approximately $76.3 million and $130.7 million in PCD loans, as of December 31, 2024 and 2023, respectively. The balance, as of December 31, 2024, resulted from the acquisition of Happy. The balance, as of December 31, 2023, consisted of $130.4 million resulting from the acquisition of Happy and $376,100 from the acquisition of LH-Finance.

The following is a presentation of total foreclosed assets as of December 31, 2024 and 2023:

December 31, 2024December 31, 2023
(In thousands)
Commercial real estate loans
Non-farm/non-residential$28,392$29,894
Construction/land development13,39147
Residential real estate loans
Residential 1-4 family1,624545
Total foreclosed assets held for sale$43,407$30,486
  1. Goodwill and Core Deposit Intangible

Changes in the carrying amount and accumulated amortization of the Company’s goodwill and core deposit intangible at December 31, 2024 and 2023, were as follows:

December 31, 2024December 31, 2023
Goodwill · (In thousands)
Balance, beginning of period$1,398,253$1,398,253
Balance, end of period$1,398,253$1,398,253
December 31, 2024December 31, 2023
Core Deposit Intangible · (In thousands)
Balance, beginning of period$48,770$58,455
Amortization expense(8,443)(9,685)
Balance, end of year$40,327$48,770

The carrying basis and accumulated amortization of core deposits intangibles at December 31, 2024 and 2023 were:

December 31, 2024December 31, 2023
(In thousands)
Gross carrying amount$128,888$128,888
Accumulated amortization(88,561)(80,118)
Net carrying amount$40,327$48,770

Core deposit intangible amortization expense for the years ended December 31, 2024, 2023 and 2022 was approximately $8.4 million, $9.7 million and $8.9 million, respectively. The core deposit intangible is tested annually for impairment during the fourth quarter. During the 2024 review, no impairment was found. Including all of the mergers completed as of December 31, 2024, HBI’s estimated amortization expense of the core deposit intangible for each of the years 2025 through 2029 is approximately: 2025 – $8.0 million; 2026 – $7.8 million; 2027 – $6.6 million; 2028 – $4.2 million and 2029 – $4.2 million.

The carrying amount of the Company’s goodwill was $1.40 billion at both December 31, 2024 and 2023. Goodwill is tested annually for impairment during the fourth quarter or more frequently if changes or circumstances occur. During the 2024 and 2023 reviews, no impairment was found. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements.

  1. Other Assets

Other assets consist primarily of equity securities without a readily determinable fair value and other miscellaneous assets. As of December 31, 2024 and 2023, other assets were $345.3 million and $323.6 million, respectively.

The Company has equity securities without readily determinable fair values such as stock holdings in the Federal Home Loan Bank (“FHLB”), the Federal Reserve Bank (“Federal Reserve”) and First National Bankers' Bank ("FNBB") which are outside the scope of ASC Topic 321, Investments – Equity Securities(“ASC Topic 321”). These equity securities without a readily determinable fair value were $135.2 million and $134.6 million at December 31, 2024 and December 31, 2023, respectively, and are accounted for at cost.

The Company also has equity securities which are accounted for under ASC Topic 321. These equity securities without a readily determinable fair value were $91.2 million and $88.6 million at December 31, 2024 and 2023, respectively. There were no transactions during the period that would indicate a material change in fair value.

  1. Deposits

The aggregate amount of time deposits with a minimum denomination of $250,000 was $917.1 million and $836.7 million at December 31, 2024 and 2023, respectively. The aggregate amount of time deposits with a minimum denomination of $100,000 was $1.20 billion and $1.09 billion at December 31, 2024 and 2023, respectively. Interest expense applicable to certificates in excess of $100,000 totaled $49.3 million, $26.1 million and $3.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, brokered deposits were $448.4 million and $401.0 million, respectively.

The following is a summary of the scheduled maturities of all time deposits at December 31, 2024 (in thousands):

2025$1,682,838
202675,569
202715,012
20288,304
202910,142
Thereafter467
Total time deposits$1,792,332

Deposits totaling approximately $3.08 billion and $3.05 billion at December 31, 2024 and 2023, respectively, were public funds obtained primarily from state and political subdivisions in the United States.

  1. Securities Sold Under Agreements to Repurchase

At December 31, 2024 and 2023, securities sold under agreements to repurchase totaled $162.4 million and $142.1 million, respectively. For the years ended December 31, 2024 and 2023, securities sold under agreements to repurchase daily weighted-average totaled $166.0 million and $149.0 million, respectively. The remaining contractual maturity of securities sold under agreements to repurchase in the consolidated balance sheets as of December 31, 2024 and 2023 is presented in the following table:

December 31, 2024December 31, 2023
Overnight andContinuousTotalOvernight andContinuousTotal
(In thousands)
Securities sold under agreements to repurchase:
Mortgage-backed securities48,05648,056——
State and political subdivisions37,83137,831——
Other securities76,46376,463142,085142,085
Total borrowings$162,350$162,350$142,085$142,085
  1. FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $600.0 million at both December 31, 2024 and 2023. At December 31, 2024, $100.0 million and $500.0 million balance was classified as short-term and long-term advances, respectively. At December 31, 2023, the entire $600.0 million balance was classified as long-term advances. The FHLB advances mature from 2025 to 2037 with fixed interest rates ranging from 3.37% to 4.84% and are secured by loans and investments securities. Expected maturities could differ from contractual maturities because the FHLB has have the right to call or the Company has the right to prepay certain obligations.

Other borrowed funds were $750,000 as of December 31, 2024 and were classified as short-term advances. Other borrowed funds were $701.3 million as of December 31, 2023 and were classified as short-term advances. During the fourth quarter of 2024, the Company paid off its $700.0 million advance from the Federal Reserve's Bank Term Funding Program ("BTFP").

Additionally, the Company had $1.22 billion and $1.33 billion at December 31, 2024 and 2023, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits at December 31, 2024 and 2023, respectively.

Maturities of borrowings with original maturities exceeding one year at December 31, 2024, are as follows (in thousands):

By ContractualMaturity · ByCall Date
2025$100,750$500,750
2026100,000100,000
2027——
2028——
2029——
Thereafter400,000—
$600,750$600,750
  1. Subordinated Debentures

As of December 31, 2024 and 2023, subordinated debentures were $439.2 million and $439.8 million, respectively.

Subordinated debentures at December 31, 2024 and 2023 contained the following components:

As ofDecember 31, 2024As ofDecember 31, 2023
(In thousands)
Subordinated debt securities
Subordinated notes issued in 2020, due 2030, fixed rate of 5.500% during the first five years and at a floating rate of 534.5 basis points above the then three-month SOFR rate, reset quarterly, thereafter, callable in 2025 without penalty$140,764$142,084
Subordinated notes, net of issuance costs, issued in 2022, due 2032, fixed rate of 3.125% during the first five years and at a floating rate of 182 basis points above the then three-month SOFR rate, reset quarterly, thereafter, callable in 2027 without penalty298,482297,750
Total$439,246$439,834

Subordinated Debt Securities. On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate (SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.

The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On January 18, 2022, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 3.125% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “2032 Notes”) for net proceeds, after underwriting discounts and issuance costs of approximately $296.4 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on January 30, 2032. From and including the date of issuance to, but excluding January 30, 2027 or the date of earlier redemption, the 2032 Notes will bear interest at an initial rate of 3.125% per annum, payable in arrears on January 30 and July 30 of each year. From and including January 30, 2027 to, but excluding, the maturity date or earlier redemption, the 2032 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2032 Notes, plus 182 basis points, payable quarterly in arrears on January 30, April 30, July 30, and October 30 of each year, commencing on April 30, 2027.

The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

  1. Income Taxes

The following is a summary of the components of the provision for income taxes for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,
202420232022
(In thousands)
Current:
Federal$92,995$99,938$72,367
State18,80223,09314,733
Total current111,797123,03187,100
Deferred:
Federal6,907(3,312)1,839
State1,397(765)374
Total deferred8,304(4,077)2,213
Income tax expense$120,101$118,954$89,313

The reconciliation between the statutory federal income tax rate and effective income tax rate is as follows for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,
202420232022
Statutory federal income tax rate21.00%21.00%21.00%
Effect of non-taxable interest income(1.06)(0.68)(1.89)
Stock compensation0.560.280.38
State income taxes, net of federal benefit2.222.972.70
Other0.27(0.33)0.45
Effective income tax rate22.99%23.24%22.64%

The types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows:

December 31, 2024December 31, 2023
(In thousands)
Deferred tax assets:
Allowance for credit losses$76,221$81,251
Deferred compensation6,7837,619
Stock compensation4,9816,803
Non-accrual interest income1,7981,463
Real estate owned67479
Unrealized loss on Securities AFS79,84782,613
Loan discounts3,3235,119
Investments26,04224,669
Accelerated depreciation on premises and equipment664—
Other14,63414,691
Gross deferred tax assets214,967224,307
Deferred tax liabilities:
Accelerated depreciation on premises and equipment—1,477
Tax basis on acquisitions7,4394,061
Core deposit intangibles8,99711,021
FHLB dividends1,9192,351
Other9,9158,233
Gross deferred tax liabilities28,27027,143
Net deferred tax assets$186,697$197,164

The Company files income tax returns in the U.S. federal jurisdiction. The Company is no longer subject to U.S. federal and state tax examinations by tax authorities for years before 2020. The Company’s income tax returns are open and subject to examinations from the 2021 tax year and forward.

The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in other non-interest expense. During the years ended December 31, 2024, 2023 and 2022, the Company did not recognize any significant interest or penalties.

  1. Common Stock, Compensation Plans and Other

Common Stock

The Company’s Restated Articles of Incorporation, as amended, authorize the issuance of up to 300,000,000 shares of common stock, par value $0.01 per share.

The Company also has the authority to issue up to 5,500,000 shares of preferred stock, par value $0.01 per share under the Company’s Restated Articles of Incorporation.

Stock Repurchases

During 2024, the Company repurchased a total of 3,521,792 shares with a weighted-average stock price of $24.41 per share. The 2024 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 2024 total 26,507,507 shares. The remaining balance available for repurchase was 13,244,493 shares at December 31, 2024.

On January 17, 2025, the Board of Directors (the “Board”) of the Company authorized an increase in the shares of the Company’s common stock available for repurchase under its stock repurchase program, which was originally approved by the Board in January 2008 and most recently amended in January 2021, to renew the authorization to 20,000,000 shares. As of January 17, 2025, a total of approximately 13,244,493 shares remained available for repurchase under the existing repurchase authorization, resulting in an increase of 6,755,507 shares of common stock available for repurchase.

Stock Compensation Plans

The Company has an equity incentive plan known as the Home BancShares, Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The purpose of the 2022 Plan is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve the Company’s business results. The 2022 Plan replaced the Company’s Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “2006 Plan” and, together with the 2022 Plan, the “Plans”), which expired on February 27, 2022. Awards outstanding under the 2006 Plan remain in effect under the terms of the 2006 Plan until such awards vest, expire, lapse or are forfeited or terminated. However, no new awards may be granted under the 2006 Plan. As of December 31, 2024, the maximum total number of shares of the Company’s common stock available for issuance under the 2022 Plan was 14,788,000 shares (representing 13,288,000 shares approved for issuance under the 2006 Plan plus 1,500,000 shares added upon adoption of the 2022 Plan). At December 31, 2024, the Company had 2,052,178 shares of common stock remaining available for future grants under the 2022 Plan and an aggregate of 3,641,537 shares of common stock reserved for issuance pursuant to outstanding awards under the Plans.

The intrinsic value of the stock options outstanding at December 31, 2024, 2023, and 2022 was $9.0 million, $12.2 million and $7.8 million, respectively. The intrinsic value of the stock options vested at December 31, 2024, 2023 and 2022 was $6.2 million, $10.3 million and $7.5 million, respectively.

The intrinsic value of the stock options exercised during 2024, 2023 and 2022 was $8.8 million, $1.9 million, and $1.8 million, respectively.

Total unrecognized compensation cost related to non-vested awards, which are expected to be recognized over the vesting periods, was approximately $1.5 million as of December 31, 2024.

The table below summarized the stock option transactions under the Plan at December 31, 2024, 2023 and 2022 and changes during the years then ended:

202420232022
Shares(000)Weighted-averageExercisablePriceShares(000)Weighted-averageExercisablePriceShares(000)Weighted-averageExercisablePrice
Outstanding, beginning of year2,776$20.952,971$20.453,015$20.06
Granted1029.412522.6318321.13
Forfeited/Expired(35)21.87(10)23.38(96)21.89
Exercised(1,161)18.65(210)14.01(131)11.30
Outstanding, end of year1,59022.662,77620.952,97120.45
Exercisable, end of year1,04422.341,94020.051,83718.89

Stock-based compensation expense for stock-based compensation awards granted is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company's employee stock options. The weighted-average fair value of options granted during the year ended December 31, 2024 was $7.95, and the weighted-average fair value of options granted during the year ended December 31, 2023 was $5.37. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model based on the weighted-average assumptions for expected dividend yield, expected stock price volatility, risk-free interest rate, and expected life of options granted.

The assumptions used in determining the fair value of 2024, 2023 and 2022 stock option grants were as follows:

For the Years Ended December 31,
202420232022
Expected dividend yield2.65%2.98%3.14%
Expected stock price volatility28.47%27.97%31.18%
Risk-free interest rate4.25%3.37%2.82%
Expected life of options6.5 years6.5 years6.5 years

The following is a summary of currently outstanding and exercisable options at December 31, 2024:

Options OutstandingOptions Exercisable
Exercise Prices · OptionsOutstandingShares(000) · Weighted-AverageRemainingContractualLife (in years) · Weighted-AverageExercisePrice · OptionsExercisableShares(000) · Weighted-AverageExercisePrice
$16.00 to $17.99240.29$17.1224$17.12
$18.00 to $19.991181.3218.5711818.57
$20.00 to $21.991594.0120.8312820.89
$22.00 to $23.991,2213.6623.2273523.18
$24.00 to $25.99583.8725.423925.96
$26.00 to $27.99—0.00———
$28.00 to $29.99109.8529.41——
1,5901,044

The table below summarizes the activity for the Company’s restricted stock issued and outstanding at December 31, 2024, 2023 and 2022 and changes during the years then ended:

202420232022
(In thousands)
Beginning of year1,4291,3811,231
Issued531261409
Vested(469)(152)(178)
Forfeited(62)(61)(81)
End of year1,4291,4291,381
Amount of expense for twelve months ended$8,228$8,016$7,646

Total unrecognized compensation cost, net of income tax benefit, related to non-vested restricted stock awards, which are expected to be recognized over the vesting periods, was approximately $14.6 million as of December 31, 2024.

  1. Non-Interest Expense

The table below shows the components of non-interest expense for years ended December 31, 2024, 2023 and 2022:

202420232022
(In thousands)
Salaries and employee benefits$241,022$256,966$238,885
Occupancy and equipment58,03160,30353,417
Data processing expense36,49436,32934,942
Merger expense——49,594
Other operating expenses:
Advertising7,0978,8507,974
Amortization of intangibles8,4439,6858,853
Electronic banking expense13,44414,31313,632
Directors' fees1,6391,8141,491
Due from bank service charges1,1311,1151,255
FDIC and state assessment15,38825,5308,428
Hurricane expense——176
Insurance3,6343,5673,705
Legal and accounting8,9615,2309,401
Other professional fees8,1428,8158,881
Operating supplies2,6803,1383,120
Postage2,0602,0812,078
Telephone1,8072,1601,890
Other expense36,96332,96727,905
Total other operating expenses111,389119,26598,789
Total non-interest expense$446,936$472,863$475,627
  1. Employee Benefit Plans

401(k) and Employee Stock Ownership Plan

The Company has a combined 401(k) plan and employee stock ownership plan, named the Home BancShares, Inc. 401(k) and Employee Stock Ownership Plan, in which substantially all employees may participate. The Company matches employees’ contributions based on a percentage of salary contributed by participants. As of December 31, 2024, participants in the plan held approximately 1.1 million shares of the Company’s stock. These shares are allocated to the individual employees that have elected to own stock within the plan. While the plan also allows for discretionary employer contributions, no discretionary contributions were made for the years ended 2024, 2023 and 2022. The Company’s expense for the plan was approximately $3.3 million, $3.4 million and $3.1 million in 2024, 2023 and 2022, respectively, which is included in salaries and employee benefits expense.

Chairman’s Retirement Plan

On April 20, 2007, the Company’s Board of Directors approved a Chairman’s Retirement Plan for John W. Allison, the Company’s Chairman. The Chairman’s Retirement Plan provides a supplemental retirement benefit of $250,000 a year for 10 consecutive years or until Mr. Allison’s death, whichever occurs later. During 2011, Mr. Allison reached the age of 65 and became 100% vested in the plan. Therefore, he began receiving the supplemental retirement benefit due to him. He received $250,000 of this benefit during 2024, 2023 and 2022, respectively. An expense of $71,075, $84,787 and $97,449 was accrued for 2024, 2023 and 2022 for this plan, respectively.

  1. Related Party Transactions

In the ordinary course of business, loans may be made to officers and directors and their affiliated companies at substantially the same terms as comparable transactions with other borrowers. At December 31, 2024 and 2023, related party loans were approximately $36.3 million and $63.2 million, respectively. New loans and advances on prior commitments made to the related parties were $1.7 and $662,000 for the years ended December 31, 2024 and 2023, respectively. Repayments of loans made by the related parties were $1.7 million and $11.0 million for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023, directors, officers, and other related interest parties had demand, non-interest-bearing deposits of approximately $5.1 million and $4.3 million, respectively, savings and interest-bearing transaction accounts of approximately $7.8 million and $11.6 million, respectively, and time certificates of deposit of approximately $1.6 million and $878,000, respectively.

During each of 2024, 2023 and 2022, rent expense totaling approximately $133,000, $139,000 and $137,000, respectively, was paid to related parties.

  1. Leases

The Company leases land and office facilities under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2044 and do not include renewal options based on economic factors that would have implied that continuation of the lease was reasonably certain. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. The leases generally include real estate taxes and common area maintenance (“CAM”) charges in the rental payments. Short-term leases are leases having a term of twelve months or less. The Company does not separate nonlease components from the associated lease component of our operating leases. As a result, the Company accounts for these components as a single component under Topic 842 since (i) the timing and pattern of transfer of the nonlease components and the associated lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. The Company recognizes short-term leases on a straight-line basis and does not record a related right-of-use ("ROU") asset and liability for such leases. In addition, equipment leases were determined to be immaterial and a related ROU asset and liability for such leases is not recorded.

As of December 31, 2024, the balances of the ROU asset and lease liability were $42.3 million and $45.2 million, respectively. As of December 31, 2023, the balances of the ROU asset and lease liability were $42.2 million and $45.0 million, respectively. The ROU asset is included inbank premises and equipment, net, and the lease liability is included inaccrued interest payable and other liabilities.

The minimum rental commitments under these noncancelable operating leases are as follows as of December 31, 2024 and 2023:

December 31, 2024
(In thousands)
2025$10,262
20269,663
20278,341
20286,464
20295,675
Thereafter16,346
Total future minimum lease payments$56,751
Discount effect of cash flows(11,560)
Present value of net future minimum lease payments$45,191
December 31, 2023
(In thousands)
2024$9,373
20258,549
20268,111
20277,223
20285,496
Thereafter19,827
Total future minimum lease payments$58,579
Discount effect of cash flows(13,551)
Present value of net future minimum lease payments$45,028

Additional information:

Year EndedDecember 31, 2024Year EndedDecember 31, 2023Year EndedDecember 31, 2022
(In thousands)
Lease expense:
Operating lease expense$9,140$8,087$7,995
Short-term lease expense——3
Variable lease expense1,2171,105873
Total lease expense$10,357$9,192$8,871
Other information:
Cash paid for amounts included in the measurement of lease liabilities$8,757$8,384$8,128
Weighted-average remaining lease term7.678.479.28
Weighted-average discount rate3.48%3.43%3.41%
  1. Significant Estimates and Concentrations of Credit Risks

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for credit losses and certain concentrations of credit risk are reflected in Note 5, while deposit concentrations are reflected in Note 8.

The Company’s primary market areas are in Arkansas, Florida, Texas, South Alabama and New York. The Company primarily grants loans to customers located within these markets unless the borrower has an established relationship with the Company.

The diversity of the Company’s economic base tends to provide a stable lending environment. Although the Company has a loan portfolio that is diversified in both industry and geographic area, a substantial portion of its debtors’ ability to honor their contracts is dependent upon real estate values, tourism demand and the economic conditions prevailing in its market areas.

Although the Company has a diversified loan portfolio, at December 31, 2024 and 2023, commercial real estate loans represented 57.6% and 56.7% of total loans receivable, respectively, and 214.6% and 215.5% of total stockholders’ equity, respectively. Residential real estate loans represented 16.6% and 15.8% of total loans receivable and 61.9% and 60.1% of total stockholders’ equity at December 31, 2024 and 2023, respectively.

Approximately 79.5% of the Company’s total loans and 83.7% of the Company’s real estate loans as of December 31, 2024, are to borrowers whose collateral is located in Alabama, Arkansas, Florida, Texas and New York, the states in which the Company has its branch locations.

Any future volatility in the economy could cause the values of assets and liabilities recorded in the financial statements to change rapidly, resulting in material future adjustments in asset values, the allowance for credit losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

  1. Commitments and Contingencies

In the ordinary course of business, the Company makes various commitments and incurs certain contingent liabilities to fulfill the financing needs of their customers. These commitments and contingent liabilities include lines of credit and commitments to extend credit and issue standby letters of credit. The Company applies the same credit policies and standards as they do in the lending process when making these commitments. The collateral obtained is based on the assessed creditworthiness of the borrower.

At December 31, 2024 and 2023, commitments to extend credit of $4.47 billion and $4.59 billion, respectively, were outstanding. A percentage of these balances are participated out to other banks; therefore, the Company can call on the participating banks to fund future draws. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

Outstanding standby letters of credit are contingent commitments issued by the Company, generally to guarantee the performance of a customer in third-party borrowing arrangements. The term of the guarantee is dependent upon the creditworthiness of the borrower, some of which are long-term. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments. The maximum amount of future payments the Company could be required to make under these guarantees at December 31, 2024 and 2023, is $153.9 million and $185.5 million, respectively.

The Company and/or its bank subsidiary have various unrelated legal proceedings, most of which involve loan foreclosure activity pending, which, in the aggregate, are not expected to have a material adverse effect on the financial position or results of operations or cash flows of the Company and its subsidiary.

  1. Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1Quoted prices in active markets for identical assets or liabilities
Level 2Observable 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 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Transfers of financial instruments between levels within the fair value hierarchy are recognized on the date management determines that the underlying circumstances or assumptions have changed.

Available-for-sale securities -Available-for-sale securities are the only material instruments valued on a recurring basis which are held by the Company at fair value. The Company's available-for-sale securities are primarily considered to be Level 2 securities. The Level 2 securities consist primarily of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. As of December 31, 2024 and 2023, Level 2 securities were $3.05 billion and $3.49 billion, respectively. As of December 31, 2024 and 2023, Level 3 securities were $21.5 million and $22.8 million, respectively. In addition, there were no material transfers between hierarchy levels during 2024, 2023 and 2022.

The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities with complicated structures. Pricing for the Company’s investment securities is fairly generic and is easily obtained. The Company uses a third-party comparison pricing vendor in order to reflect consistency in the fair values of the investment securities sampled by the Company each quarter. See footnote 3 for further detail related to the fair value of the Company's available-for-sale investment portfolio.

Individually Evaluated Loans -Individually evaluated loans are the only material financial assets valued on a non-recurring basis which are held by the Company at fair value. When the Company has a specific expectation to initiate, or has initiated, foreclosure proceedings, and when the repayment of a loan is expected to be substantially dependent upon the liquidation of the underlying collateral, the loan relationship is considered to be collateral dependent. Fair value of the loan is determined by establishing an allowance for credit loss for any exposure based on the valuation of the underlying collateral. The valuation of the collateral is determined by either an independent third-party appraisal or other collateral analysis. Discounts can be made by the Company based upon the overall evaluation of the independent appraisal. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower’s underlying financial condition. Collateral values supporting the individually assessed loans are evaluated quarterly for updates to appraised values or adjustments due to non-current valuations. The fair value of collateral-dependent loans was $209.8 million and $171.7 million as of December 31, 2024 and 2023, respectively. This valuation is considered Level 3, consisting of appraisals of underlying collateral.

Foreclosed assets held for sale -Foreclosed assets held for sale are the only material non-financial assets valued on a non-recurring basis which are held by the Company at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for credit losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets held for sale is estimated using Level 3 inputs based on appraisals of underlying collateral. As of December 31, 2024 and 2023, the fair value of foreclosed assets held for sale, less estimated costs to sell, was $43.4 million and $30.5 million, respectively. Foreclosed assets held for sale with a carrying value of approximately $17.9 million were remeasured during the year ended December 31, 2024, resulting in a write-down of approximately $2.5 million. No foreclosed assets held for sale were remeasured during the year ended December 31, 2023. Regulatory guidelines require the Company to reevaluate the fair value of foreclosed assets held for sale on at least an annual basis. The Company’s policy is to comply with the regulatory guidelines.

The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent impaired loans and foreclosed assets primarily relate to customized discounting criteria applied to the customer’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the underlying collateral. As the Company’s primary objective in the event of default would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger discount. During the reported periods, collateral discounts ranged from approximately 10% to 70%.

Fair Values of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents and federal funds sold- For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities - held-to-maturity securities –These securities consist primarily of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Loans receivable, net of impaired loans and allowance — For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are assumed to approximate the carrying amounts. The fair values for fixed-rate loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. Fair values for acquired loans are based on a discounted cash flow methodology that considers factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, current discount rates and whether or not the loan is amortizing. Loans are grouped together according to similar characteristics and are treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows.

Accrued interest receivable and payable - The carrying amounts of accrued interest approximates fair value.

FHLB, FRB & FNBB stock; other equity investments; marketable equity securities -The carrying amount of these investments approximate fair value.

Deposits and securities sold under agreements to repurchase —The fair values of demand deposits, savings deposits and securities sold under agreements to repurchase are, by definition, equal to the amount payable on demand and, therefore, approximate their carrying amounts. The fair values for time deposits are estimated using a discounted cash flow calculation that utilizes interest rates currently being offered on time deposits with similar contractual maturities.

FHLB and other borrowed funds -For short-term instruments, the carrying amount is a reasonable estimate of fair value. The fair value of long-term debt is estimated based on the current rates available to the Company for debt with similar terms and remaining maturities.

Subordinated debentures - The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities.

Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of these commitments is not material and are therefore, omitted from this disclosure.

The following table presents the estimated fair values of the Company’s financial instruments. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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.

December 31, 2024
CarryingAmountFair ValueLevel
(In thousands)
Financial assets:
Cash and cash equivalents$910,347$910,3471
Federal funds sold3,7253,7251
Investment securities - available for sale3,051,1103,051,1102
Investment securities - available for sale21,52921,5293
Investment securities - held-to-maturity1,275,2041,142,9402
Loans receivable, net of impaired loans and allowance14,244,45814,207,9353
Accrued interest receivable120,129120,1291
FHLB, FRB & FNBB stock; other equity investments226,910226,9103
Marketable equity securities48,95448,9541
Financial liabilities:
Deposits:
Demand and non-interest bearing$4,006,115$4,006,1151
Savings and interest-bearing transaction accounts11,347,85011,347,8501
Time deposits1,792,3321,781,1563
Securities sold under agreements to repurchase162,350162,3501
FHLB and other borrowed funds600,750556,0952
Accrued interest payable20,18620,1861
Subordinated debentures439,246375,8873
December 31, 2023
CarryingAmountFair ValueLevel
(In thousands)
Financial assets:
Cash and cash equivalents$1,000,213$1,000,2131
Federal funds sold5,1005,1001
Investment securities - available for sale3,485,0313,485,0312
Investment securities - available for sale22,81022,8103
Investment securities - held-to-maturity1,281,9821,170,4812
Loans receivable, net of impaired loans and allowance14,048,00214,071,7753
Accrued interest receivable118,966118,9661
FHLB, FRB & FNBB stock; other equity investments223,748223,7483
Marketable equity securities49,41949,4191
Financial liabilities:
Deposits:
Demand and non-interest bearing$4,085,501$4,085,5011
Savings and interest-bearing transaction accounts11,050,34711,050,3471
Time deposits1,651,8631,633,0913
Securities sold under agreements to repurchase142,085142,0851
FHLB and other borrowed funds1,301,3001,291,9262
Accrued interest payable19,12419,1241
Subordinated debentures439,834358,6823
  1. Regulatory Matters

The Bank is subject to a legal limitation on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. Arkansas bank regulators have specified that the maximum dividend limit state banks may pay to the parent company without prior approval is 75% of the current year earnings plus 75% of the retained net earnings of the preceding year. Since the Bank is also under supervision of the Federal Reserve, it is further limited if the total of all dividends declared in any calendar year by the Bank exceeds the Bank’s net profits to date for that year combined with its retained net profits for the preceding two years. During 2024, the Company requested approximately $310.1 million in regular dividends from its banking subsidiary.

The Company’s banking subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s regulators could require adjustments to regulatory capital not reflected in the consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total, common equity Tier 1 ("CET1") and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of December 31, 2024, the Company meets all capital adequacy requirements to which it is subject.

On December 31, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.

Basel III became effective for the Company and its bank subsidiary on January 1, 2015. Basel III amended the prompt corrective action rules to incorporate a CET1 capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least a 4.5% CET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital ratio and an 8% total risk-based capital ratio.

The Federal Reserve Board’s risk-based capital guidelines include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. Under Basel III, the criteria for a well-capitalized institution are now: a 6.5% CET1 risk-based capital ratio, a 5% Tier 1 leverage ratio, an 8% Tier 1 risk-based capital ratio, and a 10% total risk-based capital ratio. As of December 31, 2024, the Bank met the capital standards for a well-capitalized institution. The Company’s CET1 risk-based capital ratio, Tier 1 leverage ratio, Tier 1 risk-based capital ratio, and total risk-based capital ratio were 15.11%,13.05%,15.11%, and 18.74%, respectively, as of December 31, 2024.

The Company’s actual capital amounts and ratios along with the Company’s bank subsidiary are presented in the following table.

ActualMinimum Capital Requirement –Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
Common equity Tier 1 capital ratios:
Home BancShares$2,787,11615.11%$1,291,3487.00%N/AN/A
Centennial Bank2,604,83014.171,286,7907.001,194,8766.50
Leverage ratios:
Home BancShares$2,787,11613.05%$854,6024.00%N/AN/A
Centennial Bank2,604,83012.23851,9484.001,064,9355.00
Tier 1 capital ratios:
Home BancShares$2,787,11615.11%$1,568,0658.50%N/AN/A
Centennial Bank2,604,83014.171,562,5308.501,470,6178.00
Total risk-based capital ratios:
Home BancShares$3,458,01418.74%$1,937,02210.50%N/AN/A
Centennial Bank2,835,63615.431,929,62910.501,837,74210.00
Common equity Tier 1 capital ratios:
Home BancShares$2,609,82314.15%$1,290,8677.00%N/AN/A
Centennial Bank2,495,30313.601,284,3477.001,192,6086.50
Leverage ratios:
Home BancShares$2,609,82312.44%$839,2714.00%N/AN/A
Centennial Bank2,495,30311.92837,3504.001,046,6885.00
Tier 1 capital ratios:
Home BancShares$2,609,82314.15%$1,567,4828.50%N/AN/A
Centennial Bank2,495,30313.601,559,5648.501,467,8258.00
Total risk-based capital ratios:
Home BancShares$3,281,13617.79%$1,936,30110.50%N/AN/A
Centennial Bank2,725,90914.851,927,41010.501,835,62910.00
  1. Additional Cash Flow Information

The following is summary of the Company’s additional cash flow information during the years ended December 31:

202420232022
(In thousands)
Interest paid$449,941$339,606$115,046
Income taxes paid110,743135,08986,583
Assets acquired by foreclosure14,93630,532619
  1. Condensed Financial Information (Parent Company Only)

Condensed Balance Sheets

December 31,
(In thousands)20242023
Assets
Cash and cash equivalents$550,340$484,542
Investment securities58,19957,032
Investments in wholly-owned subsidiaries3,782,7803,679,597
Premises and equipment221—
Other assets16,95918,049
Total assets$4,408,499$4,239,220
Liabilities
Subordinated debentures$439,246$439,834
Other liabilities8,2288,311
Total liabilities447,474448,145
Stockholders' Equity
Common stock1,9892,015
Capital surplus2,272,7942,348,023
Retained earnings1,942,3501,690,112
Accumulated other comprehensive loss(256,108)(249,075)
Total stockholders' equity3,961,0253,791,075
Total liabilities and stockholders' equity$4,408,499$4,239,220

Condensed Statements of Income

Years Ended December 31,
(In thousands)202420232022
Income
Dividends from equity securities$3,589$3,634$2,088
Dividends from banking subsidiary311,127329,997216,086
Other income (loss)3,842(724)(1,297)
Total income318,558332,907216,877
Expenses32,57032,36138,933
Income before income taxes and equity in undistributed net income of subsidiaries285,988300,546177,944
Tax benefit for income taxes6,0367,51410,752
Income before equity in undistributed net income of subsidiaries292,024308,060188,696
Equity in undistributed net income of subsidiaries110,21784,869116,566
Net income$402,241$392,929$305,262

Condensed Statements of Cash Flows

Years Ended December 31,
(In thousands)202420232022
Cash flows from operating activities
Net income$402,241$392,929$305,262
Items not requiring (providing) cash
(Accretion)/ amortization(588)(586)1,912
Share-based compensation9,2229,2749,133
(Increase) decrease in value of equity securities(2,971)1,0941,272
Equity in undistributed income of subsidiaries(110,217)(84,869)(116,566)
Changes in other assets(542)(364)(4,149)
Changes in other liabilities(82)(155)2,290
Net cash provided by operating activities297,063317,323199,154
Cash flows from investing activities
Purchases of premises and equipment, net(221)——
Net cash proceeds from Happy Bancshares, Inc.——201,428
Purchases of equity securities——(49,975)
Proceeds from sale of equity securities3,4361,52213,778
Redemptions of other investments——2,899
Net cash provided by investing activities3,2151,522168,130
Cash flows from financing activities
Retirement of subordinated debentures——(300,000)
Proceeds from the issuance of subordinated debentures——296,324
Redemption of trust preferred securities——(96,499)
Proceeds from exercise of stock options2,016802156
Repurchase of common stock(86,493)(48,771)(70,856)
Dividends paid(150,003)(145,904)(128,424)
Net cash used in financing activities(234,480)(193,873)(299,299)
Increase in cash and cash equivalents65,798124,97267,985
Cash and cash equivalents, beginning of year484,542359,570291,585
Cash and cash equivalents, end of year$550,340$484,542$359,570
  1. Segment Information

The Company hasone reportable segment: The Banking Segment. The Company's reportable segment is determined by the Chairman & Chief Executive Officer, who is the designated chief operating decision maker ("CODM"), based upon information provided about the Company's products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business such as geographical regions and branches, which are then aggregated since these have similar operating and economic characteristics. Each of the branches and regions of the Bank provide a group of similar banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts.

The CODM will evaluate the financial performance of the Company's business components such as evaluating revenue streams, significant expenses and budget to actual results in order to assess the Company's segment and to determine the allocation of resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income in order to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments and deposits provide the revenues in the banking operation. Interest expense, provision for credit losses and payroll provide the significant expenses in the banking operation. All operations are domestic.

Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. The table below presents the information reported internally for performance assessment by the CODM for years ended December 31, 2024, 2023 and 2022:

Banking Segment202420232022
(In thousands)
Interest Income$1,299,777$1,175,053$877,766
Reconciliation of revenue:
Other Revenues*168,574169,934175,111
Total consolidated revenues$1,468,351$1,344,987$1,052,877
Less:
Interest Expense451,003348,108119,090
Segment net interest income and noninterest income$1,017,348$996,879$933,787
Less:
Provision for credit losses48,07012,13363,585
Salaries and employee benefits241,022256,966238,885
Occupancy and equipment**58,03160,30353,417
Data Processing expense36,49436,32934,942
Merger and acquisition expense——49,594
Other expense36,96332,96727,905
FDIC and state assessment15,38825,5308,428
Electronic banking expense13,44414,31313,632
Other segment items***45,59446,45548,824
Income tax expense120,101118,95489,313
Segment net income/consolidated net income402,241392,929305,262
Reconciliation of profit or loss:
Adjustments and reconciling items———
Consolidated net income$402,241$392,929$305,262

*Includes earnings in equity method investments of $5.1 million, $12.7 million and $9.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

** Includes depreciation and amortization expense of $29.2 million, $30.9 million and $31.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.

***Other segment items include expenses for advertising, amortization of intangibles, directors' fees, due from bank service charges, hurricane damage, insurance expense, legal and accounting fees, other professional fees, operating supplies, postage and telephone.

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