Investar Holding Corp

Management’s Report on Internal Control over Financial Reporting

To the Stockholders and Board of Directors

Investar Holding Corporation

Investar Holding Corporation (the “Company”) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include some amounts that are based on management’s best estimates and judgments.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The 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 accounting principles generally accepted in the United States of America 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.

The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden, and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management, with the participation of the Company’s principal executive officer and principal financial officer, conducted an assessment of the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2023, based on criteria for effective internal control over financial reporting described in the “Internal Control - Integrated Framework,” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2023, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control – Integrated Framework.”

HORNE LLP, the Company’s independent registered public accounting firm that has audited the Company’s financial statements included in this annual report, has issued an attestation report on the Company’s internal control over financial reporting which is included herein.

To the Stockholders and the Board of Directors of Investar Holding Corporation

Opinion on the Internal Control Over Financial Reporting

We have audited Investar Holding Corporation’s (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in theInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in theInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), the consolidated financial statements of the Company as of December 31, 2023 and our report dated March 7, 2024 expressed an unqualified opinion.

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 in the accompanying Report on Management's Assessment of 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 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.

Definition 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 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/ HORNE LLP

March 7, 2024

To the Stockholders and the Board of Directors of Investar Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Investar Holding Corporation (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in theInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 7, 2024, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Emphasis-of-Matter

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2023, due to the adoption of Accounting Standards Codification ASC 326: Financial Instruments – Credit Losses (“ASC 326”). The Company adopted the new credit loss standard using the modified retrospective approach such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles. Our opinion is not modified with respect to this matter.

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 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 included 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 Matter

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: (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved 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

Description of the Matter

As described in Notes 1 and 3 to the financial statements, the Company’s allowance for credit losses (“ACL”) is a valuation that reflects the Company’s best estimate of expected credit losses inherent within the Company’s loans held for investment portfolio and is maintained at a level believed adequate by management to absorb credit losses inherent in the entire loan portfolio in accordance with Accounting Standards Codification ASC 326: Financial Instruments – Credit Losses. The ACL is measured over the contractual life of loans held for investments and is estimated using relevant available information relating to past events, current conditions and reasonable and supportable forecasts, as well as qualitative adjustments. The ACL was $30,540,000 at December 31, 2023, which consists of two components; the loss allocations on pools of loans that share similar risk characteristics and loss allocations on individual loans that do not share similar risk characteristics with other loans and the measurement of expected credit loss for such individual loans.

The Company’s measurement of expected credit losses of loans on a pool basis when the loans share similar risk characteristics is based off historical data that is adjusted, as necessary, for qualitative factors where there are differences in the historical loss data of the Company and current or projected future conditions. Consideration of the relevant qualitative factors are used to bring the ACL to the level management believes is appropriate based on factors that are otherwise unaccounted for in the quantitative process. The ACL also includes reserves for loans evaluated on an individual basis, such as certain loans on nonaccrual. Management applies judgment in the determination of the qualitative factors and reserves assigned on an individual basis to estimate the ACL.

The ACL was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the significant subjective and complex judgments made by management including the judgment required in evaluating management's determination of the qualitative factors and the reserve assumptions for loans evaluated on an individual basis.

How we Addressed the Matter in Our Audit

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

We have served as the Company’s auditor since 2020.

/s/HORNE LLP

March 7, 2024

(Amounts in thousands)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’** EQUITY**

(Amounts in thousands)

INVESTAR HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Amounts in thousands)

NOTE1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Investar Holding Corporation is a financial holding company headquartered in Baton Rouge, Louisiana, that provides, through its wholly-owned subsidiary, Investar Bank, National Association (the “Bank”), full banking services, excluding trust services, tailored primarily to meet the needs of individuals, professionals, and small to medium-sized businesses throughout its markets in south Louisiana, southeast Texas and Alabama.

Basis of Presentation

The consolidated financial statements of Investar Holding Corporation and its wholly-owned subsidiary, the Bank (together, the “Company”), have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and to generally accepted practices within the banking industry.

Segments

All of the Company’s banking operations are considered by management to be aggregated inone reportable operating segment. Because the overall banking operations comprise substantially all of the consolidated operations,no separate segment disclosures are presented in the accompanying consolidated financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses. While management uses available information to recognize credit losses on loans, future additions to the allowance* maybe necessary based on changes in economic conditions, changes in conditions of our borrowers’ industries or changes in the condition of individual borrowers. As described below under “Accounting Standards Adopted in2023,”* the Company adopted Accounting Standards Update (“ASU”)2016-13 effective* January 1, 2023,which changed how the Company accounts for the allowance for credit losses. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses. Such agencies mayrequire the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the allowance for credit losses may*change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Other estimates that are susceptible to significant change in the near term relate to the allowance for off-balance sheet credit losses, the fair value of stock-based compensation awards, the determination of other-than-temporary impairments of securities, and the fair value of financial instruments and goodwill.

The COVID-19 pandemic and, in2022 and2023, rising inflation and interest rates have made certain estimates more challenging, including those discussed above.

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Investment Securities

The Company’s investments in securities are accounted for in accordance with applicable guidance contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which requires the classification of securities intoone of the following categories:

Unrealized holding gains and losses, net of tax, on available for sale securities are reported as a net amount in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Realized gains and losses on the sale of debt and equity securities are determined using the specific-identification method and average price method, respectively.

The Company follows FASB guidance related to the recognition and presentation of other-than-temporary impairment. The guidance specifies that if an entity doesnot have the intent to sell a debt security prior to recovery, the security wouldnot be considered other-than-temporarily impaired unless there is a credit loss. When an entity doesnot intend to sell the security, and it is more likely thannot that the entity willnot have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.

See“Allowance for Credit Losses” below for the accounting treatment of the allowance of credit losses for AFS and HTM securities.

Loans

The Company’s loan portfolio categories include real estate, commercial and consumer loans. Real estate loans are further categorized into construction and development,1-4 family residential, multifamily, farmland and commercial real estate loans. The consumer loan category includes loans originated through indirect lending. Indirect lending, which is lending initiated throughthird-party business partners, is largely comprised of loans made through automotive dealerships.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at the unpaid principal balance outstanding, net of purchase premiums or discounts, deferred income (net of costs), any direct principal charge-offs, and an allowance for credit losses. Interest on loans is calculated by using the effective interest rate on daily balances of the principal amount outstanding. Loan origination fees, net of direct loan origination costs, and commitment fees, are deferred and amortized as an adjustment to yield over the life of the loan, or over the commitment period, as applicable.

Loans are considered past due if the required principal and interest payments havenot been received as of the date such payments were due. Loans are ordinarily placed on nonaccrual when a loan is specifically determined to be impaired or when principal or interest is delinquent for90 days or more; however, management* mayelect to continue the accrual when the estimated net realizable value of collateral is sufficient to cover the principal balance and the accrued interest. Any unpaid interest previously accrued on nonaccrual loans is reversed from income. Interest income, generally, isnot* recognized on specific impaired loans unless the likelihood of further loss is remote. Interest payments received on such loans are applied as a reduction of the loan principal balance. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. A loan* may*be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period of repayment performance by the borrower.

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The Company follows the FASB accounting guidance on sales of financial assets, which includes participating interests in loans. For loan participations that are structured in accordance with this guidance, the sold portions are recorded as a reduction of the loan portfolio. Loan participations that donot meet the criteria are accounted for as secured borrowings.

See“Acquisition Accounting” below for accounting treatment of loans acquired through business acquisitions.

Employee Retention Credit

The CARES Act provided for an Employee Retention Credit (“ERC”), which is a broad based refundable payroll tax credit that incentivized businesses to retain employees on the payroll during the COVID-19 pandemic. The ERC is a credit against certain employment taxes of up to $5,000 per employee for eligible employers based on certain wages paid after* March 12, 2020through December 31, 2020.In2021,* the tax credit increased to up to $7,000 for each quarter, equal to 70% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee per quarter. The ERC terminated effective* September 30, 2021.The Company qualified for the ERC based on the significant adverse financial impacts of the COVID-19 pandemic. In thefourth* quarter of2022, Company recorded a $2.3 million reduction to payroll taxes related to thesecond quarter of2021, and in thefourth quarter of2021, the Company recorded a $1.9 million reduction to payroll taxes related to thefirst quarter of2021, which are included as part of “Salaries and employee benefits” in noninterest expense on the accompanying consolidated statements of income for the years ended* December 31, 2022and2021.*

Allowance for Credit Losses

For reporting periods beginning on and after January*1,* 2023, reflecting the adoption of ASU2016-13:

The Company’s allowance for credit losses is determined using a current expected credit loss (“CECL”) model. The allowance for credit losses represents the measurement of all expected credit losses for financial assets accounted for on an amortized cost basis. Expected losses at the reporting date are calculated based on historical experience, current conditions, and reasonable and supportable forecasts. The lifetime expected credit losses are recorded at the time the financial asset is originated or acquired and adjusted each period as a provision for credit losses for changes in expected lifetime credit losses. The Company developed a CECL model methodology that calculates expected credit losses over the life of the portfolio by analyzing the composition, characteristics and quality of the loan and securities portfolios, as well as prevailing economic conditions and forecasts. The Company’s CECL calculation estimates loan losses using a combination of discounted cash flow and remaining life analyses. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, when necessary, the model reverts back to the historical loss rates adjusted for qualitative factors related to current conditions using afour-quarter reversion period.

The allowance for credit losses is measured on a pool basis when similar risk characteristics exist and is maintained at an amount which management believes is a current estimate of the expected credit losses for the full life of the relevant pool of loans and related unfunded lending commitments. For modeling purposes, loan pools include: agriculture and farmland, automotive, commercial and industrial, construction and development, commercial real estate - nonowner-occupied and multifamily, commercial real estate - owner-occupied, credit cards, home equity lines of credit and junior liens, consumer, residential senior liens, and other loans, which primarily consist of public finance. Management periodically reassesses each pool to confirm that the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary. For each pool of loans, the Company evaluates and applies qualitative adjustments to the calculated allowance for credit losses based on several factors, including, butnot limited to, changes in current and expected future economic conditions, changes in the nature and volume of the portfolio, changes in levels of concentrations, changes in the volume and severity of past due loans, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry. The loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded lending commitments to calculate an allowance for credit losses.

Loans that donot share similar risk characteristics with other loans are excluded from the loan pools and individually evaluated for impairment. Individually evaluated loans are loans for which it is probable that all the amounts due under the contractual terms of the loan willnot be collected. The allowance for credit losses on loans that are individually evaluated is based on a comparison of the recorded investment in the loan with either the expected cash flows discounted using the loan’s original effective interest rate, observable market price for the loan or the fair value of the collateral underlying certain collateral dependent loans. The allowance for credit losses is established after input from management as well as our risk management department and our special assets committee. For collateral dependent loans where the borrower is experiencing financial difficulty, which the Company evaluates independently from the loan pool, the expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, which is based onthird-party appraisals. Credits deemed uncollectible are charged to the allowance for credit losses. Provisions for credit losses and recoveries on loans previously charged off are adjustments to the allowance for credit losses.

Expected credit losses on AFS securities are recorded in an allowance for credit losses when management doesnot intend to sell or believes that it isnot more likely thannot that they will be required to sell the securities prior to recovery of the securities’ amortized cost basis. If management has the intent to sell or believes it is more likely thannot the Company will be required to sell an impaired available for sale security before recovery of the amortized cost basis, the credit loss is recorded as a direct write-down of the amortized cost basis. In evaluating AFS securities in an unrealized loss position for credit losses, the Company considers the nature of the investments, the current market price, and the current interest rate environment, among other factors. Declines in the fair value of AFS securities that arenot considered credit related are recognized in accumulated other comprehensive income.

Expected credit losses on HTM securities are recorded in an allowance for credit losses and estimated using a probability of loss model based on reasonable and supportable forecasts. HTM securities are evaluated on a collective basis by security type. In evaluating HTM securities in an unrealized loss position for credit losses, the Company considers the nature of the investments, the current market price, and the current interest rate environment, among other factors.

See “Accounting Standards Adopted in2023” below for additional information.

For reporting periods prior to January*1,* 2023, prior to the adoption of ASU2016-13:

Prior to the adoption of CECL, the Company established an allowance for loan losses in an amount that management believed would be adequate to absorb probable losses inherent in the loan portfolio as of the balance sheet date based on evaluations of the collectability of loans and prior loan loss experience. The evaluations took into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that* may*affect the borrower’s ability to pay. This evaluation was inherently subjective as it required estimates that were susceptible to significant revision as more information became available. Allowances for impaired loans were generally determined based on collateral values or the present value of estimated cash flows. Credits deemed uncollectible were charged to the allowance. Provisions for loan losses and recoveries on loans previously charged off were adjusted to the allowance. Past due status was determined based on contractual terms.

The allowance consisted of allocated and general components. The allocated component related to loans that were classified as impaired. For loans that were classified as impaired, an allowance was established when the discounted cash flows (or collateral value or observable market price) of the impaired loan was lower than the carrying value of that loan. The general component covered non-classified loans and was based on historical loss experience adjusted for qualitative factors. Based on management’s review and observations made through qualitative review, management* mayapply qualitative adjustments to determine loss estimates at a group and/or portfolio segment level as deemed appropriate. Management had an established methodology to determine the adequacy of the allowance for loan losses that assessed the risks and losses inherent in the portfolio and portfolio segments. The Company utilized an internally developed model that required judgment to determine the estimation method that fit the credit risk characteristics of the loans in its portfolio and portfolio segments. Qualitative and environmental factors that may**not* be directly reflected in quantitative estimates include: asset quality trends, changes in loan concentrations, new products and process changes, changes and pressures from competition, changes in lending policies and underwriting practices, trends in the nature and volume of the loan portfolio, changes in experience and depth of lending staff and management and national and regional economic trends. The Company also consideredthird party or comparable company loss data. Changes in these factors were considered in determining changes in the allowance for loan losses. The impact of these factors on the Company’s qualitative assessment of the allowance for loan losses could change from period to period based on management’s assessment of the extent to which these factors were already reflected in historic loss rates. The uncertainty inherent in the estimation process was also considered in evaluating the allowance for loan losses.

Equity Securities

Equity securities primarily consist of Federal Home Loan Bank (“FHLB”) stock and Federal Reserve Bank of Atlanta (“FRB”) stock. Members of the FHLB and FRB are required to own a certain amount of stock based on the level of borrowings and other factors and* mayinvest in additional amounts. FHLB stock and FRB stock is carried at cost, is restricted as to redemption, and is periodically evaluated for impairment based on the ultimate recovery of par value. Both cash and stock dividends are reported as income. Equity securities also include investments in our other correspondent banks including Independent Bankers Financial Corporation and First National Bankers Bank stock. These investments are carried at cost which approximates fair value. The balance of equity securities in our correspondent banks at December 31, 2023and2022* was $13.4 million and $26.0 million, respectively.

In addition, equity securities include marketable securities in corporate stocks and mutual funds which totaled $1.2 million at both* December 31, 2023and2022*.

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Bank Premises and Equipment

Bank premises and equipment are stated at cost, less accumulated depreciation, with the exception of land, which is stated at cost. Depreciation expense is computed using the straight-line method and is charged to expense over the estimated useful lives of 39 years for buildings, five to 39 years for improvements, three toseven years for furniture and equipment, andone tofive years for computer equipment and software. Costs of major additions and improvements are capitalized. Expenditures for maintenance and repairs are expensed as incurred. Gains or losses on the disposition of land, buildings, and equipment are included in noninterest income on the consolidated statements of income.

The Company leases certain branch locations under operating lease agreements. The Company also leases certain office facilities to outside parties under operating lessor agreements; however, such leases arenot significant. The Company determines if an arrangement is a lease at inception. Operating leases, with the exception of short-term leases, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in “Bank premises and equipment, net” and “Accrued taxes and other liabilities”, respectively, in the accompanying consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases donot provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease pre-payments made and excludes lease incentives. The Company’s lease terms* may*include options to extend or terminate the lease. When it is reasonably certain that the Company will exercise an option to extend a lease, the extension is included in the lease term when calculating the present value of lease payments.

Other Real Estate Owned

Real estate acquired through foreclosure, or other real estate owned on the consolidated balance sheets, is initially recorded at fair value at the time of foreclosure, less estimated selling cost, and any related write down is charged to the allowance for credit losses. Valuations are periodically performed by management and provisions for estimated losses on other real estate owned are charged to expense when fair value is determined to be less than the carrying value.

Costs relative to the development and improvement of properties are capitalized to the extent realizable, whereas ordinary upkeep disbursements are charged to expense. The ability of the Company to recover the carrying value of real estate is based upon future sales of the other real estate owned. The ability to affect such sales is subject to market conditions and other factors, many of which are beyond the Company’s control. Operating income and expense of such properties is included in other operating income or expense, respectively, on the accompanying consolidated statements of income. Gain or loss on the disposition of such properties is included in noninterest income on the consolidated statements of income.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill and other intangible assets deemed to have an indefinite useful life arenot amortized but instead are subject to review for impairment annually, or more frequently if deemed necessary, in accordance with the provisions of FASB ASC Topic350, “Intangibles–* Goodwill and Other.*”

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and reviewed for impairment in accordance with FASB ASC Topic360, “Property, Plant, and Equipment.” If impaired, the asset is written down to its estimated fair value. No impairment charges have been recognized through* December 31, 2023*. Core deposit intangibles representing the value of the acquired core deposit base are generally recorded in connection with business combinations involving banks and branch locations. The Company’s policy is to amortize core deposit intangibles over the estimated useful life of the deposit base. The remaining useful lives of core deposit intangibles are evaluated periodically to determine whether events and circumstances warrant revision of the remaining period of amortization. The Company’s core deposit intangibles are currently amortized using the sum-of-the-years-digits basis over 10 to 15 years. See Note7. Goodwill and Other Intangible Assets, for additional information.

Bank Owned Life Insurance

The Company invests in bank owned life insurance (“BOLI”) policies that provide earnings to help cover the cost of employee benefit plans. The Company is the owner and beneficiary of the life insurance policies it purchased directly on a chosen group of employees. The policies are carried on the Company’s consolidated balance sheet at their cash surrender value and are subject to regulatory capital requirements. The determination of the cash surrender value includes a full evaluation of the contractual terms of each policy and assumes the surrender of policies on an individual-life by individual-life basis. Additionally, the Company periodically reviews the creditworthiness of the insurance companies that have underwritten the policies. Earnings accruing to the Company are derived from the general account investments of the insurance companies. Increases in the net cash surrender value of BOLI policies and insurance proceeds received arenot taxable and are recorded in noninterest income in the consolidated statements of income.

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Repurchase Agreements

Securities sold under agreements to repurchase are secured borrowings treated as financing activities and are carried at the amounts at which the securities will be subsequently reacquired as specified in the respective agreements.

Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of ASC Topic718, “Compensation - Stock Compensation.” Under this accounting guidance, fair value is established as the measurement objective in accounting for share-based payment awards and requires the application of a fair value based measurement method in accounting for compensation costs, which is recognized over the requisite service period. The impact of forfeitures of share-based payment awards on compensation expense is recognized as forfeitures occur. See Note14. Stock-Based Compensation, for further disclosures regarding stock-based compensation.

Off-Balance Sheet Credit-Related Financial Instruments

The Company accounts for its guarantees in accordance with the provisions of ASC Topic460, “Guarantees.” In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card agreements, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

Derivative Financial Instruments

ASC Topic815, “Derivatives and Hedging,” requires that all derivatives be recognized as assets or liabilities in the balance sheet at fair value. Derivatives executed with the same counterparty are generally subject to master netting arrangements, however, fair value amounts recognized for derivative financial instruments and fair value amounts recognized for the right/obligation to reclaim/return cash collateral arenot offset for financial reporting purposes.

In the course of its business operations, the Company is exposed to certain risks, including interest rate, liquidity and credit risk. The Company manages its risks through the use of derivative financial instruments, primarily through management of exposure due to the receipt or payment of future cash amounts based on interest rates. The Company’s derivative financial instruments manage the differences in the timing, amount and duration of expected cash receipts and payments.

Derivatives which are designated and qualify as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately.

In applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining the ineffective aspect of the hedge upon the inception of the hedge. These methods are consistent with the Company’s approach to managing risk. Note12. Derivative Financial Instruments, describes the derivative instruments currently used by the Company and discloses how these derivatives impact the Company’s financial position and results of operations.

Income Taxes

The provision for income taxes is based on amounts reported in the consolidated statements of income after exclusion of nontaxable income such as interest on state and municipal securities. Also, certain items of income and expenses are recognized in different time periods for financial statement purposes than for income tax purposes. Thus, provisions for deferred taxes are recorded in recognition of such temporary differences.

Deferred taxes are determined utilizing a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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The Company has adopted accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

Revenue Recognition

The Company recognizes revenue in the consolidated statements of income as it is earned and when collectability is reasonably assured. The primary source of revenue is interest income from interest-earning assets, which is recognized on the accrual basis of accounting using the effective interest method. The recognition of revenues from interest-earning assets is based upon formulas from underlying loan agreements, securities contracts, or other similar contracts. Noninterest income is recognized on the accrual basis of accounting as services are provided or as transactions occur. Noninterest income includes fees from deposit accounts, merchant services, automated teller machine (“ATM”) and debit card fees, servicing fees, interchange fees, and other miscellaneous services and transactions.

Earnings Per Share

Basic earnings per share is calculated using thetwo-class method. Thetwo-class method is an earnings allocation formula that determines earnings per share separately for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities (i.e. unvested time-vested restricted stock),not subject to performance based measures.

Basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated in a manner similar to that of basic earnings per share except that the weighted average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares (such as those resulting from the exercise of stock options and warrants) were issued during the period, computed using the treasury stock method.

Statements of Cash Flows

For purposes of the statements of cash flows, cash and cash equivalents include cash and amounts due from banks and federal funds sold due to the short-term nature of these items.

Comprehensive Income

Comprehensive income includes net income and other comprehensive income or loss, which in the case of the Company includes unrealized gains and losses on securities, changes in the fair value of interest rate swaps, and the reclassification of realized gains on AFS securities and interest rate swap terminations to net income, net of related income taxes.

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Acquisition Accounting

The Company follows the FASB ASC Topic805**, “Business Combinations” (“ASC805”) to determine the appropriate accounting treatment for an acquisition. ASC805 prescribes an initial fair value screen to determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or group of similar assets. If the initial screen test is met, the assets acquired represent an asset acquisition rather than a business combination.

Loans acquired in an asset acquisitions are recorded using the cost accumulation and allocation model whereby the cost of the acquisition is allocated on a relative fair value basis to the assets acquired.

Business combinations are accounted for under the acquisition method of accounting. Purchased assets and assumed liabilities are recorded at their respective acquisition date fair values, and identifiable intangible assets are recorded at fair value. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. If the fair value of the net assets received exceeds the consideration given, a bargain purchase gain is recognized. Fair values are subject to refinement for up toone year after the closing date of an acquisition as information relative to closing date fair values becomes available.

Loans acquired in a business combination are recorded at their estimated fair value as of the acquisition date. The fair value of loans acquired is determined using a discounted cash flow model based on assumptions regarding the amount and timing of principal and interest prepayments, estimated payments, estimated default rates, estimated loss severity in the event of defaults, and current market rates. The fair value adjustment for performing acquired loans is accreted over the life of the loan using the effective interest method. Estimated credit losses are included in the determination of fair value; therefore, an allowance for credit losses isnot recorded on the acquisition date. Subsequent to acquisition, acquired performing loans are evaluated using a similar allowance methodology as the legacy portfolio. An allowance for credit losses is only recorded to the extent that the required reserves exceed the unaccreted fair value adjustment.

The Company accounts for purchased credit deteriorated (“PCD”) assets under ASC Topic326. The CECL estimate for PCD assets is recognized through the allowance for credit losses with an offset to the amortized cost basis of the PCD asset at the date of acquisition. Subsequent changes in the allowance for credit losses for PCD assets are recognized through a provision for credit losses on loans.

Share Repurchases

The Louisiana Business Corporation Act doesnot include the concept of treasury stock. Rather, shares purchased by the Company constitute authorized but unissued shares. Accounting principles generally accepted in the United States of America state that accounting for treasury stock shall conform to state law. The Company’s consolidated financial statements as of* December 31, 2023,*2022 and2021 reflect this principle. The cost of shares purchased by the Company has been allocated to common stock and surplus balances.

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Reclassifications

Certain reclassifications have been made to the2022 and2021 financial statements to conform to the2023 presentation.

Accounting Standards Adopted in2023

FASB ASC Topic 326 “Financial Instruments –Credit Losses: Measurement of Credit Losses on Financial Instruments”Update No. 2016-13 (“ASU2016-13”). ASU2016-13 became effective for the Company as a smaller reporting company on* January 1, 2023.ASU2016*-13, also referred to as the Current Expected Credit Loss (“CECL”) standard, requires financial assets measured on an amortized cost basis, including loans and HTM debt securities, to be presented at an amount net of an allowance for credit losses, which reflects expected losses for the full life of the financial asset. Unfunded lending commitments are also within the scope of this topic. See “Allowance for Credit Losses” above for additional information on the calculation of the allowance for credit losses under ASU2016-13.

The Company adopted ASU2016-13 using the modified retrospective approach for all loans and off-balance sheet credit exposures measured at amortized cost, other than PCD financial assets. Results for reporting periods beginning after* December 31, 2022are presented in accordance with ASU2016*-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

CECL requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. Under prior GAAP, credit losses werenot recognized until the occurrence of the loss was probable, and entities, in general, didnot attempt to estimate credit losses for the full life of financial assets. ASU2016-13 doesnot specify the method for measuring expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the lifetime credit loss estimate.

ASU2016-13 also amended the accounting model for purchased financial assets and replaced the guidance for purchased credit impaired (“PCI”) financial assets with the concept of PCDs. The Company used the prospective transition approach for PCD loans that were previously classified as PCI and accounted for under ASC310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC310-30”). As permitted under ASU2016-13, the Company didnot reassess whether PCI assets meet the criteria of PCD assets as of the date of adoption.

The Company adopted ASU2016-13 on* January 1, 2023,and recorded aone*-time, cumulative effect adjustment as shown in the table below (dollars in thousands).

In addition, ASU2016-13 amends the accounting for credit losses on available for sale (“AFS”) securities, requiring expected credit losses on AFS securities to be recorded in an allowance for credit losses rather than as a write-down of the securities’ amortized cost basis when management doesnot intend to sell or believes that it isnot more likely thannot that they will be required to sell the securities prior to recovery of the securities’ amortized cost basis. The Company’s AFS and HTM securities portfolios werenot materially impacted by the adoption of ASU2016-13 due to the composition of the portfolios, which consists primarily of U.S. Treasury and U.S. government agencies and corporations securities and mortgage-backed securities. Due to the nature of the investments, current market prices, and the current interest rate environment, the Company determined that the declines in the fair values of the HTM and AFS securities portfolio werenot attributable to credit losses. The Company will apply the provisions of ASU2016-13 to debt securities that have an other-than-temporary impairment on a prospective basis. Accordingly, there wasno adjustment made to the amortized cost basis upon adoption. The adoption of ASU2016-13 didnot have a significant impact on the Company’s regulatory capital ratios.

FASB ASC Topic 326 “Financial Instruments –Credit Losses, Troubled Debt Restructurings and Vintage Disclosures”Update No. 2022-02 (“ASU2022-02”). ASU2022-02 became effective for the Company on* January 1, 2023and is applied prospectively. ASU2022*-02 amends Topic326 to eliminate the accounting guidance for troubled debt restructurings (“TDRs”) by creditors that have adopted ASU2016-13 and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendment also requires that public business entities disclose current-period gross charge-offs by year of origination for financing receivables and net investments in leases. The adoption of ASU2022-02 didnot have a material impact on the Company’s consolidated financial statements.

FASB ASC Topic 848 “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting”Update No. 2020-04 (“ASU2020*-04*”) and FASB ASC Topic 848 “Reference Rate Reform: Deferral of the Sunset Date”Update No. 2022-06 (“ASU2022-06”). In* March 2020,the FASB issued ASU2020*-04, which is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU2020-04 became effective as of* March 12, 2020and could be adopted any time during the period of January 1, 2020through December 31, 2022.In December 2022,the FASB issued ASU2022*-06, which deferred the sunset date of ASU2020-04 from* December 31, 2022to December 31, 2024.The Company implemented a plan to transition all loans and other financial instruments, including certain indebtedness, with attributes that are either directly or indirectly influenced by LIBOR to its preferred replacement index, the Secured Overnight Financing Rate (“SOFR”). The Company has transitioned all loans and certain indebtedness. The adoption of ASU2022*-06 didnot have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

This section briefly describes accounting standards that have been issued, but arenot yet adopted, that could impact the Company’s financial statements.

FASB “Disclosure Improvements” UpdateNo.* 2023-06 (“ASU2023-06*”). In* October 2023,the FASB issued ASU2023*-06, which amends the disclosure or presentation requirements related to various topics. The amendment is intended to align U.S. GAAP with the SEC’s regulations. ASU2023-06 is required to be applied prospectively, and early adoption is prohibited. For reporting entities subject to the SEC’s existing disclosure requirements, the effective dates of ASU2023-06 will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. If by* June 30, 2027,the SEC hasnot* removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed and willnot become effective for any entities. ASU2023-06 isnot expected to have a material impact on the Company’s consolidated financial statements.

FASB ASC Topic 740 “Income Taxes - Improvements to Income Tax Disclosures” UpdateNo.* 2023-09 (“ASU2023-09*”). In* December 2023,the FASB issued ASU2023*-09, which enhances the transparency and decision usefulness of income tax disclosures. ASU2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and requires companies to provide more information about the reconciling items in some categories if a quantitative threshold is met. The adoption of ASU2023-09 is effective for fiscal years beginning after* December 15, 2024and isnot* expected to have a material impact on the Company’s consolidated financial statements.

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NOTE2. INVESTMENT SECURITIES

The amortized cost and approximate fair value of investment securities classified as AFS are summarized below as of the dates presented (dollars in thousands).

The Company calculates realized gains and losses on sales of debt securities under the specific identification method. Proceeds from sales of investment securities classified as AFS and gross gains and losses are summarized below for the periods presented (dollars in thousands).

The amortized cost and approximate fair value of investment securities classified as HTM are summarized below as of the dates presented (dollars in thousands).

Securities are classified in the consolidated balance sheets according to management’s intent. The Company hadno securities classified as trading as of* December 31, 2023* or* December 31, 2022*.

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The approximate fair value of AFS securities and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).

At* December 31, 2023*,698 of the Company’s AFS debt securities had unrealized losses totaling 14.7% of the individual securities’ amortized cost basis and 13.8% of the Company’s total amortized cost basis of the AFS investment securities portfolio. At such date,682 of the 698 securities had been in a continuous loss position for over12 months.

The approximate fair value of HTM securities, and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, are summarized below as of the dates presented (dollars in thousands).

Unrealized losses are generally due to changes in market interest rates. The Company has the intent to hold these securities either until maturity or a forecasted recovery, and it is more likely thannot that the Company willnot have to sell the securities before the recovery of their amortized cost basis. Due to the nature of the investments, current market prices, and the current interest rate environment, the Company determined that these declines werenot attributable to credit losses at* December 31, 2023and2022*.

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The amortized cost and approximate fair value of investment debt securities, by contractual maturity, are shown below as of the dates presented (dollars in thousands). Actual maturities* maydiffer from contractual maturities due to mortgage-backed securities whereby borrowers may*have the right to call or prepay obligations with or without call or prepayment penalties and certain callable bonds whereby the issuer has the option to call the bonds prior to contractual maturity.

Accrued interest receivable on the Company’s investment securities was $1.7 million at both* December 31, 2023* and* December 31, 2022*, and is included in “Accrued interest receivable” on the accompanying consolidated balance sheets.

At* December 31, 2023*, securities with a carrying value of $296.2 million were pledged to secure certain deposits, borrowings, and other liabilities, compared to $165.7 million in pledged securities at* December 31, 2022*.

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NOTE3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The Company’s loan portfolio consists of the following categories of loans as of the dates presented (dollars in thousands).

Unamortized premiums and discounts on loans, included in the total loans balances above, were $0.2 million and $0.8 million at* December 31, 2023* and* December 31, 2022*, respectively. Unearned income, or deferred fees, on loans was $1.1 million and $1.3 million at* December 31, 2023* and* December 31, 2022*, respectively, and is also included in the total loans balance in the table above.

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The table below provides an analysis of the aging of loans as of* December 31, 2023* (dollars in thousands).

The table below provides an analysis of nonaccrual loans as of* December 31, 2023* and* December 31, 2022* (dollars in thousands).

The table below provides an analysis of the aging of loans as of* December 31, 2022 (*dollars in thousands).

Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments havenot been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower* maybe unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether ornot* a borrower* maybe unable to meet payment obligations for each class of loans, the borrower’s debt service capacity is considered through the analysis of current financial information, if available, and/or current information with regard to the collateral position. Regulatory provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of90* days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest isnot expected. Loans* maybe placed on nonaccrual status regardless of whether ornot* such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan* maybe returned to accrual status when all the principal and interest amounts contractually due are brought current and payment of future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at leastsix* months) of repayment performance by the borrower. Interest income recognized on nonaccrual loans shown in the table above for the year ended* December 31, 2023was primarily attributable to the resolution ofone* oil and gas loan relationship.

Collateral Dependent Loans

Collateral dependent loans are loans for which the repayments, on the basis of the Company’s assessment at the reporting date, are expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. Loans that donot share risk characteristics are excluded from the loan pools and evaluated on an individual basis, and the Company has determined to evaluate collateral dependent loans individually for impairment. The allowance for credit losses for collateral dependent loans is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset 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 financial asset 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 costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The Company’s collateral dependent loans include all nonaccrual loans shown in the table above at* December 31, 2023*. The types of collateral that secure collateral dependent loans are discussed under “Portfolio Segment Risk Factors” below.

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Portfolio Segment Risk Factors

The following describes the risk characteristics relevant to each of the Company’s loan portfolio segments.

Construction and Development - Construction and development loans are generally made for the purpose of acquisition and development of land to be improved through the construction of commercial and residential buildings. The successful repayment of these types of loans is generally dependent upon a commitment for permanent financing from the Company, or from the sale of the constructed property. These loans carry more risk than commercial or residential real estate loans due to the dynamics of construction projects, changes in interest rates, the long-term financing market, and state and local government regulations. One such risk is that loan funds are advanced upon the security of the property under construction, which is of uncertain value prior to the completion of construction. Thus, it is more difficult to evaluate accurately the total loan funds required to complete a project and to calculate related loan-to-value ratios. The Company attempts to minimize the risks associated with construction lending by limiting loan-to-value ratios as described above. In addition, as to speculative development loans, the Company generally makes such loans only to borrowers that have a positive pre-existing relationship with us. The Company manages risk by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations in anyone business or industry. Construction and development loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment.

1-4 Family - The1-4 family portfolio mainly consists of residential mortgage loans to consumers to finance a primary residence. The majority of these loans are secured byfirst liens on residential properties located in the Company’s market areas and carry risks associated with the creditworthiness of the borrower and changes in the value of the collateral and loan-to-value-ratios. The Company manages these risks through policies and procedures such as limiting loan-to-value ratios at origination, employing experienced underwriting personnel, requiring standards for appraisers, andnot making subprime loans. In thethird quarter of2023, we exited the consumer mortgage origination business.

Multifamily - Multifamily loans are normally made to real estate investors to support permanent financing for multifamily residential income producing properties that rely on the successful operation of the property for repayment. This management mainly involves property maintenance and collection of rents due from tenants. This type of lending carries a lower level of risk, as compared to other commercial lending. In addition, underwriting requirements for multifamily properties are stricter than for other nonowner-occupied property types. The Company manages this risk by avoiding concentrations with any particular customer. Multifamily loans are primarily secured byfirst liens on multifamily real estate.

Farmland - Farmland loans are often for land improvements related to agricultural endeavors and* may*include construction of new specialized facilities. These loans are usually repaid through the conversion to permanent financing, or if scheduled loan amortization begins, for the long-term benefit of the borrower’s ongoing operations. Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor, liquidation value of the subject collateral, the associated unguaranteed exposure, and any available secondary sources of repayment, with the greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by Bank policies. Farmland loans are primarily secured by raw land.

Commercial Real Estate - Commercial real estate loans are extensions of credit secured by owner occupied and nonowner-occupied collateral. Underwriting generally involves intensive analysis of the financial strength of the borrower and guarantor, liquidation value of the subject collateral, the associated unguaranteed exposure, and any available secondary sources of repayment, with the greatest emphasis given to a borrower’s capacity to meet cash flow coverage requirements as set forth by Bank policies. Commercial real estate loans typically depend on the successful operation and management of the businesses that occupy these properties or the financial stability of tenants occupying the properties. Nonowner-occupied commercial real estate loans typically are dependent, in large part, on the owner’s ability to rent the property and the ability of the tenants to pay rent, whereas owner-occupied commercial real estate loans typically are dependent, in large part, on the success of the owner’s business. General market conditions and economic activity* mayimpact the performance of these types of loans, including fluctuations in the value of real estate, new job creation trends, and tenant vacancy rates. The Company attempts to limit risk by analyzing a borrower’s cash flow and collateral value on an ongoing basis. The Company also typically requires personal guarantees from the principal owners of the property, supported by a review of their personal financial statements, as an additional means of mitigating our risk. The Company manages risk by avoiding concentrations in anyone* business or industry. Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose commercial properties.

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Commercial and Industrial - Commercial and industrial loans receive similar underwriting treatment as commercial real estate loans in that the repayment source is analyzed to determine its ability to meet cash flow coverage requirements as set forth by Bank policies. Repayment of these loans generally comes from the generation of cash flow as the result of the borrower’s business operations. Commercial lending generally involves different risks from those associated with commercial real estate lending or construction lending. Although commercial loans* maybe collateralized by equipment or other business assets (including real estate, if available as collateral), the repayment of these types of loans depends primarily on the creditworthiness and projected cash flow of the borrower (and any guarantors). Thus, the general business conditions of the local economy and the borrower’s ability to sell its products and services, thereby generating sufficient operating revenue to repay us under the agreed upon terms and conditions, are the chief considerations when assessing the risk of a commercial loan. The liquidation of collateral, if any, is considered a secondary source of repayment because equipment and other business assets may,*among other things, be obsolete or of limited resale value. The Company actively monitors certain financial measures of the borrower, including advance rate, cash flow, collateral value and other appropriate credit factors. Commercial and industrial loans also include public finance loans made to governmental entities, which can be taxable or tax-exempt, and are generally repaid using pledged revenue sources including income tax, property tax, sales tax, and utility revenue, among other sources. Commercial and industrial loans are primarily secured by accounts receivable, inventory and equipment.

Consumer - Consumer loans are offered by the Company in order to provide a full range of retail financial services to its customers and include auto loans, credit cards, and other consumer installment loans. Typically, the Company evaluates the borrower’s repayment ability through a review of credit scores and an evaluation of debt to income ratios. Repayment of consumer loans depends upon key consumer economic measures and upon the borrower’s financial stability and is more likely to be adversely affected by divorce, job loss, illness and personal hardships than repayment of other loans. A shortfall in the value of any collateral also* may*pose a risk of loss to the Company for these types of loans. Consumer loans include loans primarily secured by vehicles and unsecured loans.

Refer to Note1. Summary of Significant Accounting Policies – Accounting Standards Adopted in2023 for loan pools used for modeling purposes, which are aggregated into the portfolio segments shown above.

Concentrations of Credit

Substantially all of the Company’s loans and commitments have been granted to customers in the Company’s market areas in south Louisiana, southeast Texas and Alabama. The distribution of commitments to extend credit approximates the distribution of loans outstanding.

Credit Quality Indicators

Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The following definitions are utilized for risk ratings, which are consistent with the definitions used in supervisory guidance:

Pass - Loansnot meeting the criteria below are considered pass. These loans have high credit characteristics and financial strength. The borrowers at least generate profits and cash flow that are in line with peer and industry standards and have debt service coverage ratios above loan covenants and our policy guidelines. For some of these loans, a guaranty from a financially capable party mitigates characteristics of the borrower that might otherwise result in a lower grade.

Special Mention - Loans classified as special mention possess some credit deficiencies that need to be corrected to avoid a greater risk of default in the future. For example, financial ratios relating to the borrower* may*have deteriorated. Often, a special mention categorization is temporary while certain factors are analyzed or matters addressed before the loan is re-categorized as either pass or substandard.

Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the borrower or the liquidation value of any collateral. If deficiencies arenot addressed, it is likely that this category of loan will result in the Bank incurring a loss. Where a borrower has been unable to adjust to industry or general economic conditions, the borrower’s loan is often categorized as substandard.

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those 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.

Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as recorded assets isnot warranted. This classification doesnot mean that the assets have absolutelyno recovery or salvage value, but rather it isnot practical or desirable to defer writing off these assets.

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The table below presents the Company’s loan portfolio by year of origination, category, and credit quality indicator as of* December 31, 2023* (dollars in thousands). Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at* December 31, 2023*.

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The table below presents the Company’s loan portfolio by category and credit quality indicator as of* December 31, 2022 (*dollars in thousands) under the previous incurred loss methodology.

The Company hadno loans that were classified as doubtful or loss at* December 31, 2023*. The Company hadno loans that were classified as loss at* December 31,*2022.

Loan Participations and Sold Loans

Loan participations and whole loans sold to and serviced for others arenot included in the accompanying consolidated balance sheets. The balances of the participations and whole loans sold were $25.9 million and $16.9 million as of* December 31, 2023and2022*, respectively. The unpaid principal balances of these loans were approxim ately $99.8 million and $92.9 million at* December 31, 2023and2022*, respectively.

Loans to Related Parties

In the ordinary course of business, the Company makes loans to related parties including its executive officers, principal shareholders, directors and their immediate family members, as well as to companies in which these individuals are principal owners. Loans outstanding to such related party borrowers amounted to approximately $46.0 millionand $97.0 million as of* December 31, 2023* and* December 31, 2022*, respectively. No related party loans were classified as nonperforming or nonaccrual at* December 31, 2023* or* December 31, 2022*.

The table below shows the aggregate principal balance of loans to such related parties for the years ended* December 31, 2023and2022* (dollars in thousands).

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Allowance for Credit Losses

The Company made the accounting policy election to exclude accrued interest receivable from the amortized cost of loans and the estimate of the allowance for credit losses. Accrued interest receivable on the Company’s loans was $12.7 million and $10.8 million at* December 31, 2023* and* December 31, 2022*, respectively, and is included in “Accrued interest receivable” on the accompanying consolidated balance sheets.

Refer to Note1. Summary of Significant Accounting Policies – Allowance for Credit Losses and – Accounting Standards Adopted in2023 for more information on the adoption of ASU2016-13.

The table below shows a summary of the activity in the allowance for credit losses for the years ended* December 31, 2023,*2022 and2021 (dollars in thousands).

The following tables outline the activity in the allowance for credit losses by collateral type for the years ended* December 31, 2023,2022 and2021, and show both the allowance and portfolio balances for loans individually and collectively evaluated for impairment as of December 31, 2023,2022 and2021 (dollars in thousands). Amounts as of December 31, 2023*reflect the impact of adopting the CECL accounting standard and the Company’s transition from a probable incurred loss methodology to the current expected credit loss methodology. Prior period amounts represent the allowance for loan losses under the probable incurred loss methodology.

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Loan Modifications to Borrowers Experiencing Financial Difficulty

In* January 2023,the Company adopted ASU2022*-02, which eliminated the accounting guidance for TDRs while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU2022-02 became effective for the Company on* January 1, 2023.See Note1.* Summary of Significant Accounting Policies – Accounting Standards Adopted in2023.

Occasionally, the Company modifies loans to borrowers in financial distress by providing certain concessions, such as principal forgiveness, term extension, an other-than-insignificant payment delay, an interest rate reduction, or a combination of such concessions. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. During the year ended* December 31, 2023*, the amount of loans that were modified to borrowers experiencing financial difficulty was immaterial.

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The following disclosures are presented under GAAP in effect prior to the adoption of CECL that are no longer applicable or required. The Company has included these disclosures to address the applicable prior periods.

Pre-Adoption of CECL - Impaired Loans

The Company considered a loan to be impaired when, based on current information and events, the Company determined that it was probable that it wouldnot be able to collect all amounts due according to the loan agreement, including scheduled interest payments. Determination of impairment was treated the same across all classes of loans. When the Company identified a loan as impaired, it measured the impairment based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole (remaining) source of repayment for the loans was the operation or liquidation of the collateral. In those cases when foreclosure was probable, the Company used the current fair value of the collateral, less selling costs, instead of discounted cash flows. If the Company determined that the value of the impaired loan was less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs, and unamortized premium or discount), the Company recognized impairment through an allowance estimate or a charge-off to the allowance.

When the ultimate collectability of the total principal of an impaired loan was in doubt and the loan was on nonaccrual, all payments were applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan wasnot in doubt and the loan was on nonaccrual, contractual interest was credited to interest income when received, under the cash basis method.

The following tables contain information on the Company’s impaired loans at* December 31, 2022and2021*. The average recorded investment was calculated based on the month-end balances of the loans during the period reported (dollars in thousands).

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Pre-Adoption of CECL - Troubled Debt Restructurings

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, the Company granted a concession for other than an insignificant period of time to the borrower that the Company wouldnot otherwise consider, the related loan was classified as a TDR. The Company strived to identify borrowers in financial difficulty early and work with them to modify their loans to more affordable terms before such loans reach nonaccrual status. These modified terms included rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases in which the Company granted the borrower new terms that provided for a reduction of either interest or principal, or otherwise included a concession, the Company identified the loan as a TDR and measured any impairment on the restructuring as previously noted for impaired loans.

During the year ended* December 31, 2022*,three loans were modified as TDRs through adjustments to maturity. There wereno loans modified as TDRs during the previoustwelve month period that subsequently defaulted during the year ended* December 31, 2022*.

At* December 31, 2022*, there wereno available balances on loans classified as TDRs that the Company was committed to lend.

The table below presents the TDR pre- and post-modification outstanding recorded investments by loan category for loans modified during the year ended* December 31, 2022* (amounts in thousands, except number of loans).

The following is a summary of accruing and nonaccrual TDRs and the related allowance by portfolio type at* December 31, 2022* (dollars in thousands).

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The table below includes the average recorded investment and interest income recognized for TDRs for the years ended* December 31, 2022and2021*. The average recorded investment was calculated based on the month-end balances of the loans during the period reported (dollars in thousands).

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NOTE4. OTHER REAL ESTATE OWNED

The table below shows the activity in other real estate owned for the years ended* December 31, 2023and2022* (dollars in thousands).

For the years ended* December 31, 2023and2022,* additions to other real estate owned of $2.7 million and $1.6 million, respectively, were related to transfers of properties related toone loan relationship that became impaired in thethird quarter of2021 as a result of Hurricane Ida. For the years ended* December 31, 2023and2022*, additions to other real estate owned of $0.3 million and $1.7 million, respectively, were related to acquired loans. During the year ended* December 31, 2023,the Company closedone* branch andone stand-alone ATM and transferred the associated land and buildings from“Bank premises and equipment, net” to“Other real estate owned, net” in the accompanying consolidated balance sheets, as the Company didnot intend to use the properties for banking operations. In2022, the Company closedtwo branches, and transferred the land and building associated withone of the closed branches from“Bank premises and equipment, net” to“Other real estate owned, net” in the accompanying consolidated balance sheets, as the Company didnot intend to use the properties for banking operations; the property was sold later in the year. At* December 31, 2023and2022*, approximately $0.5 million and $0.6 million, respectively, of loans secured by1-4 family residential property were in the process of foreclosure.

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NOTE5. BANK PREMISES AND EQUIPMENT

Bank premises and equipment consisted of the following as of the dates indicated (dollars in thousands).

Depreciation and amortization related to Bank premises and equipment charged to noninterest expensewas approximately $3.0 million, $3.5 million and $4.0 million for the years ended* December 31, 2023,*2022 and2021, respectively.

During the year ended* December 31, 2023*, the Company completed the sale of the Alice and Victoria, Texas locations. The Company also closedone branch andone stand-alone ATM in Louisiana and transferred the associated land and buildings, totaling $1.4 million, from“Bank premises and equipment, net” to“Other real estate owned, net” in the accompanying consolidated balance sheets. The Company also ceased operation of13 additional ATMs during thethird quarter of2023. During the year ended* December 31, 2023*, the Company recognized a loss of $1.3 million included in“Loss on sale or disposition of fixed assets, net” in the accompanying consolidated statements of income. During the year ended* December 31, 2022*, the Company closedtwo branch locations and soldthree tracts of land being held for future branch locations. The land and building associated withone of the closed branch locations, totaling $0.5 million, was reclassified from“Bank premises and equipment, net” to“Other real estate owned, net” in the accompanying consolidated balance sheets. During the year ended* December 31, 2022*, the Company recognized a loss of $0.3 million included in“Loss on sale or disposition of fixed assets, net” in the accompanying consolidated statements of income.

NOTE6. LEASES

The Company’s primary leasing activities relate to certain real estate leases entered into in support of the Company’s branch operations. The Company’s lease agreements under which its branch locations are operated have all been designated as operating leases. The Company doesnot lease equipment under operating leases, nor does it have leases designated as finance leases.

The Company determines if an arrangement is a lease at inception. Operating leases, with the exception of short-term leases, are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in “Bank premises and equipment, net” and“Accrued taxes and other liabilities”, respectively, in the accompanying consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases donot provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease pre-payments made and excludes lease incentives. The Company’s lease terms* may*include options to extend or terminate the lease. When it is reasonably certain that the Company will exercise an option to extend a lease, the extension is included in the lease term when calculating the present value of lease payments.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which the Company has elected to account for separately, as the non-lease component amounts are readily determinable.

Quantitative information regarding the Company’s operating leases is presented below as of and for the years ended* December 31, 2023and2022* (dollars in thousands).

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At* December 31, 2023and2022*, the Company’s operating lease ROU assets were $2.1 million and $2.8 million, respectively, and the Company’s related operating lease liabilities were $2.2 million and $2.9 million, respectively. The Company’s operating leases have remaining terms ranging from 2 to 8 years, including extension options if the Company is reasonably certain they will be exercised.

Future minimum lease payments due under non-cancelable operating leases at* December 31, 2023* are presented below (dollars in thousands).

At* December 31, 2023*, the Company hadnot entered into any material leases that havenot yet commenced.

The Bank owns its corporate headquarters building, thefirst floor of which is occupied by multiple tenants. The Bank, as lessor, also leases a portion ofone of its branch locations. All tenant leases are operating leases. The Bank, as lessor, recognized rental income of $0.4 million, $0.3 million and $0.3 million for the years ended* December 31, 2023,*2022 and2021, respectively.

On* January 27, 2023,*the Bank completed the sale of certain assets, deposits and other liabilities associated with the Alice and Victoria, Texas branch locations to First Community Bank. Upon the completion of the sale, the Bank recorded $0.3 million of occupancy expense to terminate the remaining contractually obligated lease payments due under non-cancelable operating leases.

NOTE7. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company’s intangible assets consist of goodwill, core deposit intangible assets arising from acquisitions, and a trademark intangible. At* December 31, 2023and2022*, “Goodwill and other intangible assets, net” in the accompanying consolidated balance sheets totaled $42.3 million and $43.1 million, respectively, and includedno accumulated impairment losses.

The carrying amount of goodwill at* December 31, 2023and2022* was $40.1 million. The trademark intangible had a carrying value of $0.1 million at* December 31, 2023and2022*.

In accordance with ASC Topic350, “Intangibles–* Goodwill and Other*,” the Company reviews the carrying value of indefinite-lived intangible assets at least annually, or more frequently if certain impairment indicators exist. The Company performed its annual impairment testing on* October 31,*2023 and determined that there wasno impairment to its goodwill or trademark intangible asset.

Core deposit intangibles have finite lives and are being amortized on an accelerated basis over their estimated useful lives, which range from 10 to 15 years. The table below shows a summary of the core deposit intangible assets as of the dates presented (dollars in thousands).

Amortization expense for the core deposit intangible assets recorded in “Depreciation and amortization” in the accompanying consolidated statements of income totaled approximately $0.8 million, $0.9 million, and $1.0 million for the years ended* December 31, 2023,*2022 and2021, respectively.

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The future amortization schedule for the Company’s core deposit intangible assets is displayed in the table below (dollars in thousands). The weighted average amortization period remaining for core deposit intangibles is 5.4 years.

NOTE8. DEPOSITS

Deposits consisted of the following as of the dates presented (dollars in thousands).

The approximate scheduled maturities of time deposits, including brokered time deposits, for each of the nextfive years are shown below (dollars in thousands).

At* December 31, 2023and2022*, time deposits greater than*$250,000* were approximately $178.1 million, and $155.8 million, respectively.

Public fund deposits as of* December 31, 2023and2022* totaled approximately $134.8 million and $167.5 million, respectively. The funds were secured by securities with a fair value of approximately $110.1 million and $165.5 million as of* December 31, 2023and2022*, respectively.

As of* December 31, 2023and2022*, total deposits outstanding to executive officers, principal shareholders, directors and to companies in which they are principal owners amounted to approximately $20.1 million and $29.9 million, respectively.

NOTE9. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company utilizes securities sold under agreements to repurchase (“repurchase agreements”) to facilitate the needs of our customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and* may*be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

Repurchase agreements mature on a daily basis. At* December 31, 2023*, the total balance of repurchase agreements was $8.6 million, and were secured by investment securities with a fair value of approximately $9.0 million. At* December 31, 2022*, the Company hadno repurchase agreements. The weighted average interest rate on repurchase agreements was 0.13% at* December 31, 2023*. The weighted average rate paid for repurchase agreements during the years ended* December 31, 2023,*2022 and2021 was 0.13%,0.15% and 0.21%, respectively.

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NOTE10. SUBORDINATED DEBT SECURITIES

On* April 6, 2022,the Company entered into a Subordinated Note Purchase Agreement with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) under which the Company issued $20.0 million in aggregate principal amount of its 5.125% Fixed-to-Floating Rate Subordinated Notes due2032* (the*“2032* Notes”) to the Purchasers at a price equal to100% of the aggregate principal amount of the2032 Notes. The2032 Notes were issued under an indenture, dated* April 6, 2022 (*the “Indenture”), by and among the Company and UMB Bank, National Association, as trustee.

The2032 Notes have a stated maturity date of* April 15, 2032and will bear interest at a fixed rate of 5.125% per year from and including April 6, 2022to but excluding April 15, 2027or earlier redemption date. From April 15, 2027to but excluding the stated maturity date or earlier redemption date, the2032* Notes will bear interest a floating rate equal to the then currentthree-month term secured overnight financing rate (“SOFR”), plus 277 basis points. As provided in the2032 Notes, the interest rate on the2032 Notes during the applicable floating rate period* maybe determined based on a rate other thanthree*-month term SOFR. The2032 Notes* maybe redeemed, in whole or in part, on or after April 15, 2027or, in whole butnot* in part, under certain other limited circumstances set forth in the Indenture. Any redemption we made would be at a redemption price equal to100% of the principal balance being redeemed, together with any accrued and unpaid interest to the date of redemption.

Principal and interest on the2032 Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events. The2032 Notes are the unsecured, subordinated obligations of the Company and rank junior in right of payment to our current and future senior indebtedness and to our obligations to our general creditors. The2032 Notes are intended to qualify as Tier2 capital for regulatory purposes.

The Company used the majority of the net proceeds to redeem its 6.00% Fixed-to-Floating Rate Subordinated Notes due2027 (the*“2027* Notes”) in* June 2022*and utilized the remaining proceeds for share repurchases and for general corporate purposes.

On* November 12, 2019,the Company issued and sold $25.0 million in aggregate principal amount of its 5.125% Fixed-to-Floating Rate Subordinated Notes (the“2029* Notes”) due* December 30, 2029.Beginning on December 30, 2024,the Company mayredeem the2029* Notes, in whole or in part, at their principal amount plus any accrued and unpaid interest. The2029 Notes bear an interest rate of 5.125% per annum until* December 30, 2024,on which date the interest rate will reset quarterly to an annual interest rate equal to the then-currentthree*-month LIBOR as calculated on each applicable date of determination, or an alternative rate determined in accordance with the terms of the2029 Notes if thethree-month LIBOR cannot be determined, plus 349.0 basis points.

On* March 24, 2017,the Company issued and sold $18.6 million in aggregate principal amount of its2027* Notes due* March 30, 2027.Beginning on March 30, 2022,the Company could redeem the2027* Notes, in whole or in part, at their principal amount plus any accrued and unpaid interest. The2027 Notes had an interest rate of 6.00% per annum until* March 30, 2022,on which date the interest rate reset quarterly to an annual interest rate equal to the then-current LIBOR plus 394.5 basis points. In June 2022,the Company redeemed the2027* Notes in full in accordance with their terms at a redemption price equal to100% of the outstanding principal balance plus accrued and unpaid interest up to but excluding the* June 30, 2022redemption date (“Redemption Date”). The aggregate redemption price, excluding accrued interest, totaled $18.6 million. Interest on the2027* Notesno longer accrued on or after the Redemption Date.

The carrying value of subordinated debt was $44.3 million and $44.2 million at* December 31, 2023and2022*, respectively. The subordinated debt securities were recorded net of issuance costs of $0.7 million and $0.8 million at* December 31, 2023and2022*, respectively, which are being amortized using the straight-line method over the lives of the respective securities.

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NOTE11. OTHER BORROWED FUNDS

Federal Home Loan Bank Advances

FHLB advances and weighted average interest rates at the end of the period by contractual maturity are summarized as of the dates presented (dollars in thousands).

As of* December 31, 2023*, these advances are collateralized by a blanket pledge of certain loans totaling approximately $975.4 million in accordance with the Advance Security and Collateral Agreement with the FHLB. As of* December 31, 2023*, the Company had an additional $919.5 million available under its line of credit with the FHLB.

At* December 31, 2022*, the FHLB advances contractually maturing in2033 were fixed rate, nonamortizing puttable advances. Under the terms of these advances, the Bank sold the FHLB options to terminate the fixed rate advances at specified points in time prior to the stated maturity dates. These advances were terminated during the year ended* December 31, 2023.*

Borrowings Under Bank Term Funding Program

On* March 12, 2023,the Federal Reserve established the Bank Term Funding Program (“BTFP”). The BTFP is aone*-year program which provides additional liquidity through borrowings with a term of up toone year secured by the pledging of certain qualifying securities and other assets, valued at par value. At* December 31, 2023*, outstanding borrowings under the BTFP were $212.5 million, with a weighted average rate of 4.83%. At* December 31, 2023*, the Company’s remaining borrowing capacity under the BTFP was $58.5 million based on the value of securities available to be used as collateral, valued at par value as permitted under the program. During thefourth quarter of2023, the Company refinanced all of its borrowings under the BTFP with new loans under the BTFP with aone-year term due to more favorable rates.

Lines of Credit

The Company has outstanding unsecured lines of credit with its correspondent banks available to assist in the management of short-term liquidity. Any balances drawn on these lines of credit mature daily. At* December 31, 2023and2022*, the available balance on the unsecured lines of credit totaled approximately $60.0 million, withno outstanding balance reflected on the consolidated balance sheets.

Junior Subordinated Debt

The following table provides a summary of the Company’s junior subordinated debentures (dollars in thousands).

These debentures are unsecured obligations due to trusts that are unconsolidated subsidiaries. The debentures were issued in conjunction with the trusts’ issuances of obligated capital securities. The trusts used the proceeds from the issuances of their capital securities to buy floating rate junior subordinated deferrable interest debentures that bear the same interest rate and terms as the capital securities. These debentures are the trusts’ only assets and the interest payments from the debentures finance the distributions paid on the capital securities. These debentures rank junior and are subordinate in the right of payment to all other debt of the Company.

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As part of the purchase accounting adjustments made with the BOJ Bancshares Inc. acquisition on* December**1,* 2017, and with the Cheaha Financial Group, Inc. acquisition on* April 1, 2021,*the Company adjusted the carrying value of the junior subordinated debentures to fair value as of the respective acquisition date. The discounts on the debentures will continue to be amortized through maturity and recognized as a component of interest expense.

The debentures* maybe called by the Company at par plus any accrued interest. Interest on the debentures is calculated quarterly. The distribution rate payable on the capital securities is cumulative and payable quarterly in arrears. The Company has the right to defer payments of interest on the debentures at any time by extending the interest payment period for a periodnot* exceeding20 consecutive quarters with respect to each deferral period, provided thatno extension period* may*extend beyond the redemption or maturity date of the debentures.

The debentures are included on the consolidated balance sheets as liabilities; however, for regulatory purposes, the carrying values of these obligations are eligible for inclusion in Tier I regulatory capital, subject to certain limitations. The total carrying values of $8.6 million and $8.5 million were allowed in the calculation of Tier I regulatory capital at* December 31, 2023* and2022, respectively.

NOTE12. DERIVATIVE FINANCIAL INSTRUMENTS

As part of its liability management, the Company has historically utilized pay-fixed interest rate swaps to manage exposure against the variability in the expected future cash flows (future interest payments) attributable to changes in the1-month LIBOR associated with the forecasted issuances of1-month fixed rate debt arising from a rollover strategy. To mitigate credit risk, securities were pledged to the Company by the counterparties in an amount greater than or equal to the gain position of the derivative contracts. Conversely, securities were pledged to the counterparties by the Company in an amount greater than or equal to the loss position of the derivative contracts, if applicable. The derivative contracts were between the Company andtwo counterparties. At* December 31, 2023* and* December 31, 2022*, the Company hadno current or forward starting interest rate swap agreements, other than interest rate swaps related to customer loans, described below. The interest rate swaps were determined to be fully effective during the periods presented, and therefore, no amount of ineffectiveness has been included in net income.

During the year ended* December 31, 2022*, the Company voluntarily terminated interest rate swap agreements with a total notional amount of $115.0 million in response to market conditions. During the year ended* December 31, 2021*, the Company voluntarily terminated interest rate swap agreements with a total notional amount of $150.0 million in response to market conditions and as a result of excess liquidity. For years ended* December 31, 2022* and* December 31, 2021* unrealized gains of $6.4 million and $1.4 million, respectively, net of tax expenses of $1.7 million and $0.4 million, respectively, were reclassified from “Accumulated other comprehensive (loss) income” and recorded as “Swap termination fee income” in noninterest income in the accompanying consolidated statements of income.

For the years ended* December 31, 2022* and* December 31, 2021* gains of $4.3 million and $5.3 million, respectively, net of tax expenses of $1.2 million and $1.4 million, respectively, were recognized in “Other comprehensive income (loss)” in the accompanying consolidated statements of comprehensive income (loss) for the change in fair value of the interest rate swap contracts.

There wereno assets or liabilities recorded in the accompanying consolidated balance sheets at* December 31, 2023* or* December 31, 2022* associated with the swap contracts, other than interest rate swaps related to customer loans, described below.

Customer Derivatives–** Interest Rate Swaps**

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with athird party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers andthird parties arenot designated as hedges under FASB ASC Topic815, “Derivatives and Hedging,” and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments donot result in an impact to earnings; however, there* maybe fair value adjustments related to credit quality variations between counterparties, which mayimpact earnings as required by FASB ASC Topic820,* “Fair Value Measurement” (“ASC820”). The Company didnot recognize any gains or losses in other operating income resulting from fair value adjustments of these swap agreements during the years ended* December 31, 2023,2022 and2021. At December 31, 2023*, the Company had notional amounts of $174.9 million in interest rate swap contracts with customers and $174.9 million in offsetting interest rate swap contracts with other financial institutions. The fair value of the swap contracts consisted of gross assets of $17.3 million and gross liabilities of $17.3 million recorded in “Other assets” and “Accrued taxes and other liabilities”, respectively, in the accompanying consolidated balance sheet at* December 31, 2023*.

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NOTE13. STOCKHOLDERS' EQUITY

Preferred Stock

The Company’s Articles of Incorporation give the Company’s board of directors the authority to issue up to 5,000,000 shares of preferred stock. At* December 31, 2023*, there wereno preferred shares outstanding. The preferred shares are considered “blank check” preferred stock. This type of preferred stock allows the board of directors to fix the designations, preferences and relative, participating, optional or other special rights, and qualifications and limitations or restrictions of any series of preferred stock without further shareholder approval.

Common Stock

The Company’s Articles of Incorporation give the Company’s board of directors the authority to issue up to 40,000,000 shares of common stock. At* December 31, 2023*, there were 9,748,067 common shares outstanding compared to 9,901,847 and 10,343,494 at* December 31, 2022and2021*, respectively.

In addition, the Company repurchased 222,448,518,978, and 359,138 shares of its common stock through its stock repurchase program at an average price of $13.47, $20.27, and $19.24 per share during the years ended* December 31, 2023,*2022 and2021, respectively.

Dividend Restrictions. In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations* maylimit the amount of dividends that maybe paid to the Company. Approval by regulatory authorities is required if the effect of the dividend would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the precedingtwo* years. Further, a national bank* may**not* pay a dividend in excess of its undivided profits.

Under the terms of the junior subordinated debentures, assumed through acquisition, the Company has the right at any time during the term of the debentures to defer the payment of interest. In the event that the Company elects to defer interest on the debentures, it* may**not,* with certain exceptions, declare or pay any dividends or distributions on its common stock or purchase or acquire any of its common stock.

Under the terms of the Company’s 5.125% Fixed-to-Floating Rate Subordinated Notes due2029, the Company* may**not* pay a dividend if either the parent company or the Bank, both immediately prior to the declaration of the dividend and after giving effect to the payment of the dividend, wouldnot maintain regulatory capital ratios that are at “well capitalized” levels for regulatory purposes (but with respect to the parent company, only if it is required to measure and report such ratios on a consolidated basis under applicable law). The Company is also prohibited from paying dividends upon and during the continuance of any Event of Default under such notes.

Under the terms of the Company’s 5.125% Fixed-to-Floating Rate Subordinated Notes due2032, the Company is prohibited from paying dividends upon and during the continuance of any Event of Default under such notes.

These restrictions donot, and arenot expected in the future to, materially limit the Company’s ability to pay dividends to its shareholders in an amount consistent with the Company’s history of paying dividends.

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Accumulated Other Comprehensive (Loss) Income

Activity within the balances in accumulated other comprehensive (loss) income, net is shown in the tables below (dollars in thousands).

NOTE14. STOCK-BASED COMPENSATION

Equity Incentive Plan.The Company’s Amended and Restated2017 Long-Term Incentive Compensation Plan (the “Plan”) authorizes the grant of various types of equity awards, such as restricted stock, restricted stock units, stock options and stock appreciation rights to eligible participants, which include all of the Company’s employees, non-employee directors, and consultants. The Plan has reserved a total of 1,200,000 shares of common stock,600,000 of which were authorized in2021, for issuance to eligible participants pursuant to equity awards under the Plan. The Plan is administered by the Compensation Committee of the Company’s board of directors, which determines, within the provisions of the Plan, those eligible employees to whom, and the times at which, equity awards will be granted. The Compensation Committee, in its discretion,* maydelegate its authority and duties under the Plan to specified officers; however, only the Compensation Committee mayapprove the terms of equity awards to the Company’s executive officers and directors. At December 31, 2023*, approximately 450,058 shares remain available for grant.

Stock Options

During the years ended* December 31, 2023,*2022 and2021, the Company granted 34,497,34,379, and 38,450 stock options, respectively, to key personnel that vest inone-fifth increments on each of thefirst five anniversaries of the grant date.

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The table below summarizes the Company’s stock option activity for the periods indicated.

The aggregate intrinsic value of stock options is calculated as the aggregate difference between the exercise price of the stock options and the fair market value of the Company’s common stock for those stock options having an exercise price lower than the fair market value of the Company’s common stock. At* December 31, 2023*, the shares underlying outstanding and exercisable stock options both had an intrinsic value of $0.1 million.

The Company uses a Black-Scholes option pricing model to estimate the fair value of stock-based awards. The Black-Scholes option pricing model incorporates various subjective assumptions, including expected term and expected volatility. Expected volatility was determined based on the historical volatilities of the Company. Stock option expense of $0.2 million is included in “Salaries and employee benefits” in the accompanying consolidated statements of income for each of the years ended* December 31, 2023,2022 and2021. At December 31, 2023*, there was $0.3 million of unrecognized compensation cost related to stock options that is expected to be recognized over a weighted average period of 3.2 years.

The table below shows the assumptions used for the stock options granted during the years ended* December 31, 2023and2022*.

Restricted Stock and Restricted Stock Units

Under the Plan, the Company* maygrant restricted stock, restricted stock units, and other stock-based awards to Plan participants, subject to forfeiture upon the occurrence of certain events until the dates specified in the participant’s award agreement. While restricted stock is subject to forfeiture, holders of restricted stock mayexercise full voting rights and will receive all dividends paid with respect to the restricted shares. Restricted stock units (“RSUs”) donot* have voting rights and donot receive dividends or dividend equivalents. The restricted stock and RSUs granted under the Plan are typically subject to a vesting period. Compensation expense for restricted stock and RSUs is determined based on the market price of the Company’s common stock at the grant date and is applied to the total number of shares or units granted and is recognized on a straight-line basis over the requisite service period of generally five years for employees andtwo years for non-employee directors. Upon vesting of restricted stock and RSUs, the benefit of tax deductions in excess of recognized compensation expense is reflected as an income tax benefit in the consolidated statements of income.

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Historically, the Company has granted restricted stock awards to Plan participants. Beginning in2019, the Company granted time vested RSUs to its non-employee directors and certain officers of the Company with vesting terms ranging fromtwo years tofive years.

The Company granted a total of 172,736 RSUs to employees and directors for the year ended* December 31, 2023*. Of the RSUs granted in2023,153,467 shares vest over five years and 19,269 shares vest overtwo years.

The Company granted a total of 134,524 RSUs to employees and directors for the year ended* December 31, 2022*. Of the RSUs granted in2022,114,554 shares vest over five years and 19,970 shares vest overtwo years.

The Company granted a total of 129,082 RSUs to employees and directors for the year ended* December 31, 2021*. Of the RSUs granted in2021,105,294 shares vest over five years and 23,788 shares vest overtwo years.

Compensation expense related to restricted stock and RSUs included in the accompanying consolidated statements of income for the years ended* December 31, 2023,2022 and2021 was $1.8 million, $2.0 million and $1.6 million, respectively. The unearned compensation related to these awards is amortized to compensation expense over the vesting period. As of December 31, 2023*, unearned stock-based compensation cost associated with these awards totaled approximately $4.3 million and is expected to be recognized over a weighted average period of 3.2 years.

The following table summarizes the restricted stock and RSU activity for the years ended* December 31, 2023* and* December 31, 2022*.

NOTE15. EMPLOYEE BENEFIT PLANS

The Company maintains a401(k) defined contribution plan (the*“401*(k) Plan”), which covers employees over the age of 21 who have completed three months of credited service, as defined by the401(k) Plan. The401(k) Plan allows employees to defer a percentage of their salaries subject to certain limits based on federal tax laws. The Company makes matching contributions up to 4% of the employee’s annual salary (subject to certain maximum compensation amounts as prescribed in Internal Revenue Service guidance). Contributions by the Company and participants are immediately vested. Employer matching contributions to the401(k) Plan for each of the years ended* December 31, 2023,*2022 and2021 were approximately $1.0 million, and are included in “Salaries and employee benefits” in the accompanying consolidated statements of income.

The401(k) Plan also allows for discretionary Company contributions in the form of cash or Company stock. Contributions in the form of Company stock are held in a portion of the401(k) Plan that qualifies as an employee stock ownership plan. The Company made Company stock contributions of $0.1 million in the year ended* December 31, 2022.The discretionary components vest in increments of 20% annually over a period offive years based on the employees’ years of service, beginning upon completion oftwo years of service (such that an employee withsix years of service will be100%* vested).

The Bank has entered into Salary Continuation Agreements (“SCA”) with certain officers of the Company. The SCAs represent unfunded, non-qualified deferred compensation arrangements under the Internal Revenue Code of1986, as amended. The SCAs between the Bank and each officer, as supplemented if applicable, provide that the officer shall receive annual payments of a fixed amount upon attaining the age of 65, with such payments payable monthly over a period of 120 months (10 years). Each officer is also entitled to certain reduced payments following a termination of employment prior to attaining age 65 (other than a termination due to death or with cause), which payments shall be made on the same schedule mentioned above.

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The Company maintains a deferred compensation plan for a former employee of Citizens Bank (“Citizens”), a liability assumed in the Citizens acquisition in2017. Under the deferred compensation agreement, the former employee will receive monthly payments of $2,000 through* Mayof2030.* The Company also maintains a deferred compensation plan for certain former employees of Cheaha, and associated liabilities of $1.7 million were assumed in the acquisition on* April 1,2021. The deferred compensation plan provides for payments for a period of 15 years following specified retirement dates, which range from2018 through2032. On November 4, 2022,the Company’sthen-current Chief Financial Officer separated from the Company, and the Company’s board of directors approved the continuation of his Split-Dollar Life Insurance Agreement following his separation date. Accordingly, in thefourth* quarter of2022, the Company recorded deferred compensation expense and associated liability of $0.2 million. At* December 31, 2023and2022*, the Company had a liability of $5.3 million and$5.2 million, respectively, included in “Accrued taxes and other liabilities” on the accompanying consolidated balance sheets related to these deferred compensation plans. Deferred compensation expenses related to these plans recognized for theyears ended* December 31,*2023,2022, and2021 were approximately $0.2 million, $1.0 million and $0.7 million, respectively, and are included in “Salaries and employee benefits” in the accompanying consolidated statements of income.

NOTE16. INCOME TAXES

Income tax expense is displayed in the table below for the years ended* December 31, 2023,*2022 and2021 (dollars in thousands).

The provision for federal income taxes differs from that computed by applying the federal statutory rate of 21% as indicated in the following analysis for the years ended* December 31, 2023,*2022 and2021 (dollars in thousands).

The Company records deferred income tax on the tax effect of changes in timing differences.

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The net deferred tax asset was comprised of the following items as of the dates indicated (dollars in thousands).

The Company acquired net operating loss (“NOL”) carryforwards through tax free acquisitions. As of* December 31, 2023* and* December 31, 2022*, the Company’s gross NOL carryforwards were approximately $0.3 million and $0.9 million, respectively. As of* December 31, 2023*, approximately $4,000 and $0.3 million of the NOL carryforwards expire in2033 and2039, respectively. All available NOL carryforwards are expected to be fully utilized by2024, therefore the Company didnot record a valuation allowance against the NOL carryforwards for the year ended* December 31, 2023*.

The Company files income tax returns under U.S. federal jurisdiction and the states of Alabama, Florida, Texas and Louisiana, although the state of Louisiana doesnot assess an income tax on income resulting from banking operations. The Company is open to examination in the U.S. and the states of Louisiana, Alabama, and Florida for tax years ended* December 31, 2020through December 31, 2023;and Texas for tax years ended December 31, 2019through December 31, 2023.*

NOTE17. FAIR VALUES OF FINANCIAL INSTRUMENTS

In accordance with ASC820, disclosure of fair value information about financial instruments, whether ornot recognized in the balance sheet, is required. The fair value of a financial instrument 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 under current market conditions. Fair value is best determined based upon quoted market prices or exit prices. In cases where quoted market prices arenot available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows, and the fair value estimates* may**not* be realized in an immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented donot represent the underlying value of the Company.

If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques* may*be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

The Company also holds Small Business Investment Company qualified funds and other investment funds that donot have a readily determinable fair value. In accordance with ASC820, these investments are measured at fair value using the net asset value practical expedient and arenot required to be classified in the fair value hierarchy. At* December 31, 2023* and* December 31, 2022*, the fair values of these investments were $3.4 million and $2.8 million, respectively, and are included in “Other assets” in the accompanying consolidated balance sheets.

Fair Value Hierarchy

In accordance with ASC820, the Company groups its financial assets and financial liabilities measured at fair value inthree levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value.

Level1 – Valuation is based upon quoted prices for identical assets or liabilities traded in active markets.

Level2 – Valuation is based upon observable inputs other than quoted prices included in level1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that arenot active, or other inputs that are observable or can be corroborated by observable market data.

Level3 – Valuation is based upon unobservable inputs that are supported by little orno market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following methods and assumptions were used by the Company in estimating the fair value of assets and liabilities valued on a recurring basis:

AFS Investment Securities and Exchange-Traded Equity Securities – Where quoted prices are available in an active market, the Company classifies the securities within level1 of the valuation hierarchy. Securities are defined as both long and short positions. Level1 securities include exchange-traded equity securities.

If quoted market prices arenot available, the Company estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Examples of such instruments, which would generally be classified within level2 of the valuation hierarchy if observable inputs are available, include obligations of the U.S. Treasury and U.S. government agencies and corporations, obligations of state and political subdivisions, corporate bonds, residential mortgage-backed securities, and commercial mortgage-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, the Company classifies those securities in level3.

Management monitors the current placement of securities in the fair value hierarchy to determine whether transfers between levels* maybe warranted based on market reference data, which mayinclude reported trades; bids, offers or broker/dealer quotes; benchmark yields and spreads; as well as other reference data. At December 31, 2023* and* December 31, 2022*, the majority of the Company’s level3 investments were obligations of state and political subdivisions. The Company estimated the fair value of these level3 investments using discounted cash flow models, the key inputs of which are the coupon rate, current spreads to the yield curves, and expected repayment dates, adjusted for illiquidity of the local municipal market and sinking funds, if applicable. Option-adjusted models* may*be used for structured or callable notes, as appropriate.

Derivative Financial Instruments – The fair value for interest rate swap agreements is based upon the amounts required to settle the contracts. These derivative instruments are classified in level2 of the fair value hierarchy.

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Assets and liabilities measured at fair value on a recurring basis are summarized in the table below as of the dates indicated (dollars in thousands).

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The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company’s ability to observe inputs to the valuation* maycause reclassification of certain assets or liabilities within the fair value hierarchy. The table below provides a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs, or level3* inputs (dollars in thousands).

There wereno liabilities measured at fair value on a recurring basis using level3 inputs at* December 31, 2023and2022*. For the years ended* December 31, 2023,*2022 and2021, there wereno gains or losses included in earnings related to the change in fair value of the assets measured on a recurring basis using significant unobservable inputs held at the end of the period.

The following table provides quantitative information about significant unobservable inputs used in fair value measurements of level3 assets measured at fair value on a recurring basis at* December 31, 2023* and2022 (dollars in thousands).

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Fair Value of Assets and Liabilities Measured on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments arenot measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following methods and assumptions were used by the Company in estimating the fair value of assets and liabilities valued on a nonrecurring basis:

Loans Individually Evaluated – For collateral dependent loans where the borrower is experiencing financial difficulty, the expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, which is based onthird-party appraisals. Individually evaluated loans that arenot collateral dependent are evaluated based on a discounted cash flow methodology. Credits deemed uncollectible are charged to the allowance for credit losses. Sincenot all valuation inputs are observable, these nonrecurring fair value determinations are classified as level3.

Quantitative information about assets measured at fair value on a nonrecurring basis based on significant unobservable inputs (level3) are summarized below as of the dates indicated; there wereno liabilities measured on a nonrecurring basis at* December 31, 2023* or2022 (dollars in thousands).

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Financial Instruments

Accounting guidance requires the disclosure of estimated fair value information about certain on- and off-balance sheet financial instruments, including those financial instruments that arenot measured and reported at fair value on a recurring or nonrecurring basis. The significant methods and assumptions used by the Company to estimate the fair value of financial instruments are discussed below.

Cash and Due from Banks – For these short-term instruments, fair value is the carrying value. Cash and due from banks is classified in level1 of the fair value hierarchy.

Federal Funds Sold – The fair value is the carrying value. The Company classifies these assets in level1 of the fair value hierarchy.

Investment Securities and Equity Securities – The fair value measurement techniques and assumptions for AFS securities and exchange-traded equity securities is discussed earlier in the note. The same measurement techniques and assumptions were applied to the valuation of HTM securities and other equity securities including equity in correspondent banks.

Loans – The fair value of portfolio loans, net is determined using an exit price methodology. The exit price methodology is based on a discounted cash flow analysis, in which projected cash flows are based on contractual cash flows adjusted for prepayments for certain loan types (e.g. residential mortgage loans and multifamily loans) and the use of a discount rate based on expected relative risk of the cash flows. The discount rate selected considers loan type, maturity date, a liquidity premium, cost to service, and cost of capital, which is a level3 fair value estimate.

Loans held for sale are measured using quoted market prices when available. If quoted market prices arenot available, comparable market values or discounted cash flow analyses* maybe utilized. The Company classifies these assets in level3* of the fair value hierarchy.

Deposit Liabilities – The fair values disclosed for noninterest-bearing demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). These noninterest-bearing deposits are classified in level2 of the fair value hierarchy. All interest-bearing deposits are classified in level3 of the fair value hierarchy. The carrying amounts of variable-rate accounts (for example interest-bearing checking, savings, and money market accounts), fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits.

Short-Term Borrowings – The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings approximate their fair values. The Company classifies these borrowings in level2 of the fair value hierarchy.

Long-Term Borrowings, including Junior Subordinated Debt Securities – The fair values of long-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The fair value of the Company’s long-term debt is therefore classified in level3 in the fair value hierarchy.

Subordinated Debt Securities – The fair value of subordinated debt is estimated based on current market rates on similar debt in the market. The Company classifies this debt in level2 of the fair value hierarchy.

Derivative Financial Instruments – The fair value measurement techniques and assumptions for derivative financial instruments is discussed earlier in the note.

The estimated fair values of the Company’s financial instruments at* December 31, 2023* and* December 31, 2022* are shown below (dollars in thousands).

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NOTE18. REGULATORY MATTERS

The Company and Bank are 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 financial statements. Under capital adequacy guidelines, the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Common Equity Tier1, and Tier1 capital (as defined in the regulations) to risk-weighted assets (as defined) and Tier1 capital to average assets (as defined).

As of* December 31, 2023and2022*, the Bank was considered well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum risk-based and Tier1 leverage capital ratios as set forth in the table below andnot be subject to a written agreement or order with regulators to maintain a specific capital level for any capital measure. There areno conditions or events since the regulatory framework for prompt corrective action was issued that management believes have changed the Bank’s category.

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The Company’s and the Bank’s actual capital amounts and ratios as of* December 31, 2023* and* December 31, 2022* are presented in the tables below (dollars in thousands).

The minimum ratios and amounts under the column for Capital Adequacy for December 31, 2023* and* December 31, 2022* reflect the minimum regulatory capital ratios imposed under Basel III plus the fully phased-in capital conservation buffer of 2.5%.

Applicable Federal statutes, regulations, and guidance impose restrictions on the amounts of dividends that* maybe declared by the Company and the Bank. In addition to the formal statutes, regulations, and guidance, regulatory authorities also consider the adequacy of the Company’s and the Bank’s total capital in relation to its assets, deposits, risk profile, and other such items and, as a result, capital adequacy considerations could further limit the availability of dividends from the Company and the Bank. The Company is also subject to dividend restrictions under the terms of its2029* Notes,2032 Notes, and junior subordinated debentures. See “Common Stock –* Dividend Restrictions*” in Note13. Stockholders’ Equity, for more information.

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NOTE19. COMMITMENTS AND CONTINGENCIES

Unfunded Commitments

The Company is a party to financial instruments with off-balance sheet risk entered into in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit consisting of loan commitments and standby letters of credit, which arenot included in the accompanying financial statements. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the allowance for credit losses on loans. At* December 31, 2023and2022*, the reserve for unfunded loan commitments was $0.3 million and $0.4 million, respectively, and is included in “Accrued taxes and other liabilities” in the accompanying consolidated balance sheets.

Commitments to extend credit are agreements to lend money with fixed expiration dates or termination clauses. The Company applies the same credit standards used in the lending process when extending these commitments, and periodically reassesses the customer’s creditworthiness through ongoing credit reviews. Since some commitments are expected to expire without being drawn upon, the total commitment amounts donot necessarily represent future cash requirements. Collateral is obtained based on the Company’s assessment of the transaction. Substantially all standby letters of credit issued have expiration dates withinone year.

The table below shows the amounts of the Company’s commitments to extend credit as of the dates presented (dollars in thousands).

Additionally, at* December 31, 2023*, the Company had unfunded commitments of $1.3 million for its investment in Small Business Investment Company qualified funds.

Insurance

The Company is obligated for certain costs associated with its insurance program for employee health. The Company is self-insured for a substantial portion of its potential claims. The Company recognizes its obligation associated with these costs, up to specified deductible limits, in the period in which a claim is incurred, including with respect to both reported claims and claims incurred butnot reported. The claims costs are estimated based on historical claims experience. The reserves for insurance claims are reviewed and updated by management on a quarterly basis.

Employment Agreements

On* August 1, 2020,the Company entered into an employment agreement with its Chief Executive Officer. The agreement provides that the executive shall receive a minimum annual base salary $510,000, shall be eligible for annual incentive compensation up to a certain percentage of the base salary, subject to the discretion and approval of the Company’s board of directors, and shall be entitled to the payment of severance benefits upon termination under specified circumstances. The employment agreement automatically renews for successiveone*-year periods unless written notice of non-renewal is given by either party to the other at leastninety (90) days prior to the expiration of the then-current term.

On* August 1, 2020,the Company entered into an employment agreement with its then-current Chief Financial Officer. The agreement provided that the executive would receive a minimum annual base salary $285,000, be eligible for annual incentive compensation up to a certain percentage of the base salary, subject to the discretion and approval of the Company’s board of directors and would be entitled to the payment of severance benefits upon termination under specified circumstances. On November 4,2022, the Company’s then-current Chief Financial Officer separated from the Company. The Company entered into a separation and release agreement with him, which provided that he would receive compensation and benefits due in connection with a termination due to “Disability” under the employment agreement and released the Company from any and all claims arising on or before November 4, 2022.*

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The nature of the business of the Company’s banking and other subsidiaries ordinarily results in a certain amount of claims, litigation, investigations, and legal and administrative cases and proceedings, which are considered incidental to the normal conduct of business. Some of these claims are against entities which the Company acquired in business acquisitions. The Company has asserted defenses to these claims and, with respect to such legal proceedings, intends to continue to defend itself, litigating or settling cases according to management’s judgment as to what is in the best interest of the Company and its shareholders.

The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in its consolidated financial statements. These legal reserves* maybe increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss isnot* probable or the amount of loss isnot estimable, the Company doesnot accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, the Company’s management believes that it has established appropriate legal reserves. If an accrual isnot made, and there is at least a reasonable possibility that a loss or additional loss* mayhave been incurred, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made. Any incremental liabilities arising from pending legal proceedings arenot* expected to have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations, or consolidated cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable,* may*be material to the Company’s consolidated financial position, consolidated results of operations, or consolidated cash flows.

As of the date of this filing, the Company believes the amount of losses associated with legal proceedings that it is reasonably possible to incur isnot material.

NOTE20. TRANSACTIONS WITH RELATED PARTIES

The Bank has made and expects in the future to continue to make in the ordinary course of business, loans to directors and executive officers of the Company and the Bank, their affiliated companies, and other related persons. In management’s opinion, these loans were made in the ordinary course of business at normal credit terms, including interest rate and collateral requirements, and donot represent more than normal credit risk. See Note3. Loans and Allowance for Credit Losses, for more information regarding lending transactions between the Bank and these related parties.

During2023 and2022, certain executive officers and directors of the Company and the Bank, including companies with which they are affiliated and other related persons, were deposit customers of the Bank. See Note8. Deposits, regarding total deposits outstanding to these related parties.

The Company has participated in transactions with related parties for which the Company believes the terms and conditions are comparable to terms that would have been available from athird party that was unaffiliated with the Company. The following describes transactions since* January**1,* 2021, in addition to the ordinary banking relationships described above, in which the Company has participated in whichone or more of its directors, executive officers, their affiliated companies, or other related persons had or will have a direct or indirect material interest.

The Company has engaged in a number of transactions with Joffrion Commercial Division, LLC (“JCD”), a commercial construction company owned and managed by Gordon H. Joffrion,one of the Company’s directors. For each transaction, the Company selected JCD through its public bidding process. The Company didnot make any payments to JCD during the years ended* December 31, 2023* or* December 31, 2022.The Company paid JCD approximately $0.1 million during the year ended December 31, 2021.*

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NOTE21. PARENT COMPANY ONLY FINANCIAL STATEMENTS

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NOTE22. EARNINGS PER SHARE

The following is a summary of the information used in the computation of basic and diluted earnings per common share for the years ended* December 31, 2023,*2022 and2021 (in thousands, except share data).

The weighted average number of shares that have an antidilutive effect in the calculation of diluted earnings per common share and have been excluded from the computations above are shown below.

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