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ALERUS FINANCIAL CORP

For the period ended Sep 30, 2024. Filed Oct 31, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 31, 2024

ALRS$34.45+1.9%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

Notes** to Consolidated Financial Statements (Unaudited)

NOTE 1 Basis of Presentation

The accompanying unaudited consolidated interim financial statements and notes thereto of the Company have been prepared in accordance with instructions for Form10-Q and, therefore, donot include all disclosures required by accounting principles generally accepted in the United States of America, or GAAP, for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated balance sheets of Alerus Financial Corporation, or the Company, as of* September 30, 2024* and* December 31, 2023*, the consolidated statements of income for thethree andnine months ended* September 30, 2024and2023*, consolidated statements of comprehensive income (loss) for thethree andnine months ended* September 30, 2024and2023*, the consolidated statements of changes in stockholders’ equity for thethree andnine months ended* September 30, 2024and2023*, and the consolidated statements of cash flows for thenine months ended* September 30, 2024and2023*.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is Alerus Financial, National Association, or the Bank. Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications didnot affect net income or stockholders’ equity. The results of operations for the interim periods arenot necessarily indicative of the results for the full year or any other period. The Company has also evaluated all subsequent events for potential recognition and disclosure through the date of the filing of this Quarterly Report on Form10-Q. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto as of and for the year ended* December 31, 2023*, included in the Company’s Annual Report on Form10-K filed with the SEC on* March 8, 2024.*

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of2012, or the JOBS Act, and* maytake advantage of certain exemptions from various reporting requirements that are applicable to public companies that arenot* emerging growth companies, including, butnot limited to,not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act of2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute paymentsnot previously approved. In addition, even if the Company complies with the greater obligations of public companies that arenot emerging growth companies, the Company* mayavail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following thefifth* anniversary of the date of thefirst sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission, or SEC, on* September 12, 2019; (2) the last day of the fiscal year in which the Company has$1.235* billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of1934, as amended, or the Exchange Act; or (4) the date on which the Company has, during the previousthree-year period, issued publicly or privately, more than*$1.0* billion in non-convertible debt securities. Management cannot predict if investors will find the Company’s common stock less attractive because it will rely on the exemptions available to emerging growth companies. If some investors find the Company’s common stock less attractive as a result, there* maybe a less active trading market for its common stock and the Company’s stock price maybe more volatile. The last year the Company qualifies as an emerging growth company is2024.*

Section107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act of1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

NOTE 2 Recent Accounting Pronouncements

The following Financial Accounting Standards Board, or FASB, Accounting Standards Updates, or ASUs, are divided into pronouncements which have been adopted by the Company since* January**1,* 2024, and those which arenot yet effective and have been evaluated or are currently being evaluated by management as of* September 30, 2024*.

Adopted Pronouncements

There have beenno new ASUs adopted by the Company since* January 1, 2024.*

PronouncementsNot Yet Effective

In* November 2023,the FASB issued guidance within ASU2023*-07, Segment Reporting (Topic280). The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures related to significant segment expenses. The amendments donot change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments, and all existing segment disclosure requirements in ASC280 and other Codification topics remain unchanged. The amendments in this update are incremental and require public entities that report segment information to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss as well as other segment items. Annual disclosure of the title and position of the chief operating decision maker and how the reported measures of segment profit or loss are used to assess performance and allocation of resources is also required.

The amendments in this update are effective for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024,*and are applied on a retrospective basis. The Company is currently evaluating the impact these amendments will have on its consolidated financial statements.

7

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. The amendments in this ASU related to the rate reconciliation and income taxes paid disclosures, to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction disclosures. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this ASU improve the effectiveness and comparability of disclosures by adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and removing disclosures thatno longer are considered cost beneficial or relevant. For public business entities, the amendments in this ASU are effective for annual periods beginning after* December 15, 2024.Early adoption is permitted for annual financial statements that havenot* yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is also permitted.

NOTE 3 Business Combinations

On* October 9, 2024,the Company completed the acquisition of HMN Financial, Inc. (“HMNF”) (Nasdaq: HMNF) and its wholly owned subsidiary, Home Federal Savings Bank (together, “Home Federal”). As a result of the transaction, HMNF merged with and into Alerus Financial Corporation, and Home Federal Savings Bank merged with and into Alerus Financial, National Association. The all-stock transaction was valued at approximately $128.8 million as of closing, based on the closing price of the Company’s common stock on October 8, 2024,*the trading day immediately preceding the closing of the merger, of $22.90.

Founded in1934, Home Federal had 12 branches in Minnesota andone branch in each of Iowa and Wisconsin. As of* June 30, 2024,*HMNF had, on a consolidated basis, $1.1 billion in total assets, which included approximately $876.6 million in loans and $199.0 million in investment securities, as well as $983.2 million in total deposits.

The transaction expanded the Company’s franchise into Rochester, Minnesota and represents the largest bank acquisition in the Company’s history. The Company’s acquisition of Home Federal is expected to provide earnings benefit, growth potential, synergies and economies of scale arising from the combination of Home Federal with the Company. With the addition of Home Federal, based on* June 30, 2024*amounts, the Company now has approximately $5.5 billion in total assets, $3.8 billion in total loans, $4.3 billion in total deposits, and $43.6 billion in assets under administration/management, with 29 locations across the Midwest, as well as Arizona.

The Company is in the process of determining the value of the acquired assets and liabilities, and, therefore,no estimated fair value adjustments are available as of* October 31, 2024*.

As a result of the transaction, stockholders of HMNF received 1.25 shares of the Company’s common stock for each share of HMNF common stock, resulting in the issuance of 5,547,658 shares of the Company’s common stock. The merger was structured to qualify as a tax-free reorganization for HMNF’s stockholders. Following the transaction, former stockholders of HMNF now hold approximately 21.9% of the Company’s outstanding common stock.

During thethree andnine months ended* September 30, 2024*, the Company incurred $1.7 million and $2.3 million, respectively, in pre-tax acquisition expenses related to the acquisition of HMNF, comprised of legal and professional fees included in professional fees and assessments expense in the consolidated statements of income.

NOTE 4 Investment Securities

Trading securities are reported on the Company’s consolidated balance sheet at fair value. As of* September 30, 2024*, the fair value of the Company’s trading securities was $2.7 million. There wereno trading securities as of* December 31, 2023*. Changes in fair value of trading securities are recorded in other noninterest income on the Company’s consolidated statements of income. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company’s deferred compensation plan for eligible employees, executives, and directors.

The following tables present amortized cost, gross unrealized gains and losses, allowance for credit losses, or ACL, and fair value of the available-for-sale, or AFS, investment securities and the amortized cost, gross unrealized gains and losses and fair value of held-to-maturity, or HTM, securities as of* September 30, 2024* and* December 31, 2023*:

AmortizedUnrealizedUnrealizedAllowance forFair
(dollars in thousands)CostGainsLossesCredit LossesValue
Available-for-sale
U.S. Treasury and agencies$739$2$(2)$—$739
Mortgage backed securities
Residential agency488,9152(74,529)—414,388
Commercial1,460—(59)—1,401
Asset backed securities20———20
Corporate bonds57,988—(8,533)—49,455
Total available-for-sale investment securities549,1224(83,123)—466,003
Held-to-maturity
Obligations of state and political agencies122,717—(9,124)81113,593
Mortgage backed securities
Residential agency159,333—(23,064)56136,269
Total held-to-maturity investment securities282,050—(32,188)137249,862
Total investment securities$831,172$4$(115,311)$137$715,865

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AmortizedUnrealizedUnrealizedAllowance forFair
(dollars in thousands)CostGainsLossesCredit LossesValue
Available-for-sale
U.S. Treasury and agencies$1,119$4$(3)—$1,120
Mortgage backed securities
Residential agency524,1401(88,547)—435,594
Commercial1,476—(123)—1,353
Asset backed securities26—(1)—25
Corporate bonds57,993—(9,349)—48,644
Total available-for-sale investment securities584,7545(98,023)—486,736
Held-to-maturity
Obligations of state and political agencies129,603—(12,613)114116,990
Mortgage backed securities
Residential agency170,125—(28,498)99141,627
Total held-to-maturity investment securities299,728—(41,111)213258,617
Total investment securities$884,482$5$(139,134)$213$745,353

The adequacy of the ACL on investment securities is assessed at the end of each quarter. The Company doesnot believe that the AFS debt securities that were in an unrealized loss position as of* September 30, 2024* represented a credit loss impairment. As of both* September 30, 2024* and* December 31, 2023*, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history ofzero credit loss. Additionally, there were corporate bonds in gross unrealized loss positions as of both* September 30, 2024* and* December 31, 2023*; however, all such bonds had an investment grade rating as of both* September 30, 2024* and* December 31, 2023*. Total gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, andnot due to the credit quality of the investment securities. The Company doesnot intend to sell the investment securities that were in an unrealized loss position and it isnot more likely thannot that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which* may*be at maturity.

The ACL on HTM debt securities is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Using a probability of default and loss given default analysis, the ACL on HTM debt securities was $137 thousand and $213 thousand as of* September 30, 2024* and* December 31, 2023*, respectively. The change in the ACL on HTM debt securities was due to a change in the provision for credit losses, withno charge-offs or recoveries for thethree andnine months ended* September 30, 2024*.

Accrued interest receivable on AFS investment securities and HTM investment securities is recorded in accrued interest receivable and is excluded from the estimate of credit losses. As of* September 30, 2024*, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $1.6 million and $0.9 million, respectively. As of* December 31, 2023*, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $1.5 million and $1.4 million, respectively.

The Company hadno sales or calls of AFS investment securities for thethree andnine months ended* September 30, 2024and2023*.

The Company hadno sales of HTM investment securities for thethree andnine months ended* September 30, 2024and2023*.

The following tables present investment securities with gross unrealized losses, for which an ACL wasnot recorded at* September 30, 2024* and* December 31, 2023*, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position:

Less than 12 Months · Over 12 Months · Total
Number ofUnrealizedFairUnrealizedFairUnrealizedFair
(dollars in thousands)HoldingsLossesValueLossesValueLossesValue
Available-for-sale
U.S. Treasury and agencies1$(2)$370$—$—$(2)$370
Mortgage backed securities
Residential agency108——(74,529)414,315(74,529)414,315
Commercial1——(59)1,401(59)1,401
Asset backed securities3———20—20
Corporate bonds12——(8,533)49,455(8,533)49,455
Total available-for-sale investment securities125$(2)$370$(83,121)$465,191$(83,123)$465,561
Less than 12 Months · Over 12 Months · Total
Number ofUnrealizedFairUnrealizedFairUnrealizedFair
(dollars in thousands)HoldingsLossesValueLossesValueLossesValue
Available-for-sale
U.S. Treasury and agencies1$(3)$489$—$—$(3)$489
Mortgage backed securities
Residential agency112—43(88,547)435,505(88,547)435,548
Commercial1——(123)1,353(123)1,353
Asset backed securities3——(1)25(1)25
Corporate bonds12——(9,349)48,644(9,349)48,644
Total available-for-sale investment securities129$(3)$532$(98,020)$485,527$(98,023)$486,059

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As of* September 30, 2024* and* December 31, 2023*, none of the Company’s HTM debt securities were past due or on nonaccrual status. The Company didnot recognize any interest income on nonaccrual HTM debt securities during thethree months ended* September 30, 2024and2023*.

The following table presents the carrying value and fair value of HTM investment securities and the amortized cost and fair value of AFS investment securities as of* September 30, 2024*, by contractual maturity:

Held-to-maturity · Available-for-sale
CarryingFairAmortizedFair
(dollars in thousands)ValueValueCostValue
Due within one year or less$8,282$8,203$—$—
Due after one year through five years56,38553,1221,8381,778
Due after five years through ten years48,04243,32357,99249,460
Due after 10 years10,0088,945377377
122,717113,59360,20751,615
Mortgage-backed securities
Residential agency159,333136,269488,915414,388
Total investment securities$282,050$249,862$549,122$466,003

Expected maturities will differ from contractual maturities because issuers* may*have the right to call or prepay obligations with or without call or prepayment penalties.

Investment securities with a total carrying value of $335.9 million and $250.0 million were pledged as of* September 30, 2024* and* December 31, 2023*, respectively, to secure public deposits and for other purposes required or permitted by law.

As of* September 30, 2024* and* December 31, 2023*, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines, or FHLB, stock was as follows:

September 30,December 31,
(dollars in thousands)20242023
Federal Reserve$4,623$4,623
FHLB13,75716,566

These securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.

Visa Class B Restricted Shares

In2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A common shares. This conversion willnot occur until the settlement of certain litigation which will be indemnified by Visa members, including the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account be insufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank’s Class B conversion ratio to unrestricted Class A shares. As of* September 30, 2024*, the conversion ratio was 1.5875. Based on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 6,924 Class B shares (10,992 Class A equivalents) that the Company owned as of* September 30, 2024* and* December 31, 2023*, were carried at azero cost basis.

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NOTE 5 Loans and Allowance for Credit Losses

The following table presents total loans outstanding, by portfolio segment, as of* September 30, 2024* and* December 31, 2023*:

September 30,December 31,
(dollars in thousands)20242023
Commercial
Commercial and industrial$606,245$562,180
Commercial real estate
Construction, land and development173,629124,034
Multifamily275,377245,103
Non-owner occupied686,071569,354
Owner occupied296,366271,623
Total commercial real estate1,431,4431,210,114
Agricultural
Land45,82140,832
Production39,43636,141
Total agricultural85,25776,973
Total commercial2,122,9451,849,267
Consumer
Residential real estate
First lien690,451697,900
Construction11,80828,979
HELOC134,301118,315
Junior lien36,44535,819
Total residential real estate873,005881,013
Other consumer36,39329,303
Total consumer909,398910,316
Total loans$3,032,343$2,759,583

Total loans included net deferred loan fees and costs of $601 thousand and $248 thousand at* September 30, 2024* and* December 31, 2023*, respectively. Unearned discounts associated with the acquisition of Metro Phoenix Bank totaled $3.8 million and $5.1 million as of* September 30, 2024* and* December 31, 2023*, respectively.

Accrued interest receivable on loans is recorded within accrued interest receivable, and totaled $13.4 million at* September 30, 2024* and $12.2 million at* December 31, 2023*.

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure:

●The Credit Risk team, Collection and Special Assets team and the Credit Governance Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company’s systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan rating system.
●The Loan Committee is responsible for reviewing and approving all credit requests that exceed individual limits that have not been countersigned by an individual with sufficient assigned authority. This committee has full authority to commit the Bank to any request that fits within its assigned approval authority.
●The adequacy of the ACL is overseen by the ACL Governance Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking. The ACL Governance Committee supports the oversight efforts of the Board of Directors.
●The Board of Directors has approval authority and responsibility for all matters regarding loan policy, reviews all loans approved or declined by the Loan Committee, approves lending authority and monitors asset quality and concentration levels.
●The ACL Governance Committee and Bank Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Loans with a carrying value of $2.1 billion and $1.6 billion as of* September 30, 2024* and* December 31, 2023*, respectively, were pledged to secure public deposits, and for other purposes required or permitted by law.

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ACL on Loans

The following tables present, by loan portfolio segment, a summary of the changes in the ACL on loans for thethree andnine months ended* September 30, 2024and2023*:

BeginningProvision forLoanLoanEnding
(dollars in thousands)BalanceCredit Losses(1)Charge-offsRecoveriesBalance
Commercial
Commercial and industrial$6,234$660$(246)$153$6,801
Commercial real estate
Construction, land and development10,820(447)——10,373
Multifamily2,430161——2,591
Non-owner occupied8,772(260)——8,512
Owner occupied2,280233(98)142,429
Total commercial real estate24,302(313)(98)1423,905
Agricultural
Land259(2)—20277
Production185(3)——182
Total agricultural444(5)—20459
Total commercial30,980342(344)18731,165
Consumer
Residential real estate
First lien5,36674——5,440
Construction458(355)——103
HELOC88668——954
Junior lien314807——1,121
Total residential real estate7,024594——7,618
Other consumer328190(161)2359
Total consumer7,352784(161)27,977
Total$38,332$1,126$(505)$189$39,142
(1)The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $549 thousand related to off-balance sheet credit exposure and ($14) thousand related to HTM investment securities.
BeginningProvision forLoanLoanEnding
(dollars in thousands)BalanceCredit Losses(1)Charge-offsRecoveriesBalance
Commercial
Commercial and industrial$9,705$(159)$(3,140)$395$6,801
Commercial real estate
Construction, land and development6,1354,238——10,373
Multifamily1,776815——2,591
Non-owner occupied7,726786——8,512
Owner occupied2,44973(127)342,429
Total commercial real estate18,0865,912(127)3423,905
Agricultural
Land96161—20277
Production8498——182
Total agricultural180259—20459
Total commercial27,9716,012(3,267)44931,165
Consumer
Residential real estate
First lien6,087(647)——5,440
Construction485(382)——103
HELOC835119——954
Junior lien264786(3)741,121
Total residential real estate7,671(124)(3)747,618
Other consumer201307(174)25359
Total consumer7,872183(177)997,977
Total$35,843$6,195$(3,444)$548$39,142
(1)The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $31 thousand related to off-balance sheet credit exposure and ($76) thousand related to HTM investment securities.

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BeginningProvision forLoanLoanEnding
(dollars in thousands)BalanceCredit LossesCharge-offsRecoveriesBalance
Commercial
Commercial and industrial$8,170$93$(134)$456$8,585
Commercial real estate
Construction, land and development3,731770—2514,752
Multifamily1,991(25)——1,966
Non-owner occupied8,555(198)——8,357
Owner occupied2,894(148)—112,757
Total commercial real estate17,171399—26217,832
Agricultural
Land138(22)——116
Production103(5)——98
Total agricultural241(27)——214
Total commercial25,582465(134)71826,631
Consumer
Residential real estate
First lien7,571(317)(9)—7,245
Construction785(22)——763
HELOC1,117(54)—31,066
Junior lien330(6)——324
Total residential real estate9,803(399)(9)39,398
Other consumer311(66)(8)24261
Total consumer10,114(465)(17)279,659
Total$35,696$—$(151)$745$36,290
BeginningAdoptionProvision forLoanLoanEnding
(dollars in thousands)Balanceof ASC 326Credit Losses(1)Charge-offsRecoveriesBalance
Commercial
Commercial and industrial$8,690$(535)$(126)$(394)$950$8,585
Commercial real estate
Construction, land and development1,4582,551492—2514,752
Multifamily1,062(162)1,066——1,966
Non-owner occupied7,5431,344(530)——8,357
Owner occupied4,188(1,324)(140)—332,757
Total commercial real estate14,2512,409888—28417,832
Agricultural
Land281(86)(80)—1116
Production250(76)(76)——98
Total agricultural531(162)(156)—1214
Total commercial23,4721,712606(394)1,23526,631
Consumer
Residential real estate
First lien5,4951,800(43)(9)27,245
Construction345468(50)——763
HELOC9515950—61,066
Junior lien352(85)85(77)49324
Total residential real estate7,1432,24242(86)579,398
Other consumer531(97)(188)(36)51261
Total consumer7,6742,145(146)(122)1089,659
Total$31,146$3,857$460$(516)$1,343$36,290
(1)The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $44 thousand related to off-balance sheet credit exposure and $46 thousand related to HTM investment securities.

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The ACL on loans at* September 30, 2024* was $39.1 million, an increase of $3.3 million, or 9.2%, from* December 31, 2023*. The increase was primarily due to an increase of $4.2 million in the provision for credit losses on construction, land and development loans. This increase was primarily due to organic loan growth and an increased reserve related to an individually evaluated construction, land and development loan. This was partially offset by a decreased ACL for commercial and industrial loans and residential real estate (“RRE”) loans. This decrease was primarily driven by a $2.6 million charge-off ofone commercial and industrial loan in thesecond quarter of2024.

Credit Concentrations

The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations* mayoccasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and industrial and owner occupied real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes and state and county codes. Property type coding is used for investment real estate. There wereno* industry concentrations exceeding10% of the Company’s total loan portfolio as of* September 30, 2024*.

Credit Quality Indicators

The Company’s consumer loan portfolio is primarily comprised of secured loans that are evaluated at origination on a centralized basis against standardized underwriting criteria. The Company generally doesnot risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Credit quality for the consumer loan portfolio is measured by delinquency rates, nonaccrual amounts and actual losses incurred. These loans are rated as either performing or nonperforming.

The Company assigns a risk rating to all commercial loans, except pools of homogeneous loans, and performs detailed internal and external reviews of risk rated loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by the Company’s regulators. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which the borrowers operate and the estimated fair values of collateral securing the loans. These credit quality indicators are used to assign a risk rating to each individual loan.

The Company’s ratings are aligned to pass and criticized categories. The criticized category includes special mention, substandard, and doubtful risk ratings. The risk ratings are defined as follows:

●Pass: A pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention.
●Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
●Substandard: Loans classified as substandard are not adequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well‑defined weakness, or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
●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 repayment 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 charged off immediately.

14

The following tables set forth the amortized cost basis of loans by credit quality indicator and vintage based on the most recent analysis performed, as of* September 30, 2024* and* December 31, 2023*:

Revolving
(dollars in thousands) · Term Loans Amortized Cost Basis by Origination Year · Loans Amortized
As of September 30, 202420242023202220212020PriorCost BasisTotal
Commercial and industrial
Pass$139,653$147,857$63,749$40,651$50,753$38,881$90,695$572,239
Special mention—515—9,368—619210,081
Substandard—4,448—4,0273,0622,00910,37923,925
Doubtful————————
Subtotal$139,653$152,820$63,749$54,046$53,815$40,896$101,266$606,245
Gross charge-offs for the period ended$—$191$—$—$2,668$281$—$3,140
CRE − Construction, land and development
Pass$47,796$58,373$25,508$1,263$—$1,652$14,032$148,624
Special mention————————
Substandard1,139—23,866————25,005
Doubtful————————
Subtotal$48,935$58,373$49,374$1,263$—$1,652$14,032$173,629
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
CRE − Multifamily
Pass$24,189$57,051$110,246$18,525$31,639$20,484$134$262,268
Special mention————12,807——12,807
Substandard—————302—302
Doubtful————————
Subtotal$24,189$57,051$110,246$18,525$44,446$20,786$134$275,377
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
CRE − Non-owner occupied
Pass$110,526$154,417$146,842$56,666$60,671$132,675$64$661,861
Special mention———7,032—1,0984,57812,708
Substandard———7,788—3,714—11,502
Doubtful————————
Subtotal$110,526$154,417$146,842$71,486$60,671$137,487$4,642$686,071
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
CRE − Owner occupied
Pass$52,339$32,986$49,367$42,406$28,424$76,053$1,798$283,373
Special mention———944—336—1,280
Substandard—2442,6352,437—6,397—11,713
Doubtful————————
Subtotal$52,339$33,230$52,002$45,787$28,424$82,786$1,798$296,366
Gross charge-offs for the period ended$—$—$29$—$—$98$—$127
Agricultural − Land
Pass$8,423$5,653$12,726$4,504$5,461$6,502$82$43,351
Special mention————————
Substandard—3042,166————2,470
Doubtful————————
Subtotal$8,423$5,957$14,892$4,504$5,461$6,502$82$45,821
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Agricultural − Production
Pass$6,913$6,178$4,709$493$1,294$599$17,915$38,101
Special mention————————
Substandard——1,335————1,335
Doubtful————————
Subtotal$6,913$6,178$6,044$493$1,294$599$17,915$39,436
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Residential real estate − First lien
Performing$17,117$69,102$191,133$204,117$100,781$106,253$—$688,503
Nonperforming—579—301121,056—1,948
Subtotal$17,117$69,681$191,133$204,418$100,793$107,309$—$690,451
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Residential real estate − Construction
Performing$4,035$1,796$—$1,297$—$—$—$7,128
Nonperforming——4,680————4,680
Subtotal$4,035$1,796$4,680$1,297$—$—$—$11,808
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Residential real estate − HELOC
Performing$2,712$6,392$6,103$1,199$968$1,398$114,041$132,813
Nonperforming—————1381,3501,488
Subtotal$2,712$6,392$6,103$1,199$968$1,536$115,391$134,301
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Residential real estate − Junior lien
Performing$3,942$9,803$7,643$4,304$2,865$3,937$200$32,694
Nonperforming1,775—300107—1,569—3,751
Subtotal$5,717$9,803$7,943$4,411$2,865$5,506$200$36,445
Gross charge-offs for the period ended$—$—$—$—$—$3$—$3
Other consumer
Performing$7,452$3,662$4,732$418$2,236$849$16,754$36,103
Nonperforming——272—711—290
Subtotal$7,452$3,662$5,004$418$2,243$860$16,754$36,393
Gross charge-offs for the period ended$—$6$3$150$4$11$—$174
Total loans$428,011$559,360$658,012$407,847$300,980$405,919$272,214$3,032,343
Gross charge-offs for the period ended$—$197$32$150$2,672$393$—$3,444

15

Revolving
(dollars in thousands) · Term Loans Amortized Cost Basis by Origination Year · Loans Amortized
As of December 31, 202320232022202120202019PriorCost BasisTotal
Commercial and industrial
Pass$189,643$83,233$66,837$62,367$31,859$14,879$83,522$532,340
Special mention————————
Substandard4644,8442366,328942,51315,36129,840
Doubtful————————
Subtotal$190,107$88,077$67,073$68,695$31,953$17,392$98,883$562,180
Gross charge-offs for the period ended$39$—$49$11$247$90$—$436
CRE − Construction, land and development
Pass$29,902$57,944$14,326$122$—$952$121$103,367
Special mention————————
Substandard—20,667—————20,667
Doubtful————————
Subtotal$29,902$78,611$14,326$122$—$952$121$124,034
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
CRE − Multifamily
Pass$71,994$67,368$16,637$48,643$24,581$15,435$135$244,793
Special mention————————
Substandard—————310—310
Doubtful————————
Subtotal$71,994$67,368$16,637$48,643$24,581$15,745$135$245,103
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
CRE − Non-owner occupied
Pass$154,813$127,550$79,046$62,857$69,269$69,680$5,121$568,336
Special mention————————
Substandard————875143—1,018
Doubtful————————
Subtotal$154,813$127,550$79,046$62,857$70,144$69,823$5,121$569,354
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
CRE − Owner occupied
Pass$39,030$55,337$41,623$36,339$22,340$66,574$2,538$263,781
Special mention—————262—262
Substandard—5872,872—2,8151,306—7,580
Doubtful————————
Subtotal$39,030$55,924$44,495$36,339$25,155$68,142$2,538$271,623
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Agricultural − Land
Pass$6,424$15,294$4,721$5,958$672$7,763$—$40,832
Special mention————————
Substandard————————
Doubtful————————
Subtotal$6,424$15,294$4,721$5,958$672$7,763$—$40,832
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Agricultural − Production
Pass$7,890$5,858$854$1,904$2,744$174$16,717$36,141
Special mention————————
Substandard————————
Doubtful————————
Subtotal$7,890$5,858$854$1,904$2,744$174$16,717$36,141
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Residential real estate − First lien
Performing$61,201$190,749$217,146$108,100$33,102$87,213$284$697,795
Nonperforming—————105—105
Subtotal$61,201$190,749$217,146$108,100$33,102$87,318$284$697,900
Gross charge-offs for the period ended$—$—$9$—$—$—$—$9
Residential real estate − Construction
Performing$10,978$16,428$1,573$—$—$—$—$28,979
Nonperforming————————
Subtotal$10,978$16,428$1,573$—$—$—$—$28,979
Gross charge-offs for the period ended$—$—$—$—$—$—$—$—
Residential real estate − HELOC
Performing$7,470$6,835$789$1,184$308$1,341$100,388$118,315
Nonperforming————————
Subtotal$7,470$6,835$789$1,184$308$1,341$100,388$118,315
Gross charge-offs for the period ended$—$—$—$—$—$40$—$40
Residential real estate − Junior lien
Performing$10,938$8,820$5,157$3,673$1,461$3,939$50$34,038
Nonperforming——————1,7811,781
Subtotal$10,938$8,820$5,157$3,673$1,461$3,939$1,831$35,819
Gross charge-offs for the period ended$—$—$—$—$—$77$—$77
Other consumer
Performing$5,320$6,395$980$4,489$1,554$952$9,613$29,303
Nonperforming————————
Subtotal$5,320$6,395$980$4,489$1,554$952$9,613$29,303
Gross charge-offs for the period ended$4$2$—$31$6$8$—$51
Total loans$596,067$667,909$452,797$341,964$191,674$273,541$235,631$2,759,583
Gross charge-offs for the period ended$43$2$58$42$253$215$—$613

16

Past Due and Nonaccrual Loans

The Company closely monitors the performance of its loan portfolio. A loan is placed on nonaccrual status when the financial condition of the borrower is deteriorating, payment in full of both principal and interest isnot expected as scheduled or principal or interest has been in default for90 days or more. Exceptions* maybe made if the asset is secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is reasonably assured. Whenone* loan to a borrower is placed on nonaccrual status, all other loans to the borrower are re-evaluated to determine if they should also be placed on nonaccrual status. All previously accrued and unpaid interest is reversed at that time. A loan will return to accrual when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period, generally at leastsix months.

The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of* September 30, 2024* and* December 31, 2023*:

90 Days
Accruing · 30 - 59 Days · 60 - 89 Days · or More · Total
(dollars in thousands)CurrentPast DuePast DuePast DueNonaccrualLoans
Commercial
Commercial and industrial$600,976$1,807$397$—$3,065$606,245
Commercial real estate
Construction, land and development148,624———25,005173,629
Multifamily275,377————275,377
Non-owner occupied677,2663,588——5,217686,071
Owner occupied293,8513——2,512296,366
Total commercial real estate1,395,1183,591——32,7341,431,443
Agricultural
Land45,821————45,821
Production39,366———7039,436
Total agricultural85,187———7085,257
Total commercial2,081,2815,398397—35,8692,122,945
Consumer
Residential real estate
First lien687,874151478—1,948690,451
Construction7,128———4,68011,808
HELOC132,07765581—1,488134,301
Junior lien32,6531724—3,75136,445
Total residential real estate859,732823583—11,867873,005
Other consumer36,007888—29036,393
Total consumer895,739911591—12,157909,398
Total$2,977,020$6,309$988$—$48,026$3,032,343
90 Days
Accruing · 30 - 59 Days · 60 - 89 Days · or More · Total
(dollars in thousands)CurrentPast DuePast DuePast DueNonaccrualLoans
Commercial
Commercial and industrial$554,602$844$—$139$6,595$562,180
Commercial real estate
Construction, land and development124,034————124,034
Multifamily245,103————245,103
Non-owner occupied569,26787———569,354
Owner occupied270,46741——1,115271,623
Total commercial real estate1,208,871128——1,1151,210,114
Agricultural
Land40,832————40,832
Production36,06180———36,141
Total agricultural76,89380———76,973
Total commercial1,840,3661,052—1397,7101,849,267
Consumer
Residential real estate
First lien695,807901554—638697,900
Construction28,979————28,979
HELOC117,540597——178118,315
Junior lien35,68069——7035,819
Total residential real estate878,0061,567554—886881,013
Other consumer29,08617047——29,303
Total consumer907,0921,737601—886910,316
Total$2,747,458$2,789$601$139$8,596$2,759,583

17

In calculating expected credit losses, the Company includes loans on nonaccrual status and loans90 days or more past due and still accruing. The following tables present the amortized cost basis on nonaccrual status loans and loans90 days or more past due and still accruing as of* September 30, 2024* and* December 31, 2023*:

90 Days
Nonaccrual · or More
with no Allowance · Past Due
(dollars in thousands)for Credit LossesNonaccrualand Accruing
Commercial
Commercial and industrial$2,790$3,065$—
Commercial real estate
Construction, land and development—25,005—
Multifamily———
Non-owner occupied5,2175,217—
Owner occupied1,7812,512—
Total commercial real estate6,99832,734—
Agricultural
Land———
Production7070—
Total agricultural7070—
Total commercial9,85835,869—
Consumer
Residential real estate
First lien1,9411,948—
Construction4,6804,680—
HELOC1381,488—
Junior lien1,8943,751—
Total residential real estate8,65311,867—
Other consumer—290—
Total consumer8,65312,157—
Total$18,511$48,026$—
90 Days
Nonaccrual · or More
with no Allowance · Past Due
(dollars in thousands)for Credit LossesNonaccrualand Accruing
Commercial
Commercial and industrial$79$6,595$139
Commercial real estate
Construction, land and development———
Multifamily———
Non-owner occupied———
Owner occupied951,115—
Total commercial real estate951,115—
Agricultural
Land———
Production———
Total agricultural———
Total commercial1747,710139
Consumer
Residential real estate
First lien632638—
Construction———
HELOC115178—
Junior lien7070—
Total residential real estate817886—
Other consumer———
Total consumer817886—
Total$991$8,596$139

Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for thethree months ended* September 30, 2024and2023*, is estimated to have been $1.9 million and $186 thousand, respectively.

The Company’s policy is to reverse previously recorded interest income when a loan is placed on nonaccrual status. As a result, the Company didnot record any interest income on its nonaccrual loans for thethree months ended* September 30, 2024* or2023. At* September 30, 2024* and* December 31, 2023*, total accrued interest receivable on loans, which had been excluded from reported amortized cost basis on loans, was $13.4 million and $12.2 million, respectively, and was reported within accrued interest receivable on the consolidated statements of condition. An allowance wasnot carried on the accrued interest receivable at either date.

18

In cases where a borrower experiences financial difficulty, the Company* maymake certain concessions for which the terms of the loan are modified. Loans experiencing financial difficulty can include modifications for an interest rate reduction below current market rates, a forgiveness of principal balance, an extension of the loan term, an-other than significant payment delay, or some combination of similar types of modifications. During both thethree* andnine months ended* September 30, 2024and2023*, the Company didnot provide any modifications to loans under these circumstances that were experiencing financial difficulty.

The following tables present the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans, as of* September 30, 2024* and* December 31, 2023*:

Primary Type of Collateral
Allowance for
(dollars in thousands)Real estateEquipmentOtherTotalCredit Losses
Commercial
Commercial and industrial$2,790$76$—$2,866$76
Commercial real estate
Construction, land and development25,005——25,0054,984
Multifamily—————
Non-owner occupied5,217——5,217—
Owner occupied864——864298
Total commercial real estate31,086——31,0865,282
Agricultural
Land—————
Production—70—70—
Total agricultural—70—70—
Total commercial33,876146—34,0225,358
Consumer
Residential real estate
First lien1,948——1,9483
Construction4,680——4,680—
HELOC1,529——1,52954
Junior lien3,745——3,745825
Total residential real estate11,902——11,902882
Other consumer——28028047
Total consumer11,902—28012,182929
Total$45,778$146$280$46,204$6,287
Primary Type of Collateral
Allowance for
(dollars in thousands)Real estateEquipmentOtherTotalCredit Losses
Commercial
Commercial and industrial$6,124$—$—$6,124$2,384
Commercial real estate
Construction, land and development—————
Multifamily————
Non-owner occupied————
Owner occupied69596791601
Total commercial real estate695—96791601
Agricultural
Land—————
Production—————
Total agricultural—————
Total commercial6,819—966,9152,985
Consumer
Residential real estate
First lien638——6383
Construction————
HELOC6422—86—
Junior lien70—931636
Total residential real estate77222938879
Other consumer—————
Total consumer77222938879
Total$7,591$22$189$7,802$2,994

Collateral dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral when there areno other available and reliable sources of repayment.

19

NOTE 6 Land, Premises and Equipment, Net

Components of land, premises and equipment at* September 30, 2024* and* December 31, 2023* were as follows:

September 30,December 31,
(dollars in thousands)20242023
Land (1)$2,775$4,542
Buildings and improvements (1)22,09628,172
Leasehold improvements2,6572,657
Furniture, fixtures, and equipment36,51934,086
64,04769,457
Less accumulated depreciation(45,257)(51,517)
Total$18,790$17,940
(1)Excludes assets held for sale.

Depreciation expense was $0.7 million and $0.6 million for thethree months ended* September 30, 2024and2023*, respectively. Depreciation expense was $2.1 million and $1.9 million for thenine months ended* September 30, 2024and2023*, respectively.

On* July 1, 2024,the Company entered into a purchase agreement to sell its South Fargo branch in Fargo, North Dakota. At June 30, 2024,the facility included assets with a carrying value of approximately $1.7 million. The sale of this facility during2024* is likely, and the Company expects to record a gain on the sale upon closing, since the agreed upon purchase price of $5.1 million is greater than the property’s carrying value. The Company’s West Fargo, North Dakota branch is listed for sale for $3.8 million and is expected to sell within the next12 months. At* September 30, 2024,the facility included assets with a carrying value of approximately $0.4 million. The Company expects to record a gain on the sale upon closing, as the expected sale price is greater than the property’s carrying value. Total assets held for sale by the Company at September 30, 2024* were $2.1 million and was included in other assets on the Company’s consolidated balance sheet andnot included in the table above.

NOTE 7 Goodwill and Other Intangible Assets

The following table summarizes the carrying amount of goodwill, by segment, as of* September 30, 2024* and* December 31, 2023*:

September 30,December 31,
(dollars in thousands)20242023
Banking$35,260$35,260
Retirement and benefit services11,52311,523
Total goodwill$46,783$46,783

Goodwill is evaluated for impairment on an annual basis, at a minimum, and more frequently when the economic environment warrants. The Company determined that there wasno goodwill impairment as of* September 30, 2024*.

The gross carrying amount and accumulated amortization for each type of identifiable intangible asset, as of* September 30, 2024* and* December 31, 2023*, were as follows:

September 30, 2024December 31, 2023
(dollars in thousands)Gross Carrying AmountAccumulated AmortizationTotalGross Carrying AmountAccumulated AmortizationTotal
Identifiable customer intangibles$41,423$(32,982)$8,441$41,423$(29,959)$11,464
Core deposit intangible assets7,592(2,847)4,7457,592(1,898)5,694
Total intangible assets$49,015$(35,829)$13,186$49,015$(31,857)$17,158

Amortization of intangible assets was $1.3 million for both thethree months ended* September 30, 2024and2023*. Amortization of intangible assets was $4.0 million for both thenine months ended* September 30, 2024and2023*.

NOTE 8 Loan Servicing

Loans serviced for others arenot included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled $181.8 million and $190.0 million as of* September 30, 2024* and* December 31, 2023*, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on an accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.

20

The following table summarizes the Company’s activity related to servicing rights for thethree andnine months ended* September 30, 2024and2023*:

Three months ended · Nine Months Ended
September 30,September 30,
(dollars in thousands)2024202320242023
Servicing Assets:
Balance at beginning of period$1,963$2,351$2,052$2,643
Additions, net of valuation reserve (1)225210358236
Amortization (2)(105)(140)(327)(458)
Balance at end of period2,0832,4212,0832,421
Less valuation reserve (3)(209)(207)(209)(207)
Balance at end of period, net of valuation reserve$1,874$2,214$1,874$2,214
Fair value, beginning of period$2,082$2,351$2,062$2,643
Fair value, end of period$1,874$2,269$1,874$2,269
(1)Associated income was reported within mortgage banking income, net on the consolidated statements of income.
(2)Associated amortization expense was reported within other noninterest income on the consolidated statements of income.
(3)Associated valuation reserve was reported within mortgage and lending expenses on the consolidated statements of income.

The following is a summary of key data and assumptions used in the valuation of servicing rights as of* September 30, 2024* and* December 31, 2023*. Increases or decreases in anyone of these assumptions would result in lower or higher fair value measurements.

September 30,December 31,
(dollars in thousands)20242023
Fair value of servicing rights$1,874$2,062
Weighted-average remaining term, years19.118.8
Prepayment speeds10.1%6.2%
Discount rate10.5%11.1%

NOTE 9 Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of an identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee are comprised of real property for offices and office equipment rentals with terms extending through2037. Portions of certain properties are subleased for terms extending through* July**2025.* Substantially all of the Company’s leases are classified as operating leases. The Company hasno existing finance leases.

The Company electednot to include short-term leases (i.e., leases with initial terms oftwelve months or less), or equipment leases (deemed immaterial) on the consolidated financial statements. The following table presents the classification of the Company’s right-of-use, or ROU, assets and lease liabilities on the consolidated financial statements as of* September 30, 2024* and* December 31, 2023*:

September 30, · December 31,
(dollars in thousands) · 2024 · 2023
Lease Right-of-Use Assets · Classification
Operating lease right-of-use assetsOperating lease right-of-use assets$9,268$5,436
Lease Liabilities
Operating lease liabilitiesOperating lease liabilities$9,643$5,751

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often includeone or more options to renew at the Company’s discretion. If at lease inception the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate. For the Company’s only finance lease, the Company utilized its incremental borrowing rate at lease inception.

September 30,December 31,
20242023
Weighted-average remaining lease term, years
Operating leases12.17.3
Weighted-average discount rate
Operating leases4.47%3.9%

As the Company elected, for all classes of underlying assets,not to separate lease and non‑lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Variable lease cost also includes payments for usage or maintenance of those capitalized equipment operating leases.

21

The following table presents lease costs and other lease information for thethree andnine months ended* September 30, 2024and2023*:

Three months ended · Nine Months Ended
September 30,September 30,
(dollars in thousands)2024202320242023
Lease costs
Operating lease cost$500$503$1,404$1,438
Variable lease cost269219741918
Short-term lease cost5446158128
Finance lease cost
Interest on lease liabilities————
Amortization of right-of-use assets————
Sublease income(47)(50)(146)(169)
Net lease cost$776$718$2,157$2,315
Other information
Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases$549$499$1,469$1,275
Right-of-use assets obtained in exchange for new operating lease liabilities5,136(1,240)5,2441,938

Future minimum payments for finance and operating leases with initial or remaining terms ofone year or more as of* September 30, 2024* were as follows:

Operating
(dollars in thousands)Leases
Twelve months ended
September 30, 2025$1,747
September 30, 20261,574
September 30, 20271,470
September 30, 2028970
September 30, 2029758
Thereafter8,309
Total future minimum lease payments$14,828
Amounts representing interest(5,185)
Total operating lease liabilities$9,643

NOTE 10 Deposits

The components of deposits in the consolidated balance sheets as of* September 30, 2024* and* December 31, 2023* were as follows:

September 30,December 31,
(dollars in thousands)20242023
Noninterest-bearing$657,547$728,082
Interest-bearing
Interest-bearing demand1,034,694840,711
Savings accounts75,67582,485
Money market savings1,067,1871,032,771
Time deposits488,447411,562
Total interest-bearing2,666,0032,367,529
Total deposits$3,323,550$3,095,611

Certificates of deposit in excess of*$250,000* totaled $170.9 million and $121.8 million at* September 30, 2024* and* December 31, 2023*, respectively.

NOTE 11 Short‑Term Borrowings

Short-term borrowings at* September 30, 2024* and* December 31, 2023* consisted of the following:

September 30,December 31,
(dollars in thousands)20242023
Fed funds purchased$44,700$114,170
FHLB short-term advances200,000200,000
Total$244,700$314,170

22

NOTE 12 Long‑Term Debt

Long‑term debt as of* September 30, 2024* and* December 31, 2023* consisted of the following:

Period End
Face · Carrying · Interest · Maturity
(dollars in thousands)ValueValueInterest RateRateDateCall Date
Subordinated notes payable$50,000$50,000Fixed3.50%3/30/20313/31/2026
Junior subordinated debenture (Trust I)4,1243,616Three-month CME SOFR + 0.26% + 3.10%8.02%6/26/20336/26/2008
Junior subordinated debenture (Trust II)6,1865,425Three-month CME SOFR + 0.26% + 1.80%7.01%9/15/20369/15/2011
Total long-term debt$60,310$59,041
Period End
Face · Carrying · Interest · Maturity
(dollars in thousands)ValueValueInterest RateRateDateCall Date
Subordinated notes payable$50,000$50,000Fixed3.50%3/30/20313/31/2026
Junior subordinated debenture (Trust I)4,1243,583Three-month CME SOFR + 0.26% + 3.10%8.72%6/26/20336/26/2008
Junior subordinated debenture (Trust II)6,1865,373Three-month CME SOFR + 0.26% + 1.80%7.45%9/15/20369/15/2011
Total long-term debt$60,310$58,956

NOTE 13 Commitments and Contingencies

Commitments

In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which arenot included in the accompanying consolidated financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the statements of financial condition.

A summary of the contractual amounts of the Company’s exposure to off-balance sheet risk as of* September 30, 2024* and* December 31, 2023*, respectively, was as follows:

September 30,December 31,
(dollars in thousands)20242023
Commitments to extend credit$927,235$942,413
Standby letters of credit11,23110,045
Total$938,466$952,458

The Company establishes an ACL on unfunded commitments, except those that are unconditionally cancellable by the Company. As of both* September 30, 2024* and* December 31, 2023*, the ACL on unfunded commitments was $7.4 million. The ACL on unfunded commitments was presented within accrued expenses and other liabilities on the consolidated balance sheet. For thenine months ended* September 30, 2024and2023*, the provision for credit losses on unfunded commitments was $31 thousand and $44 thousand, respectively.

Commitments to extend credit are agreements to lend to a client as long as there isno violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses, and* mayrequire payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts donot* necessarily represent future cash requirements. The Company evaluates each client’s creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but* may*include accounts receivable, inventory, property and equipment, and income producing commercial properties.

The Company wasnot required to perform on any financial guarantees and didnot incur any losses on its commitments during the pasttwo years.

The Company utilizes standby letters of credit issued by either the FHLB or the Bank of North Dakota to secure public unit deposits. The Company hadno letters of credit outstanding with the FHLB as of* September 30, 2024* or* December 31, 2023*. With the Bank of North Dakota, the Company had letters of credit outstanding in the amount of $150.0 million and $182.0 million as of* September 30, 2024* and* December 31, 2023*, respectively. Letters of credit with the Bank of North Dakota were collateralized by loans pledged to the Bank of North Dakota in the amount of $469.1 million and $454.6 million as of* September 30, 2024* and* December 31, 2023*, respectively.

23

Legal Contingencies

In the normal course of business, including in connection with business combinations pursued by the Company, the Company and its subsidiaries are subject to pending and threatened litigation, claims investigations and legal and administrative cases and proceedings. Although the Company isnot able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that, based on the information currently available, the outcome of such actions, individually or in the aggregate, willnot have a material adverse effect on the Company’s consolidated financial statements.

Reserves are established for legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, butnot limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or isnot complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. In many lawsuits and arbitrations, it isnot possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve willnot be recognized until that time. Assessments of class action litigation, which is generally more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it isnot known whether a class will be certified or how a potential class, if certified, will be defined. As a result, the Company* may*be unable to estimate reasonably possible losses with respect to every litigation matter it faces.

The Company didnot have any material loss contingencies that were provided for and/or that were required to be disclosed as of* September 30, 2024* and* December 31, 2023*, respectively.

NOTE 14 Share-Based Compensation

On* May**6,* 2019, the Company’s stockholders approved the Alerus Financial Corporation2019 Equity Incentive Plan. This plan allows the compensation committee the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Since inception, all awards issued under the plan have been restricted stock and restricted stock units. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan. However, shares subject to an award shallnot again be made available for issuance or delivery under the plan if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards that werenot issued upon the settlement of the award. Restricted stock units issued donot participate in dividends and recipients arenot entitled to vote these restricted stock units until shares of the Company’s common stock are delivered after vesting of the restricted stock units. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. Awards issued to Company directors arenot subject to any service requirements and vest immediately. The plan authorizes the issuance of up to 1,100,000 shares of common stock. As of* September 30, 2024*,669,332 shares of common stock are still available for issuance under the plan.

The compensation expense relating to awards under these plans was $488 thousand and $377 thousand for thethree months ended* September 30, 2024and2023*, respectively. The compensation expense relating to awards under these plans was $1.2 million for both thenine months ended* September 30, 2024and2023*.

The following table presents the activity in the stock plans for thenine months ended* September 30, 2024and2023*:

Nine Months Ended September 30,
2024 · 2023
Weighted- · Weighted-
Average GrantAverage Grant
AwardsDate Fair ValueAwardsDate Fair Value
Restricted Stock and Restricted Stock Unit Awards
Outstanding at beginning of period231,657$22.96238,929$23.66
Granted108,56120.93115,17420.00
Vested(55,429)23.87(93,767)21.34
Forfeited or cancelled——(26,840)21.33
Outstanding at end of period284,789$22.00233,496$23.05

As of* September 30, 2024*, there was $3.1 million of unrecognized compensation expense related to non-vested awards granted under the plans. The expense is expected to be recognized over a weighted-average period of 1.9 years.

24

NOTE 15 Income Taxes

The components of income tax expense (benefit) for thethree andnine months ended* September 30, 2024and2023* were as follows:

Three months ended September 30,
2024 · 2023
Percent ofPercent of
(dollars in thousands)AmountPretax IncomeAmountPretax Income
Taxes at statutory federal income tax rate$1,42721.0%$2,42421.0%
Tax effect of:
Tax exempt income(308)(4.5)%(189)(1.6)%
State income taxes, net of federal benefits3324.9%4994.3%
Nondeductible items and other1392.0%(353)(3.1)%
Applicable income taxes$1,59023.4%$2,38120.6%
Nine months ended September 30,
2024 · 2023
Percent ofPercent of
(dollars in thousands)AmountPretax IncomeAmountPretax Income
Taxes at statutory federal income tax rate$4,92521.0%$7,07121.0%
Tax effect of:
Tax exempt income(776)(3.3)%(489)(1.5)%
State income taxes, net of federal benefits1,1434.9%1,4454.3%
Nondeductible items and other3121.3%(805)(2.4)%
Applicable income taxes$5,60423.9%$7,22221.4%

It is the opinion of management that, as of* September 30, 2024*, the Company hadno significant uncertain tax positions that would be subject to change upon examination.

NOTE16 Tax Credit Investments

The Company invests in qualified affordable housing projects for the purpose of community reinvestment and obtaining tax credits. The Company’s tax credit investments are limited to existing lending relationships with well-known developers and projects within the Company’s market area.

The following table presents a summary of the Company’s investments in qualified affordable housing project tax credits as of* September 30, 2024* and* December 31, 2023*:

September 30, 2024 · December 31, 2023
(dollars in thousands) · Investment · Unfunded Commitment · Investment · Unfunded Commitment
Investment · Accounting Method
Low income housing tax creditProportional amortization$17,906$5,473$17,906$12,347

The following tables present a summary of the amortization expense and tax benefit recognized for the Company’s qualified affordable housing projects for thethree andnine months ended* September 30, 2024and2023*:

Three months ended September 30,
20242023
AmortizationTax BenefitAmortizationTax Benefit
(dollars in thousands)Expense (1)Recognized (2)Expense (1)Recognized (2)
Low income housing tax credit$432$(352)$245$(435)
(1)The amortization expense for low income housing tax credits was included in the income tax expense.
(2)All of the tax benefits recognized were included in income tax expense.
Nine months ended September 30,
20242023
AmortizationTax BenefitAmortizationTax Benefit
(dollars in thousands)Expense (1)Recognized (2)Expense (1)Recognized (2)
Low income housing tax credit$1,296$(1,103)$884$(1,171)
(1)The amortization expense for low income housing tax credits was included in the income tax expense.
(2)All of the tax benefits recognized were included in income tax expense.

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NOTE 17 Segment Reporting

Operating segments are components of an enterprise, which are evaluated regularly by the “chief operating decision maker” in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is the President and Chief Executive Officer of the Company. Reportable segments are determined based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial statements, and management’s regular review of the operating results of those services. The Company currently operates through three operating segments: Banking, Retirement and Benefit Services, and Wealth Management. In prior periods, the Company had afourth operating segment, Mortgage. As of* January 1, 2024,the Mortgage division was fully integrated into the Banking division by the Company to reflect the way the Company currently manages and views the business. The Company has restated all historical periods presented within these financial statements, and hasnot* included the Mortgage operating segment.

The financial information presented for each segment includes net interest income, provision for credit losses, noninterest income, and direct and indirect noninterest expense. Corporate Administration includes all remaining income and expensesnot allocated to thethree operating segments.

The following tables present key metrics related to the Company’s segments for the periods presented:

Retirement and · Wealth · Corporate
(dollars in thousands)BankingBenefit ServicesManagementAdministrationConsolidated
Net interest income (loss)$23,220$—$—$(678)$22,542
Provision for credit losses1,661———1,661
Noninterest income (loss)4,94016,1446,68459528,363
Noninterest expense20,26914,1543,8384,18642,447
Net income (loss) before taxes$6,230$1,990$2,846$(4,269)$6,797
Total assets$4,009,535$32,882$5,288$36,935$4,084,640
Retirement and · Wealth · Corporate
(dollars in thousands)BankingBenefit ServicesManagementAdministrationConsolidated
Net interest income (loss)$70,803$—$—$(2,042)$68,761
Provision for credit losses6,150———6,150
Noninterest income (loss)13,42847,87619,16159281,057
Noninterest expense57,83741,75711,4949,130120,218
Net income (loss) before taxes$20,244$6,119$7,667$(10,580)$23,450
Total assets$4,009,535$32,882$5,288$36,935$4,084,640
Retirement and · Wealth · Corporate
(dollars in thousands)BankingBenefit ServicesManagementAdministrationConsolidated
Net interest income (loss)$21,073$—$—$(678)$20,395
Provision for credit losses—————
Noninterest income4,66018,6055,271(129)28,407
Noninterest expense18,88113,2693,3511,75937,260
Net income (loss) before taxes$6,852$5,336$1,920$(2,566)$11,542
Total assets$3,801,230$36,114$4,224$(8,590)$3,832,978
Retirement and · Wealth · Corporate
(dollars in thousands)BankingBenefit ServicesManagementAdministrationConsolidated
Net interest income (loss)$68,285$—$—$(1,998)$66,287
Provision for credit losses550———550
Noninterest income13,44049,97715,91510779,439
Noninterest expense56,83239,5159,7035,453111,503
Net income (loss) before taxes$24,343$10,462$6,212$(7,344)$33,673
Total assets$3,801,230$36,114$4,224$(8,590)$3,832,978

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Banking

The Banking division offers a complete line of loan, deposit, cash management, and treasury services through fourteen offices in North Dakota, Minnesota, and Arizona. After the closing of the HMNF acquisition, the Company added 15 banking offices in Minnesota, Wisconsin, and Iowa. These products and services are supported through web and mobile based applications. The majority of the Company’s assets and liabilities are in the Banking segment’s balance sheet.

Retirement and Benefit Services

The Retirement and Benefit Services division provides the following services nationally: record-keeping and administration services to qualified and other types of retirement plans, investment fiduciary services to retirement plans, health savings accounts, flexible spending accounts, and COBRA recordkeeping and administration services.

Wealth Management

The Wealth Management division provides advisory and planning services, investment management, and trust and fiduciary services to clients across the Company’s footprint.

NOTE 18 Earnings Per Share

The calculation of basic and diluted earnings per share using thetwo-class method for thethree andnine months ended* September 30, 2024and2023* are presented below:

Three months ended · Nine months ended
September 30,September 30,
(dollars and shares in thousands, except per share data)2024202320242023
Net income$5,207$9,161$17,846$26,451
Dividends and undistributed earnings allocated to participating securities2467102186
Net income available to common stockholders$5,183$9,094$17,744$26,265
Weighted-average common shares outstanding for basic earnings per share19,78819,87219,76819,977
Dilutive effect of stock-based awards287223269216
Weighted-average common shares outstanding for diluted earnings per share20,07520,09520,03720,193
Earnings per common share:
Basic earnings per common share$0.26$0.46$0.90$1.31
Diluted earnings per common share$0.26$0.45$0.89$1.30

There wereno antidilutive shares for thethree andnine months ended* September 30, 2024and2023*.

NOTE 19 Derivative Instruments

The company uses a variety of derivative instruments to mitigate exposure to both market and credit risks inherent in its business activities. The Company manages these risks as part of its overall asset and liability management process and through its policies and procedures. Derivatives represent contracts between parties that usually require little orno initial net investment and result inone party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract.

Derivatives are often measured in terms of notional amount, but this amount is generallynot exchanged, and it isnot recorded on the Company’s consolidated balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, security price, credit spread, or other index. Residential and commercial real estate loan commitments associated with loans to be sold also qualify as derivative instruments.

Derivatives Designated as Hedging Instruments

The Company uses derivative instruments to hedge its exposure to economic risks, including interest rate, liquidity and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP. On the date the Company enters into a derivative contract designated as a hedging instrument, the derivative is designated as either a fair value hedge, cash flow hedge, or a net investment hedge. When a derivative is designated as a fair value, cash flow, or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s). As of* September 30, 2024*, the Company only used fair value and cash flow hedges.

27

*Fair value hedges:*These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying mortgage-backed investment securities and mortgage loan pools. The interest rate swaps are carried on the Company’s Consolidated Balance Sheet at their fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). The changes in fair value of the interest rate swaps are recorded in interest income. The unrealized gains or losses due to changes in fair value of the interest rate swaps due to changes in benchmark interest rates are recorded as an adjustment to the hedged instruments and offset in the same interest income line items.

Cash flow hedges: These derivatives are interest rate swaps the Company uses to hedge the variability of expected future cash flows due to market interest changes. The interest rate swap is carried on the Company’s consolidated balance sheet at its fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). Changes in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss), or OCI, until the cash flows of the hedged items are realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in OCI is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction isno longer probable, hedge accounting is ceased and any gain or loss included in OCI is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within accumulated other comprehensive income (loss), or AOCI. The Company estimates that an additional $0.1 million will be reclassified as an increase to interest expense over the next12 months. All cash flow hedges were highly effective for thethree andnine months ended* September 30, 2024*. As of* September 30, 2024*, the maximum length of time over which forecasted transactions are hedged is 16 months.

DerivativesNot Designated as Hedging Instruments

*Interest rate swaps:*The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.

*Interest rate lock commitments, forward loan sales commitments and to be announced (TBA) mortgage backed securities:*The Company enters into forward delivery contracts to sell mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.

The following table presents the total notional amounts and gross fair values of the Company’s derivatives as of* September 30, 2024* and* December 31, 2023*:

Derivative Assets (1)Derivative Liabilities (2)
NotionalFairNotionalFair
(dollars in thousands)AmountValueAmountValue
Designated as hedging instruments:
Fair value hedges:
Interest rate swaps$—$—$200,000$1,113
Cash flow hedges:
Interest rate swaps——200,000458
Total derivatives designated as hedging instruments$—$—$400,000$1,571
Not designated as hedging instruments:
Interest rate swaps (3)$423,909$11,740$423,909$11,740
Interest rate lock commitments19,425377——
Forward loan sales commitments1,59760——
To-be-announced mortgage backed securities——39,25018
Total asset derivatives not designated as hedging instruments$444,931$12,177$463,159$11,758
Designated as hedging instruments:
Fair value hedges:
Interest rate swaps$—$—$600,000$352
Cash flow hedges:
Interest rate swaps——200,000297
Total derivatives designated as hedging instruments$—$—$800,000$649
Not designated as hedging instruments:
Interest rate swaps (3)$120,671$8,327$120,671$8,348
Interest rate lock commitments8,126179——
Forward loan sales commitments1906——
To-be-announced mortgage backed securities——20,500183
Total asset derivatives not designated as hedging instruments$128,987$8,512$141,171$8,531
(1)Derivative assets are included in other assets on the Company’s consolidated balance sheet.
(2)Derivative liabilities are included in accrued expenses and other liabilities on the Company’s consolidated balance sheet.
(3)Reported fair values include accrued interest receivable and payable.

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The following table shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses), before tax, reclassified from other comprehensive income (loss) into earnings for the periods indicated:

Gains (Losses)
Gains (Losses)Reclassified
Recognized infrom OCI
(dollars in thousands)OCIinto Earnings
Derivatives designated as hedging instruments
Cash flow hedges:
Interest rate swaps$(616)$253
Cash flow hedges:
Interest rate swaps$1,216$(205)
Cash flow hedges:
Interest rate swaps$625$785
Cash flow hedges:
Interest rate swaps$1,216$(205)

The following table shows the effect of fair value and cash flow hedge accounting on derivatives designated as hedging instruments in the Consolidated Statements of Income:

Location and Amount of Gains (Losses) Recognized in Income
Interest Income · Interest Expense
Loans, · Investment
includingsecurities -Short-term
(dollars in thousands)feesTaxableborrowings
Total amounts in the Consolidated Statements of Income$42,593$4,596$6,706
Fair value hedges:
Interest rate swaps46653—
Cash flow hedges:
Interest rate swaps——(253)
Total amounts in the Consolidated Statements of Income$34,986$6,146$6,528
Fair value hedges:
Interest rate swaps71606—
Cash flow hedges:
Interest rate swaps——(205)
Total amounts in the Consolidated Statements of Income$123,551$14,008$19,748
Fair value hedges:
Interest rate swaps3671,954—
Cash flow hedges:
Interest rate swaps——(785)
Total amounts in the Consolidated Statements of Income$99,187$18,222$15,684
Fair value hedges:
Interest rate swaps711,229—
Cash flow hedges:
Interest rate swaps——(205)

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The following tables show the notional amount, carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships at* September 30, 2024* and* December 31, 2023*, respectively:

Cumulative Fair
Value Hedging
Adjustment in the
Carrying Amount · Carrying Amount of
Notionalof Hedged Assets/Hedged Assets/
(dollars in thousands)AmountLiabilitiesLiabilities
Mortgage-backed securities
Residential agency (1)$200,000$201,113$1,113
Total$200,000$201,113$1,113
(1)Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At September 30, 2024, the amortized cost of the closed portfolios used in these hedging relationships was $304.7 million.
Cumulative Fair
Value Hedging
Adjustment in the
Carrying Amount · Carrying Amount of
Notionalof Hedged Assets/Hedged Assets/
(dollars in thousands)AmountLiabilitiesLiabilities
Mortgage-backed securities
Residential agency (1)$200,000$200,241$241
Mortgage loan pools (2)400,000400,09898
Total$600,000$600,339$339
(1)Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At December 31, 2023, the amortized cost of the closed portfolios used in these hedging relationships was $323.4 million.
(2)These amounts include the amortized cost basis of RRE loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At December 31, 2023, the amortized cost basis of the RRE loans used in these hedging relationships was $687.5 million.

The gain (loss) recognized on derivativesnot designated as hedging relationships for thethree andnine months ended* September 30, 2024and2023* was as follows:

(dollars in thousands) · Three months ended September 30, · Nine months ended September 30,
Derivatives not designated as hedging instruments · Consolidated Statements of Income Location · 2024 · 2023 · 2024 · 2023
Interest rate swapsOther noninterest income$—$121$21$121
Interest rate lock commitmentsMortgage banking(111)(342)10087
Forward loan sales commitmentsMortgage banking(116)(9)5455
To-be-announced mortgage backed securitiesMortgage banking(315)221(189)350
Total gain (loss) from derivatives not designated as hedging instruments$(542)$(9)$(14)$613

The Company hasthird party agreements that require a minimum dollar transfer amount upon a margin call. These requirements are dependent on certain specified credit measures. The amount of collateral posted withthird parties was $0.8 million and $0.6 million as of* September 30, 2024* and* December 31, 2023*, respectively. The amount of collateral posted withthird parties was deemed to be sufficient as of those dates to collateralize both the fair market value change as well as any additional amounts that* may*be required as a result of a change in the specified credit measures.

Credit Risk-Related Contingent Features

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts donot perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.

The Company has agreements with its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness hasnot been accelerated by the lender, the Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where, if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.

30

As of* September 30, 2024* and* December 31, 2023*, the fair value of derivatives in a net liability position, which included accrued interest but excluded any adjustment for non-performance risk, related to these agreements was $1.6 million and $0.6 million, respectively. As of* September 30, 2024* and* December 31, 2023*, the Company had minimum collateral posting thresholds with certain of its derivative counterparties and has posted cash collateral of $0.8 million and $0.6 million, respectively. If the Company had breached any of these provisions at* September 30, 2024* or* December 31, 2023*, it could have been required to settle its obligations under the agreements at their termination value of $1.6 million and $0.6 million, respectively.

Balance Sheet Offsetting

The following tables present the Company’s derivative positions and the potential effect of netting arrangements on its financial position as of the dates indicated:

Gross Amount
Not Offset in the
Consolidated
Balance Sheets
Gross Amount · Gross Amount · Net Amount
Recognized in the · Offset in the · Presented in the
Consolidated · Consolidated · Consolidated · Cash Collateral
(dollars in thousands)Balance SheetsBalance SheetsBalance SheetsPledged (Received)Net Amount
Derivative assets:
Interest rate swaps − Company (1)$—$—$—$—$—
Interest rate swaps − dealer bank (1)11,740—11,740(6,068)5,672
To-be-announced mortgage backed securities—————
Total$11,740$—$11,740$(6,068)$5,672
Derivative liabilities:
Interest rate swaps − Company (1)$1,571$—$1,571$752$819
Interest rate swaps − customer (2)11,740—11,740—11,740
To-be-announced mortgage backed securities18—18—18
Total$13,329$—$13,329$752$12,577
(1)The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks.
(2)The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract.
Gross Amount
Not Offset in the
Consolidated
Balance Sheets
Gross Amount · Gross Amount · Net Amount
Recognized in the · Offset in the · Presented in the
Consolidated · Consolidated · Consolidated · Cash Collateral
(dollars in thousands)Balance SheetsBalance SheetsBalance SheetsPledged (Received)Net Amount
Derivative assets:
Interest rate swaps − Company (1)$—$—$—$—$—
Interest rate swaps − dealer bank (1)8,327—8,327(1,740)6,587
To-be-announced mortgage backed securities—————
Total$8,327$—$8,327$(1,740)$6,587
Derivative liabilities:
Interest rate swaps − Company (1)$649$—$649$550$99
Interest rate swaps − customer (2)8,348$—8,348—8,348
To-be-announced mortgage backed securities183—183—183
Total$9,180$—$9,180$550$8,630
(1)The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks.
(2)The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract.

NOTE 20 Regulatory Matters

The Company and the 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 Company’s consolidated financial statements.

31

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of common equity tier1, tier1, and total capital (as defined in the regulations) to risk weighted assets (as defined) and of tier1 capital (as defined) to average assets (as defined). Management believes that, at* September 30, 2024* and* December 31, 2023*, each of the Company and the Bank had met all of the capital adequacy requirements to which it was subject.

The following tables present the Company’s and the Bank’s actual capital amounts and ratios as of* September 30, 2024* and* December 31, 2023*:

Minimum to be
Minimum Required · Well Capitalized
for Capital · Under Prompt
ActualAdequacy PurposesCorrective Action (1)
(dollars in thousands)AmountRatioAmountRatioAmountRatio
Common equity tier 1 capital to risk weighted assets
Consolidated (1)$394,38111.12%$159,5424.50%N/AN/A
Bank379,07410.73%158,9744.50%229,6296.50%
Tier 1 capital to risk weighted assets.
Consolidated (1)403,42211.38%212,7226.00%N/AN/A
Bank379,07410.73%211,9666.00%282,6218.00%
Total capital to risk weighted assets
Consolidated (1)497,76814.04%283,6298.00%N/AN/A
Bank423,26511.98%282,6218.00%353,27610.00%
Tier 1 capital to average assets
Consolidated (1)403,4229.30%173,4984.00%N/AN/A
Bank379,0748.90%170,3364.00%212,9205.00%
(1)“Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies.
Minimum to be
Minimum Required · Well Capitalized
for Capital · Under Prompt
Actual · Adequacy Purposes · Corrective Action (1)
(dollars in thousands) · Amount · Ratio · Amount · Ratio · Amount · Ratio
Common equity tier 1 capital to risk weighted assets
Consolidated (1)$382,57811.82%$145,6054.50%$N/AN/A
Bank367,44511.40%145,1014.50%209,5906.50%
Tier 1 capital to risk weighted assets.
Consolidated (1)391,53412.10%194,1396.00%N/AN/A
Bank367,44511.40%193,4686.00%257,9578.00%
Total capital to risk weighted assets
Consolidated (1)477,59014.76%258,8538.00%N/AN/A
Bank403,50112.51%257,9578.00%322,44610.00%
Tier 1 capital to average assets
Consolidated (1)391,53410.57%148,1114.00%N/AN/A
Bank367,4459.92%148,1864.00%185,2325.00%
(1)“Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies.

The Bank is subject to certain restrictions on the amount of dividends that it* maypay without prior regulatory approval. The Company and the Bank are subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act rules. The rules include a2.5* percent capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount will be subject to the limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. As of* September 30, 2024*, the capital ratios for the Company and the Bank were sufficient to meet the conservation buffer. In addition, the Company must adhere to various U.S. Department of Housing and Urban Development, or HUD, regulatory guidelines including required minimum capital and liquidity to maintain their Federal Housing Administration approval status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of* September 30, 2024* and* December 31, 2023*, the Company was in compliance with the aforementioned guidelines.

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NOTE 21 Other Comprehensive Income (Loss)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:

For the Three Months Ended
September 30, 2024 · September 30, 2023
TaxTax
Pre-Tax(Expense)After-TaxPre-Tax(Expense)After-Tax
(dollars in thousands)AmountBenefitAmountAmountBenefitAmount
Debt Securities:
Change in fair value$19,497$(4,894)$14,603$(19,075)$4,789$(14,286)
Less: reclassification adjustment from amortization of securities transferred from AFS to HTM (1)66(16)5080(20)60
Less: reclassification adjustment for net realized losses (2)——————
Net change19,431(4,878)14,553(19,155)4,809(14,346)
Cash Flow Hedges:
Change in fair value(616)706901,216(305)911
Less: reclassified AOCI gain (loss) into interest expense (3)253(64)189205(51)154
Net change(869)770(99)1,011(254)757
Other Derivatives:
Change in fair value(3,068)219(2,849)1,133(285)848
Less: reclassified AOCI gain (loss) into interest expense (4)——————
Net change(3,068)219(2,849)1,133(285)848
Other comprehensive income (loss)$15,494$(3,889)$11,605$(17,011)$4,270$(12,741)
(1)Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.
(2)Reclassified into net gains (losses) on investment securities in the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.
(3)Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.
(4)Reclassified into interest income on loans, including fees and/or interest income on taxable investment securities on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.
For the Nine Months Ended
September 30, 2024 · September 30, 2023
TaxTax
Pre-Tax(Expense)After-TaxPre-Tax(Expense)After-Tax
(dollars in thousands)AmountBenefitAmountAmountBenefitAmount
Debt Securities:
Change in fair value$14,899$(3,740)$11,159$(23,782)$5,970$(17,812)
Less: reclassification adjustment from amortization of securities transferred from AFS to HTM207(52)155251(63)188
Less: reclassification adjustment for net realized losses——————
Net change14,692(3,688)11,004(24,033)6,033(18,000)
Cash Flow Hedges:
Change in fair value625226471,216(305)911
Less: reclassified AOCI gain (loss) into interest expense (3)785(197)588205(51)154
Net change(160)219591,011(254)757
Other Derivatives:
Change in fair value(872)40(832)3,206(805)2,401
Less: reclassified AOCI gain (loss) into interest expense (4)——————
Net change(872)40(832)3,206(805)2,401
Other comprehensive income (loss)$13,660$(3,429)$10,231$(19,816)$4,974$(14,842)
(1)Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.
(2)Reclassified into net gains (losses) on investment securities in the consolidated statements of income. Refer to “NOTE 4 Investment Securities” for further details.
(3)Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.
(4)Reclassified into interest income on loans, including fees and/or interest income on taxable investment securities on the consolidated statements of income. Refer to “NOTE 19 Derivative Instruments” for further details.

33

Net Unrealized · Net Unrealized
Net Unrealized · Gains (Losses) on · Gains (Losses)
Gains (Losses) on · Cash Flow · on Other
(dollars in thousands)Debt Securities (1)Hedges (1)Derivatives (1)AOCI (1)
Balance at June 30, 2024$(76,707)$(79)$1,757$(75,029)
Other comprehensive income (loss) before reclassifications14,60390(2,849)11,844
Less: Amounts reclassified from AOCI50189—239
Other comprehensive income (loss)14,553(99)(2,849)11,605
Balance at September 30, 2024$(62,154)(178)(1,092)(63,424)
Balance at December 31, 2023$(73,158)$(237)$(260)$(73,655)
Other comprehensive income (loss) before reclassifications11,159647(832)10,974
Less: Amounts reclassified from AOCI155588—743
Other comprehensive income (loss)11,00459(832)10,231
Balance at September 30, 2024$(62,154)(178)(1,092)(63,424)
Balance at June 30, 2023$(102,201)$—$1,459$(100,742)
Other comprehensive income (loss) before reclassifications(14,286)911848(12,527)
Less: Amounts reclassified from AOCI60154—214
Other comprehensive income (loss)(14,346)757848(12,741)
Balance at September 30, 2023$(116,547)7572,307(113,483)
Balance at December 31, 2022$(98,547)$—$(94)$(98,641)
Other comprehensive income (loss) before reclassifications(17,812)9112,401(14,500)
Less: Amounts reclassified from AOCI188154—342
Other comprehensive income (loss)(18,000)7572,401(14,842)
Balance at September 30, 2023$(116,547)$757$2,307$(113,483)
(1)All amounts net of tax.

NOTE 22 Stock Repurchase Program

On* February 18, 2021,the Board of Directors of the Company approved a stock repurchase program, or the Old Stock Repurchase Program, which authorized the Company to repurchase up to 770,000 shares of its common stock subject to certain limitations and conditions. The Old Stock Repurchase Program expired on February 18, 2024.*

On* December 12, 2023,the Board of Directors of the Company approved a new stock repurchase program, or the New Stock Repurchase Program, which authorizes the Company to repurchase up to 1,000,000 shares of its common stock subject to certain limitations and conditions. The New Stock Repurchase Program became effective on February 18, 2024,and will expire on February 18, 2027.On February 18, 2024,*the New Stock Repurchase Program replaced and superseded the Old Stock Repurchase Program.

The New Stock Repurchase Program doesnot obligate the Company to repurchase any shares of its common stock and there isno assurance that the Company will do so. For thenine months ended* September 30, 2024*, the Company hadnot repurchased any shares under the Old Stock Repurchase Program or the New Stock Repurchase Program. The Company also repurchases shares to pay withholding taxes on the vesting of restricted stock awards and units.

NOTE 23 Fair Value of Assets and Liabilities

The Company categorizes its assets and liabilities measured at estimated fair value into athree level hierarchy based on the priority of the inputs to the valuation technique used to determine estimated fair value. The estimated fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level1) and the lowest priority to unobservable inputs (Level3). If the inputs used in the determination of the estimated fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the estimated fair value measurement. Assets and liabilities valued at estimated fair value are categorized based on the following inputs to the valuation techniques as follows:

Level 1—Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2—Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Estimated fair values for these instruments are estimated using pricing models, quoted prices of investment securities with similar characteristics, or discounted cash flows.

Level 3—Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. Subsequent to initial recognition, the Company* may*re‑measure the carrying value of assets and liabilities measured on a nonrecurring basis to estimated fair value. Adjustments to estimated fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their estimated fair value.

34

Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at estimated fair value for the initial and subsequent measurement on an instrument‑by‑instrument basis. The Company adopted the policy to value certain financial instruments at estimated fair value. The Company hasnot elected to measure any existing financial instruments at estimated fair value; however, it* may*elect to measure newly acquired financial instruments at estimated fair value in the future.

Recurring Basis

The Company uses estimated fair value measurements to record estimated fair value adjustments to certain assets and liabilities and to determine estimated fair value disclosures.

The following tables present the balances of the assets and liabilities measured at estimated fair value on a recurring basis as of* September 30, 2024* and* December 31, 2023*:

(dollars in thousands)Level 1Level 2Level 3Total
Trading$2,708$—$—$2,708
Available-for-sale
U.S. treasury and government agencies—739—739
Mortgage backed securities
Residential agency—414,388—414,388
Commercial—1,401—1,401
Asset backed securities—20—20
Corporate bonds—49,455—49,455
Total available-for-sale investment securities$—$466,003$—$466,003
Other assets
Derivatives$—$12,177$—$12,177
Other liabilities
Derivatives$—$13,329$—$13,329
(dollars in thousands)Level 1Level 2Level 3Total
Available-for-sale
U.S. treasury and government agencies$—$1,120$—$1,120
Mortgage backed securities
Residential agency—435,594—435,594
Commercial—1,353—1,353
Asset backed securities—25—25
Corporate bonds—48,644—48,644
Total available-for-sale investment securities$—$486,736$—$486,736
Other assets
Derivatives$—$8,512$—$8,512
Other liabilities
Derivatives$—$9,180$—$9,180

The following is a description of the valuation methodologies used for instruments measured at estimated fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities, Trading for Deferred Compensation

The fair value of trading securities for deferred compensation is reported using market quoted prices as such securities and underlying securities are actively traded andno valuation adjustments have been applied and therefore are classified as Level1.

Investment Securities, Available-for-Sale

Generally, debt securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs and therefore are classified as Level2.

Derivatives

All of the Company’s derivatives are traded in over‑the‑counter markets where quoted market prices arenot readily available. For these derivatives, estimated fair value is measured using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, classify as Level2. Examples of Level2 derivatives are basic interest rate swaps and forward contracts.

35

Nonrecurring Basis

Certain assets are measured at estimated fair value on a nonrecurring basis. These assets arenot measured at estimated fair value on an ongoing basis; however, they are subject to estimated fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.

The estimated fair value of certain assets on a nonrecurring basis as of* September 30, 2024* and* December 31, 2023* consisted of the following:

(dollars in thousands)Level 1Level 2Level 3Total
Collateral dependent loans$—$—$28,930$28,930
Servicing rights——1,8741,874
(dollars in thousands)Level 1Level 2Level 3Total
Collateral dependent loans$—$—$3,998$3,998
Foreclosed assets——3232
Servicing rights——2,0622,062

Loans Held for Sale

Loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on the sale and thus these quotes indicate estimated fair value of the held for sale loans is greater than cost.

Impairment losses for loans held for sale that are carried at the lower of cost or estimated fair value represent additional net write‑downs during the period to record these loans at the lower of cost or estimated fair value, subsequent to their initial classification as loans held for sale.

The valuation techniques and significant unobservable inputs used to measure Level3 estimated fair values as of* September 30, 2024* and* December 31, 2023*, were as follows:

(dollars in thousands) · Weighted
Asset TypeValuation TechniqueUnobservable InputFair ValueRangeAverage
Individually evaluatedAppraisal valueProperty specific adjustment$28,93010.0%10.0%
Servicing rightsDiscounted cash flowsPrepayment speed assumptions1,874100 - 847169
Discount rate10.5%10.5%
(dollars in thousands) · Weighted
Asset TypeValuation TechniqueUnobservable InputFair ValueRangeAverage
Individually evaluatedAppraisal valueProperty specific adjustment$3,99810.0%10.0%
Foreclosed assetsAppraisal valueProperty specific adjustment (1)32N/AN/A
Servicing rightsDiscounted cash flowsPrepayment speed assumptions2,06285 - 151104
Discount rate11.1%11.1%
(1)There were no discounts taken on the collateral that comprises the balance of foreclosed assets as of December 31, 2023.

Disclosure of estimated fair value information about financial instruments, for which it is practicable to estimate that value, is required whether ornot recognized in the consolidated balance sheets. In cases in which quoted market prices arenot available, estimated 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 estimate of future cash flows. In that regard, the derived estimated fair value estimates cannot be substantiated by comparison to independent markets and, in many cases couldnot be realized in immediate settlement of the instruments. Certain financial instruments, with an estimated fair value that isnot practicable to estimate and all non‑financial instruments, are excluded from the disclosure requirements. Accordingly, the aggregate estimated fair value amounts presented donot necessarily represent the underlying value of the Company.

The following disclosures represent financial instruments for which the ending balances, as of* September 30, 2024* and* December 31, 2023*, werenot carried at estimated fair value in their entirety on the consolidated balance sheets.

Cash and Cash Equivalents and Accrued Interest

The carrying amounts reported in the consolidated balance sheets approximate those assets and liabilities estimated fair values.

Investment Securities, Held-to-Maturity

The fair values of debt securities held-to-maturity are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.

36

Loans

For variable‑rate loans that reprice frequently and withno significant change in credit risk, estimated fair values are based on carrying values. The estimated fair values of other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Bank‑Owned Life Insurance

Bank‑owned life insurance is carried at the amount due upon surrender of the policy, which is also the estimated fair value. This amount was provided by the insurance companies based on the terms of the underlying insurance contract.

Deposits

The estimated fair values of demand deposits are, by definition, equal to the amount payable on demand at the consolidated balance sheet date. The estimated fair values of fixed‑rate certificates of deposit are estimated using a discounted cash flow calculation that applies current incremental interest rates being offered on certificates of deposit to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.

Short‑Term Borrowings and Long‑Term Debt

For variable‑rate borrowings that reprice frequently, estimated fair values are based on carrying values. The estimated fair values of fixed‑rate borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Off‑Balance Sheet Credit‑Related Commitments

Off‑balance sheet credit related commitments are generally of short‑term nature. The contract amount of such commitments approximates their estimated fair value since the commitments are comprised primarily of unfunded loan commitments which are generally priced at market at the time of funding.

The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments at the dates indicated were as follows:

Carrying · Estimated Fair Value
(dollars in thousands)AmountLevel 1Level 2Level 3Total
Financial Assets
Cash and cash equivalents$65,975$65,975$—$—$65,975
Investment securities held-to-maturity281,913—249,862—249,862
Loans, net2,993,201——2,864,0722,864,072
Accrued interest receivable16,46916,469——16,469
Bank-owned life insurance35,793—35,793—35,793
Financial Liabilities
Noninterest-bearing deposits$657,547$—$657,547$—$657,547
Interest-bearing deposits2,177,556—2,177,556—2,177,556
Time deposits488,447—487,291—487,291
Short-term borrowings244,700244,700——244,700
Long-term debt59,041—58,210—58,210
Accrued interest payable7,6367,636——7,636
Carrying · Estimated Fair Value
(dollars in thousands)AmountLevel 1Level 2Level 3Total
Financial Assets
Cash and cash equivalents$129,893$129,893$—$—$129,893
Investment securities held-to-maturity299,728—258,617—258,617
Loans, net2,723,740——2,590,5352,590,535
Accrued interest receivable15,70015,700——15,700
Bank-owned life insurance33,236—33,236—33,236
Financial Liabilities
Noninterest-bearing deposits$728,082$—$728,082$—$728,082
Interest-bearing deposits1,955,967—1,955,967—1,955,967
Time deposits411,562—408,910—408,910
Short-term borrowings314,170314,170——314,170
Long-term debt58,956—57,437—57,437
Accrued interest payable6,8266,826——6,826

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.