FS Bancorp, Inc.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
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Notes to Consolidated Financial Statements
NOTE1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations –*** FS Bancorp, Inc. (the “Company”) was incorporated in September2011* as the holding company for1st Security Bank of Washington (the “Bank” or*“1st* Security Bank”) in connection with the Bank’s conversion from the mutual to stock form of ownership which was completed on* July**9,* 2012. The Bank is a community-based savings bank with 27 full-service bank branches, a headquarters that also originates loans and accepts deposits, and loan production offices in suburban communities in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, Goldendale, Vancouver, and White Salmon, Washington and Manzanita, Newport, Ontario, Tillamook, and Waldport, Oregon. The Bank provides loan and deposit services to customers who are predominantly small- and middle-market businesses and individuals. The Company and its subsidiary are subject to regulation by certain federal and state agencies and undergo periodic examination by these regulatory agencies.
Financial Statement Presentation –*** ***The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and with prevailing practices within the banking and securities industries. In preparing such financial statements, management is required to make certain estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and the reported amounts of revenues and expenses for the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, fair value of financial instruments, and, if needed, valuation of deferred tax assets.
Amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest thousands of dollars except per share amounts. If the amounts are above*$1.0* million, they are roundedone decimal point, and if they are above*$1.0* billion, they are roundedtwo decimal points. Certain prior-year amounts have been reclassified to conform to the current-year presentation. These reclassifications hadno effect on previously reported net income, comprehensive income, total assets, total liabilities, shareholders’ equity, or net cash provided by operating, investing, or financing activities.
Principles of Consolidation –** **The consolidated financial statements include the accounts of FS Bancorp and its wholly owned subsidiary,1st Security Bank. All material intercompany accounts have been eliminated in consolidation.
Segment Reporting – The Company operates intwo business segments through the Bank: commercial and consumer banking and home lending. The Company’s business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the way financial information is regularly reviewed for the purpose of allocating resources and evaluating performance of the Company’s businesses. The results for these business segments are based on management’s accounting process, which assigns income statement items and assets to each responsible operating segment. This process is dynamic and is based on management’s view of the Company’s operations. See “Note19 – Business Segments.”
Subsequent Events –* On February 25, 2026,FS Bancorp, Inc. announced the signing of a definitive merger agreement whereby the Company will acquire Pacific West Bancorp (“Pacific West”) in a stock and cash transaction valued at approximately $34.6 million. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the agreement by the shareholders of Pacific West. See “Note22* – Definitive Agreement.”
Cash and Cash Equivalents – Cash and cash equivalents include cash and due from banks, and interest-bearing balances due from other banks and the Federal Reserve Bank of San Francisco (“FRB”) and have an original maturity of90 days or less at the time of purchase. At times, cash balances* mayexceed FDIC insured limits. At December 31, 2025and2024*, the Company had $1.7 million and $41,000, respectively, of cash and due from banks and interest-bearing deposits at other financial institutions in excess of FDIC insured limits.
Securities – Securities are classified as held-to-maturity when the Company has the ability and positive intent to hold them to maturity. Securities classified as held-to-maturity are carried at cost, adjusted for amortization of premiums to the earliest callable date and accretion of discounts to the maturity date and, if appropriate, any credit impairment losses. Securities available-for-sale consist of debt securities that the Company has the intent and ability to hold for an indefinite period, butnot necessarily to maturity. Such securities* may*be sold to implement the Company’s asset/liability management strategies and in response to changes in interest rates and similar factors. Securities available-for-sale are reported at fair value. Realized gains and losses on securities available-for-sale, determined using the specific identification method, are included in results of operations. Amortization of premiums and accretion of discounts are recognized as adjustments to yield over the contractual lives of the related securities with the exception of premiums for non-contingently callable debt securities which are amortized to the earliest call date, rather than the contractual maturity date. Dividends and interest income are recognized when earned.
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Federal Home Loan Bank Stock – The Bank’s investment in FHLB stock is carried at cost, which approximates fair value. As a member of the FHLB system, the Bank is required to maintain an investment in capital stock of the FHLB. The Bank’s required minimum level of investment in FHLB stock is based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. At* December 31, 2025and2024*, the Bank’s investment in FHLB stock was $8.0 million and $15.6 million, respectively. The Bank was in compliance with the FHLB minimum investment requirement at* December 31, 2025and2024*.
Management evaluates FHLB stock for impairment annually. Management’s determination of whether these investments are impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared with the capital stock amount for the FHLB and the length of time this situation has persisted; (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB; (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB; and (4) the liquidity position of the FHLB. Based on its evaluation, management determined that there wasno impairment of FHLB stock for the years ended* December 31, 2025,*2024 and2023.
Loans Held for Sale – The Bank records all mortgage loans held for sale at fair value. Fair value is determined by outstanding commitments from investors or current investor yield requirements calculated on the aggregate loan basis. Gains and losses on fair value changes of loans held for sale are recorded in the gain on sale of loans component of noninterest income. Origination fees and costs are recognized in earnings at the time of origination. Mortgage loans held for sale are sold with the mortgage service rights either released or retained by the Bank. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold. All sales are made with limited recourse against the Company.
Mortgage Banking Derivatives – Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free-standing derivatives. The fair value of the interest rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the commitments to fund the loans. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. Changes in the fair values of these derivatives are reported in “Gain on sale of loans” on the Consolidated Statements of Income.
Cash Flow and Fair Value Hedges – The Bank designates certain interest rate swaps as cash flow hedges of the variability in cash flows associated with borrowings and other variable-rate funding instruments. For derivatives designated and qualifying as cash flow hedges, the effective portion of changes in fair value is recorded in accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into earnings in the same period in which the hedged forecasted cash flows affect earnings, generally as an adjustment to interest expense. The ineffective portion of changes in fair value, if any, is recognized immediately in earnings. Amounts recorded in AOCI are reclassified to interest expense as the hedged cash flows are realized. If it becomes probable that a forecasted hedged transaction willnot occur, any related amounts included in AOCI are reclassified immediately into earnings.
The Bank* may*designate certain derivatives as fair value hedges of changes in the fair value of fixed-rate financial instruments attributable to changes in benchmark interest rates. For derivatives designated and qualifying as fair value hedges, changes in the fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in current-period earnings. The carrying amount of the hedged item is adjusted for the change in fair value attributable to the hedged risk, and this basis adjustment is amortized to earnings over the remaining life of the hedged instrument using the effective interest method.
The Bank* mayterminate derivative instruments or dedesignate hedging relationships prior to maturity as part of its ongoing interest rate risk management. Upon termination or dedesignation of a cash flow hedge, the derivative isno* longer designated as a hedging instrument and subsequent changes in fair value are recognized in earnings. Amounts previously recorded in AOCI related to the terminated cash flow hedge remain in AOCI and are reclassified into earnings over the remaining original hedged forecasted period, unless it becomes probable that the forecasted transaction willnot occur, in which case such amounts are recognized immediately in earnings. Upon termination of a fair value hedge, hedge accounting is discontinued and the cumulative fair value adjustment to the carrying amount of the hedged item is amortized to earnings over the remaining contractual life of the hedged instrument.
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Loans Receivable – Loans receivable, are stated at amortized cost. Interest on loans is calculated using the simple interest method based on the daily balance of the principal amount outstanding and is credited to income as earned. Loan fees, net of direct origination costs, are deferred and amortized over the life of the loan using the effective yield method. If the loan is repaid prior to maturity, the remaining unamortized net deferred loan origination fee is recognized in income at the time of repayment.
Income Recognition on Nonaccrual Loans and Securities – Interest on loans is accrued daily based on the principal amount outstanding. Generally, the accrual of interest on loans is discontinued when, in management’s opinion, the borrower* maybe unable to meet payments as they become due or when they are past due90* days as to either principal or interest (based on contractual terms), unless they are well secured and in the process of collection. All interest accrued butnot collected for loans that are placed on nonaccrual status or charged off are reversed against interest income. Subsequent collections on a cash basis are applied proportionately to past due principal and interest, unless collectability of principal is in doubt, in which case all payments are applied to principal. Loans are returned to accrual status when the loan is performing according to its contractual terms for at leastsix months and the collectability of principal and interest isno longer doubtful. While less common, similar interest reversal and nonaccrual treatment is applied to investment securities if their ultimate collectability becomes questionable.
***Allowance for Credit Losses on Held-to-Maturity Securities –***Management measures expected credit losses on held-to-maturity securities by individual security. Accrued interest receivable on held-to-maturity debt securities is excluded from the estimate of credit losses. The estimate of expected credit losses considers credit ratings and historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.
Allowance for Credit Losses on Available-for-Sale Securities –*** For available-for-sale securities in an unrealized loss position, managementfirst assesses whether it intends to sell or is more likely thannot* to be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that donot meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.
Changes in the ACL are recorded as a provision for (recovery of) credit loss expense. Losses are charged against the ACL when management believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on available-for-sale debt securities isnot included in the estimate of credit losses.
Allowance for Credit Losses on Loans –*** The ACL on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and recoveries are credited to the allowance when received. In the case of recoveries, amounts maynot* exceed the aggregate of amounts previously charged off.
Management utilizes relevant available information, from internal and external sources, relating to past events, current conditions, historical loss experience, and reasonable and supportable forecasts. The lookback period in the analysis includes historical data from2009 to present. Adjustments to historical loss information are made when management determines historical data isnot likely reflective of the current portfolio such as limited data sets or lack of default or loss history. Management* may*selectively apply external market data to subjectively adjust the Company’s own loss history including index or peer data. Accrued interest receivable is excluded from the estimate of credit losses on loans.
Collective Assessment –*** ***The ACL on loans is measured on a collective cohort basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped by call report code and then risk-grade grouping. Risk grade is grouped within each call report code by pass, watch, special mention, substandard, and doubtful. Other loan types are separated into their own cohorts due to specific risk characteristics for that pool of loans.
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The Company has elected a non-discounted cash flow methodology with probability of default (“PD”) and loss given default (“LGD”) for all call report code cohorts (“cohorts”), with the exception of the indirect and marine portfolios which are evaluated under a vintage methodology. The vintage methodology measures the expected loss calculation for future periods based on historical performance by the origination period of loans with similar life cycles and risk characteristics. Guaranteed portions of loans are measured withzero risk due to cash collateral and full guaranty.
The PD calculation looks at the historical loan portfolio at particular points in time (each month during the lookback period) to determine the probability that loans in a certain cohort will default over the next12-month period. A default is defined as a loan that has moved to past due90 days and greater, nonaccrual status, or experienced a charge-off during the period. In cohorts where the Company’s historical data is insufficient due to a minimal amount of default activity orzero defaults, management uses index PDs comprised of rates derived from the PD experience of other community banks in place of the Company’s historical PDs. Additionally, management reviews all other cohorts to determine if index PDs should be used outside of these criteria.
The LGD calculation looks at actual losses (net charge-offs) experienced over the entire lookback period for each cohort of loans. The aggregate loss amount is divided by the exposure at default to determine an LGD rate. All defaults (non-accrual, charge-off, or greater than90 days past due) occurring during the lookback period are included in the denominator, whether a loss occurred ornot and exposure at default is determined by the loan balance immediately preceding the default event (i.e., nonaccrual or charge-off). Due to very limited charge-off history, management uses index LGDs comprised of rates derived from the LGD experience of other community banks in place of the Company’s historical LGDs.
The Company utilizes reasonable and supportable forecasts of future economic conditions when estimating the ACL on loans. The calculation includes a12-month PD forecast based on the Company’s regression model comparing peer nonperforming loan ratios to the national unemployment rate. After the forecast period, PD rates revert on a straight-line basis back to long-term historical average rates over a12-month period. Due to very limited default history, management uses index PDs comprised of rates derived from the PD experience of other community banks in place of the Company’s historical PDs.
The Company recognizes that all significant factors that affect the collectability of the loan portfolio must be considered to determine the estimated credit losses as of the evaluation date. Furthermore, the methodology, in and of itself and even when selectively adjusted by comparison to market and peer data, doesnot provide a sufficient basis to determine the estimated credit losses. The Company adjusts the modeled historical losses by qualitative and environmental adjustments to incorporate all significant risks to form a sufficient basis to estimate the credit losses.
***Individual Assessment –*Loans that donot share similar risk characteristics with other loans in the portfolio are individually evaluated for expected credit losses. These loans typically include nonaccrual loans and other loans for which credit deterioration is evident and repayment is expected to be provided substantially through the operation or sale of collateral. Expected credit losses on individually evaluated loans are measured based on the present value of expected future cash flows, the observable market price of the loan, or, for collateral-dependent loans, the fair value of the underlying collateral, less estimated costs to sell, as applicable.
Determining the Contractual Term –*** ***Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications. Prepayment assumptions will be determined by analysis of historical behavior by loan cohort.
Allowance for Credit Losses on Unfunded Commitments –*** ***The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit. The ACL on unfunded commitments is adjusted through a provision for (recovery of) credit losses. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate utilizes the same factors and assumptions as the ACL on loans and is applied at the same collective cohort level.
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Premises and Equipment, Net – Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives used to compute depreciation include building and building improvements up to 25 years and furniture, fixtures, and equipment from three to 10 years. Leasehold and tenant improvements are amortized using the straight-line method over the lesser of useful life or the life of the related lease. Gains or losses on dispositions are reflected on the Consolidated Statements of Income.
Management reviews buildings, improvements and equipment for impairment on an annual basis or whenever events or changes in the circumstances indicate that the undiscounted cash flows for the property are less than its carrying value. If identified, an impairment loss is recognized through a charge to earnings based on the fair value of the property.
Right of Use (“ROU”) Lease Asset & Lease Liability* –*** **The Company leases retail space, office space, storage space, and equipment under operating leases. Most leases require the Company to pay real estate taxes, maintenance, insurance and other similar costs in addition to the base rent. Certain leases also contain lease incentives, such as tenant improvement allowances and rent abatement. Variable lease payments are recognized as lease expense as they are incurred. The Company records an operating lease ROU asset and an operating lease liability for operating leases with a lease term greater than12 months.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases donot provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Many of the Company’s leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule, which are factored into our determination of lease payments when appropriate. Substantially all the leases provide the Company with the option to extend the lease termone or more times following expiration of the initial term. The ROU asset and lease liability terms* may*include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Transfers of Financial Assets – Transfers of an entire financial asset, a group of entire financial assets, or participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company doesnot maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Mortgage Servicing Rights – Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. Generally, purchased MSRs are capitalized at the cost to acquire the rights. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the MSRs based on relative fair value. Fair value is based on market prices for comparable MSR contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses.
Servicing assets are evaluated quarterly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type, and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranche. If the Company later determines that all or a portion of the impairmentno longer exists for a particular tranche, a reduction of the allowance* may*be recorded as a recovery and an increase to income. Capitalized MSRs are stated separately on the Consolidated Balance Sheets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.
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Long-Lived Assets Held for Sale – Long-lived assets, typically premises and equipment, are classified as held for sale when management commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, an active program to locate a buyer has been initiated, the sale is probable and expected to be completed withinone year, and the asset is being actively marketed at a price that is reasonable in relation to its current fair value. Assets classified as held for sale are measured at the lower of their carrying amount or fair value less estimated costs to sell and arenot depreciated once classified as held for sale. Any resulting write-down to fair value less estimated cost to sell is recognized in noninterest expense in the period in which the held-for-sale criteria are met.
Income Taxes – The Company files a consolidated federal income tax return. Income taxes are reflected in the Company’s consolidated financial statements to show the tax effects of the operations and transactions reported in the consolidated financial statements and consist of taxes currently payable plus deferred taxes. ASC740, “Accounting for Income Taxes,” requires the asset and liability approach for financial accounting and reporting for deferred income taxes. Deferred tax assets and liabilities result from temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. They are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled and are determined using the assets and liability method of accounting. The deferred income tax provision represents the difference between net deferred tax asset/liability at the beginning and end of the reported period. In formulating the deferred tax asset, the Company is required to estimate income and taxes in the jurisdiction in which the Company operates. This process involves estimating the actual current tax exposure for the reported period together with assessing temporary differences resulting from differing treatment of items, such as depreciation and the provision for credit losses, for tax and financial reporting purposes.
The Company follows the authoritative guidance issued related to accounting for uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It is the Company’s policy to record any penalties or interest arising from federal or state taxes as a component of income tax expense.
Earnings Per Share (“EPS”) – Basic and diluted EPS are computed using thetwo-class method, which is an earnings allocation method for computing earnings per share that treats a participating security as having rights to earnings that would otherwise have been available to common shareholders. Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Unvested share-based awards containing non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to thetwo-class method. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Comprehensive Income (Loss) – Comprehensive income (loss) is comprised of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized holding gains and losses on securities available-for-sale, net of tax and unrealized holding gains (losses) on derivatives designated as cash flow hedges, net of tax recorded directly to equity.
Financial Instruments – In the ordinary course of business, the Company has entered into agreements for off-balance-sheet financial instruments consisting of commitments to extend credit and stand-by letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.
Restricted Assets – Regulations of the Board of Governors of the Federal Reserve System (“Federal Reserve”) require that the Bank maintain reserves in the form of cash on hand and deposit balances with the FRB, based on a percentage of deposits. However, the Federal Reserve reduced reserve requirement ratios tozero percent effective* March 26, 2020,and as a result, the Bank wasnot* required to maintain reserve balances at* December 31, 2025* or* December 31, 2024*.
Marketing and Advertising Costs – The Company records marketing and advertising costs as expenses as they are incurred. Total marketing and advertising expense was $1.3 million for each of the years ended* December 31, 2025,*2024 and2023.
Share-Based Compensation – Compensation cost is recognized for stock options and restricted stock awards, based on the fair value of these awards at the grant date. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the grant date is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
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Goodwill – Goodwill is recorded upon completion of a business combination as the difference between the purchase price and the fair value of net identifiable assets acquired. The Company completes its annual review of goodwill during thefourth quarter of each fiscal year. We have determined our goodwill balance is all related to a single reporting unit. An assessment of qualitative factors is completed to determine if it is more likely thannot that the fair value of a reporting unit is less than its carrying amount. If the qualitative analysis concludes that further analysis is required, then a quantitative impairment test would be completed. The quantitative goodwill impairment test is used to identify the existence of impairment and the amount of impairment loss and compares the reporting unit’s estimated fair value, including goodwill, to its carrying amount. If the fair value exceeds the carrying amount, then goodwill isnot considered impaired. If the carrying amount exceeds its fair value, an impairment loss would be recognized equal to the amount of excess, limited to the amount of total goodwill allocated to that reporting unit. There wasno goodwill impairment for the years ended* December 31, 2025,*2024 and2023.
Bank Owned Life Insurance – The Bank has purchased life insurance policies on certain key executives. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
As a result of current tax law and the nature of these policies, the Bank records any increase in cash value of these policies as nontaxable noninterest income. If the Bank decided to surrender any of the policies prior to the death of the insured, such surrender* may*result in tax expense related to the life-to-date cumulative increase in cash value of the policy. If the Bank retains such policies until the death of the insured, the Bank will receive nontaxable proceeds from the insurance company equal to the death benefit of the policies.
Acquired Loans – Establishing the fair value of acquired loans involves a significant amount of judgement, including determining the credit discount based upon historical data adjusted for current economic conditions and other factors. Acquired loans are evaluated upon acquisition and classified as either purchased credit-deteriorated or purchased non-credit-deteriorated. Purchased credit-deteriorated (“PCD”) loans have experienced more than insignificant credit deterioration since origination. For PCD loans, an allowance for credit losses is determined at the acquisition date using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The loan’s fair value is grossed up for the allowance for credit losses and becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through a provision for credit losses.
For purchased non-credit-deteriorated loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loan. While credit discounts are included in the determination of the fair value for non-credit-deteriorated loans, since these discounts are expected to be accreted over the life of the loans, they cannot be used to offset the allowance for credit losses that must be recorded at the acquisition date. As a result, an allowance for credit losses is determined at the acquisition date using the same methodology as other loans held for investment and is recognized as a provision for credit losses in the Consolidated Statement of Income. Any subsequent deterioration (improvement) in credit quality is recognized by recording a provision for (reversal of) credit losses.
Application of New Accounting Guidance in2025**
In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*, which requires enhanced disclosures regarding the effective tax rate reconciliation and income taxes paid, including disaggregation by jurisdiction and additional qualitative information. The guidance is effective for public business entities for annual periods beginning after* December 15, 2024.*
The Company adopted the guidance on* January 1, 2025on a prospective basis. The adoption didnot* impact the Company’s consolidated financial position, results of operations, or cash flows, and resulted only in additional income tax disclosures.
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RECENT ACCOUNTING PRONOUNCEMENTS
In* October 2023,the FASB issued ASU2023*-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments incorporate into the Accounting Standards Codification certain disclosure and presentation requirements currently included in SEC regulations. Each amendment will become effective prospectively upon the SEC’s removal of the related disclosure requirement from its rules. The Company is currently evaluating the impact of ASU2023-06 and doesnot expect the adoption to have a material effect on its consolidated financial statements.
In* January 2025,the FASB issued guidance within ASU2025*-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses*. The amendment in this ASU amends the effective date of ASU2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027.Early adoption of ASU2024*-03 is permitted. The Company is currently evaluating the impact of this ASU but doesnot expect it to have a material effect on its consolidated financial statements.
In* November 2025,the FASB issued ASU2025*-08, Financial Instruments—Credit Losses (Topic326*): Purchased Loans*, which expands and clarifies acquisition-date accounting for certain purchased loans under CECL, including use of a gross-up approach for specified acquired loans. This ASU is effective for annual reporting periods beginning after* December 15, 2026,*and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its accounting for acquired loans and related disclosures.
In* December 2025,the FASB issued guidance within ASU2025*-11, Interim Reporting. The ASU intends to improve the navigability of the guidance in ASC270 and clarify when it applies. Under the amendments, an entity is subject to ASC270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU is effective for interim periods in fiscal years beginning after* December 15, 2027for public business entities, with aone*-year deferral for all other entities. Early adoption is permitted for all entities. The Company is currently evaluating the impact of this ASU but doesnot expect it to have a material effect on its consolidated financial statements.
NOTE2 – INVESTMENTS
The following tables present the amortized costs, unrealized gains, unrealized losses, estimated fair values of securities available-for-sale and held-to-maturity, and the ACL on securities available-for-sale and held-to-maturity, at the dates indicated:
| Estimated | |||||
|---|---|---|---|---|---|
| Amortized · Unrealized · Unrealized · Fair | |||||
| SECURITIES AVAILABLE-FOR-SALE | Cost | Gains | Losses | Values | ACL |
| U.S. agency securities | $20,264 | $66 | $(2,203) | $18,127 | $— |
| Corporate securities | 16,000 | 5 | (619) | 15,386 | — |
| Municipal bonds | 81,156 | 4 | (9,755) | 71,405 | — |
| Mortgage-backed securities | 181,849 | 757 | (9,039) | 173,567 | — |
| Asset-backed securities | 10,828 | 1 | (647) | 10,182 | — |
| Total securities available-for-sale | 310,097 | 833 | (22,263) | 288,667 | — |
| SECURITIES HELD-TO-MATURITY | |||||
| Corporate securities | 31,393 | 831 | (149) | 32,075 | 277 |
| Municipal bonds | 2,108 | 213 | — | 2,321 | — |
| Total securities held-to-maturity | 33,501 | 1,044 | (149) | 34,396 | 277 |
| Total securities | $343,598 | $1,877 | $(22,412) | $323,063 | $277 |
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| Estimated | |||||
|---|---|---|---|---|---|
| Amortized · Unrealized · Unrealized · Fair | |||||
| SECURITIES AVAILABLE-FOR-SALE | Cost | Gains | Losses | Values | ACL |
| U.S. agency securities | $20,247 | $45 | $(3,154) | $17,138 | $— |
| Corporate securities | 16,000 | 8 | (882) | 15,126 | — |
| Municipal bonds | 82,774 | — | (12,430) | 70,344 | — |
| Mortgage-backed securities | 178,740 | 415 | (11,969) | 167,186 | — |
| Asset-backed securities | 12,511 | 3 | (1,133) | 11,381 | — |
| Total securities available-for-sale | 310,272 | 471 | (29,568) | 281,175 | — |
| SECURITIES HELD-TO-MATURITY | |||||
| Corporate securities | 8,500 | — | (356) | 8,144 | 45 |
| Total securities held-to-maturity | 8,500 | — | (356) | 8,144 | 45 |
| Total securities | $318,772 | $471 | $(29,924) | $289,319 | $45 |
The following table presents the activity in the ACL on securities held-to-maturity by major security type for the years indicated:
| SECURITIES HELD-TO-MATURITY | For the Year Ended December 31, | ||
|---|---|---|---|
| Corporate Securities | 2025 | 2024 | 2023 |
| Beginning ACL balance | $45 | $45 | $31 |
| Provision for credit losses | 232 | — | 14 |
| Total ending ACL balance | $277 | $45 | $45 |
Management measures expected credit losses on held-to-maturity debt securities on an individual basis. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The increase in provision during the periods was attributable to increased securities balances. Accrued interest receivable totaled $271,000 and $116,000 on held-to-maturity debt securities and $1.2 million on available-for-sale debt securities for both periods as of* December 31, 2025and2024*, respectively. Accrued interest receivable on securities is reported in “Accrued interest receivable” on the Consolidated Balance Sheets and is excluded from the calculation of the ACL.
The Company monitors the credit quality of debt securities held-to-maturity quarterly using credit rating, material event notices, and changes in market value. The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator:
| December 31, | ||
|---|---|---|
| Corporate securities | 2025 | 2024 |
| BBB | $29,521 | $8,500 |
| BB | 1,872 | — |
| Municipal bonds | ||
| A | 2,108 | — |
| Total | $33,501 | $8,500 |
At* December 31, 2025and2024*, there wereno debt securities held-to-maturity that were classified as either nonaccrual or90 days or more past due and still accruing interest.
The carrying value of securities pledged to secure public deposits totaled $22.8 million and $34.4 million at* December 31, 2025and2024,* respectively. All pledged securities were pledged for the purpose of collateralizing public deposits.
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Investment securities that were in an unrealized loss position at the dates indicated are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| SECURITIES AVAILABLE-FOR-SALE | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses |
| U.S. agency securities | $— | $— | $16,061 | $(2,203) | $16,061 | $(2,203) |
| Corporate securities | 3,961 | (39) | 8,420 | (580) | 12,381 | (619) |
| Municipal bonds | — | — | 70,228 | (9,755) | 70,228 | (9,755) |
| Mortgage-backed securities | 35,194 | (380) | 64,321 | (8,659) | 99,515 | (9,039) |
| Asset-backed securities | 3,047 | (25) | 6,644 | (622) | 9,691 | (647) |
| Total securities available-for-sale | 42,202 | (444) | 165,674 | (21,819) | 207,876 | (22,263) |
| SECURITIES HELD-TO-MATURITY | ||||||
| Corporate securities | 6,788 | (84) | 935 | (65) | 7,723 | (149) |
| Total securities held-to-maturity | 6,788 | (84) | 935 | (65) | 7,723 | (149) |
| Total securities | $48,990 | $(528) | $166,609 | $(21,884) | $215,599 | $(22,412) |
| Less than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| SECURITIES AVAILABLE-FOR-SALE | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses |
| U.S. agency securities | $— | $— | $15,093 | $(3,154) | $15,093 | $(3,154) |
| Corporate securities | 6,781 | (219) | 5,337 | (663) | 12,118 | (882) |
| Municipal bonds | 1,677 | (10) | 68,667 | (12,420) | 70,344 | (12,430) |
| Mortgage-backed securities | 31,093 | (241) | 63,934 | (11,728) | 95,027 | (11,969) |
| Asset-backed securities | 3,638 | (41) | 7,190 | (1,092) | 10,828 | (1,133) |
| Total securities available-for-sale | 43,189 | (511) | 160,221 | (29,057) | 203,410 | (29,568) |
| SECURITIES HELD-TO-MATURITY | ||||||
| Corporate securities | — | — | 8,144 | (356) | 8,144 | (356) |
| Total securities held-to-maturity | — | — | 8,144 | (356) | 8,144 | (356) |
| Total securities | $43,189 | $(511) | $168,365 | $(29,413) | $211,554 | $(29,924) |
The unrealized losses associated with these securities are believed to be caused by changing market conditions and considered to be temporary and the Company doesnot intend, and isnot likely to be required, to sell these securities prior to maturity. Management monitors the published credit ratings of the issuers of the debt securities for material ratings or outlook changes. Substantially all the Company’s municipal bond portfolio is comprised of obligations of states and political subdivisions located within the Company’s geographic footprint that are monitored through quarterly or annual financial review utilizing published credit ratings. All the municipal bond securities are investment grade.
All of the available-for-sale mortgage-backed securities and asset-backed securities in an unrealized loss position are issued or guaranteed by government-sponsored enterprises, and the available-for-sale corporate securities are all investment grade and monitored for rating or outlook changes. Based on the Company’s evaluation of these securities, no credit impairment was recorded for the years ended* December 31, 2025,*2024 and2023.
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The contractual maturities of securities available-for-sale and held-to-maturity at the dates indicated are listed below. Expected maturities of mortgage-backed securities* maydiffer from contractual maturities because borrowers mayhave the right to call or prepay the obligations; therefore, these securities are classified separately withno* specific maturity date.
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| SECURITIES AVAILABLE-FOR-SALE | Amortized | Fair | Amortized | Fair |
| U.S. agency securities | Cost | Value | Cost | Value |
| Due after one year through five years | $4,976 | $4,785 | $4,962 | $4,575 |
| Due after five years through ten years | 15,288 | 13,342 | 10,975 | 9,193 |
| Due after ten years | — | — | 4,310 | 3,370 |
| Subtotal | 20,264 | 18,127 | 20,247 | 17,138 |
| Corporate securities | ||||
| Due within one year | 6,000 | 6,001 | — | — |
| Due after one year through five years | 8,000 | 7,858 | 11,000 | 10,766 |
| Due after five years through ten years | 2,000 | 1,527 | 3,000 | 2,918 |
| Due after ten years | — | — | 2,000 | 1,442 |
| Subtotal | 16,000 | 15,386 | 16,000 | 15,126 |
| Municipal bonds | ||||
| Due after one year through five years | 2,135 | 2,137 | 2,186 | 2,168 |
| Due after five years through ten years | 7,080 | 6,441 | 4,158 | 3,728 |
| Due after ten years | 71,941 | 62,827 | 76,430 | 64,448 |
| Subtotal | 81,156 | 71,405 | 82,774 | 70,344 |
| Mortgage-backed securities | ||||
| Federal National Mortgage Association (“FNMA”) | 82,555 | 75,492 | 90,771 | 80,677 |
| Federal Home Loan Mortgage Corporation (“FHLMC”) | 47,170 | 46,556 | 48,765 | 47,773 |
| Government National Mortgage Association (“GNMA”) | 52,124 | 51,519 | 39,204 | 38,736 |
| Subtotal | 181,849 | 173,567 | 178,740 | 167,186 |
| Asset-backed securities | ||||
| Due within one year | 130 | 129 | 203 | 200 |
| Due after one year through five years | 743 | 730 | 1,073 | 1,037 |
| Due after five years through ten years | 2,598 | 2,458 | 2,867 | 2,648 |
| Due after ten years | 7,357 | 6,865 | 8,368 | 7,496 |
| Subtotal | 10,828 | 10,182 | 12,511 | 11,381 |
| Total securities available-for-sale | 310,097 | 288,667 | 310,272 | 281,175 |
| SECURITIES HELD-TO-MATURITY | ||||
| Corporate securities | ||||
| Due after one year through five years | 3,000 | 2,986 | — | — |
| Due after five years through ten years | 26,143 | 26,839 | 8,500 | 8,144 |
| Due after ten years | 2,250 | 2,250 | — | — |
| Subtotal | 31,393 | 32,075 | 8,500 | 8,144 |
| Municipal bonds | ||||
| Due after ten years | 2,108 | 2,321 | — | — |
| Subtotal | 2,108 | 2,321 | — | — |
| Total securities held-to-maturity | 33,501 | 34,396 | 8,500 | 8,144 |
| Total securities | $343,598 | $323,063 | $318,772 | $289,319 |
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There wereno sales proceeds, or gains or losses from the sale of securities available-for-sale for the years ended* December 31, 2025* and2023. The proceeds and resulting gains and losses from sales of securities available-for-sale for2024 were as follows:
| Gross · Gross | |||
|---|---|---|---|
| Proceeds | Gains | (Losses) | |
| Securities available-for-sale | $101,907 | $215 | $(8,051) |
NOTE3 – LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
The composition of the loan portfolio was as follows at the dates indicated:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| COMMERCIAL REAL ESTATE ("CRE") LOANS | ||
| CRE owner occupied | $176,078 | $170,396 |
| CRE non-owner occupied | 177,113 | 174,921 |
| Commercial and speculative construction and development | 354,130 | 280,798 |
| Multi-family | 262,150 | 245,222 |
| Total CRE loans | 969,471 | 871,337 |
| RESIDENTIAL REAL ESTATE LOANS | ||
| One-to-four-family | 628,761 | 617,322 |
| Home equity | 88,271 | 75,147 |
| Residential custom construction | 42,329 | 49,902 |
| Total residential real estate | 759,361 | 742,371 |
| CONSUMER LOANS | ||
| Indirect home improvement | 525,842 | 541,946 |
| Marine | 68,115 | 74,931 |
| Other consumer | 3,029 | 3,304 |
| Total consumer loans | 596,986 | 620,181 |
| COMMERCIAL BUSINESS LOANS | ||
| Commercial and industrial (“C&I”) | 301,111 | 287,014 |
| Warehouse lending | 28,180 | 12,918 |
| Total commercial business loans | 329,291 | 299,932 |
| Total loans receivable, gross | 2,655,109 | 2,533,821 |
| ACL on loans | (31,937) | (31,870) |
| Total loans receivable, net | $2,623,172 | $2,501,951 |
Loan amounts are net of unearned loan fees in excess of unamortized costs, unamortized net discounts on acquired loans, and premiums on purchased loans of $8.6 million as of* December 31, 2025* and $8.0 million as of* December 31, 2024*. Net loans donot include accrued interest receivable.
Most of the Company’s CRE and multi-family real estate, construction, residential, and commercial business lending activities are with customers located in Western Washington, the Oregon Coast, or near our loan production offices in Vancouver and the Tri-Cities, Washington. While the Company primarily originates real estate, consumer, and commercial business loans in these areas, it also originates indirect home improvement loans, including solar-related home improvement loans, through a network of home improvement contractors and dealers located throughout Washington, Oregon, California, Idaho, Colorado, Arizona, Minnesota, Nevada, Texas, Utah, Massachusetts, Montana, and New Hampshire. Depending on underwriting guidelines, these indirect home improvement loans* maybe secured by collateral, with legal documentation that establishes the Company's rights to the collateral, where practicable. Local economic conditions may*affect borrowers’ ability to meet the stated repayment terms.
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At* December 31, 2025*, the Company held approximately $1.08 billion in loans that are pledged as collateral for FHLB borrowings, compared to approximately $1.11 billion at* December 31, 2024*. The Company held approximately $580.9 million in loans that are pledged as collateral for the FRB line of credit at* December 31, 2025*, compared to approximately $606.5 million at* December 31, 2024*.
The Company has defined its loan portfolio intofour segments that reflect the structure of the lending function, the Company’s strategic plan and the way management monitors performance and credit quality. Thefour loan portfolio segments are: (a) CRE, (b) residential real estate, (c) consumer, and (d) commercial business. Each segment is further disaggregated into classes based on the risk characteristics of the borrower and/or the collateral securing the loan. The following is a summary of the Company’s loan portfolio segments and classes:
CRE Loans
Multi-family Lending. Apartment term lending (five or more units) to current banking customers and community reinvestment loans for low- to moderate-income borrowers in the Company’s footprint.
*CRE Lending.*Loans originated by the Company primarily secured by income-producing properties, including retail centers, warehouses, and office buildings located in our market areas.
Commercial and Speculative Construction and Development Lending. Loans originated for the construction of, and secured by, commercial real estate,one-to-four-family, and multi-family properties and tracts of land for development that arenot pre-sold. Customone-to-four-family construction loans to the intended occupant of the residence are included under residential custom construction lending described below.
Residential Real Estate Loans
One-to-Four-Family Real Estate Lending. One-to-four-family residential loans include both owner-occupied properties (includingsecond homes) and non-owner-occupied properties with up tofour units. These loans which are originated by the Company or periodically purchased from other banks, are secured byfirst mortgages onone-to-four-family residences in our market areas and are intended to be held in the Company's portfolio (excludes loans held for sale).
Home Equity Lending. Loans originated by the Company secured bysecond mortgages onone-to-four-family residences, including home equity lines of credit within our market areas.
Residential Custom Construction Lending. Custom construction loans to the intended occupant of theone-to-four family residence.
Consumer Loans
Indirect Home Improvement. Fixture secured loans for home improvement are originated by the Company through its network of home improvement contractors and dealers. These loans are secured by the personal property installed in, on, or at the borrower’s real property, and* maybe perfected with aUCC‑2* financing statement filed in the county of the borrower’s residence. These indirect home improvement loans include replacement windows, siding, roofing, spas, and other home fixture installations, including solar related home improvement projects.
*Marine.*Loans originated by the Company, secured by boats, to borrowers primarily located in states where the Company originates consumer loans.
Other Consumer. Loans originated by the Company to consumers in our retail branch footprint, including automobiles, direct home improvement loans, loans on deposits, and other consumer loans, primarily consisting of personal lines of credit and credit cards.
Commercial Business Loans
C&I* Lending*. C&I loans originated by the Company to local small- and mid-sized businesses in our market area are secured primarily by accounts receivable, inventory, and personal property, plant and equipment. Some C&I loans purchased by the Company are outside of our market area. C&I loans are made based on the borrower’s ability to repay from the cash flow of the borrower’s business. At* December 31, 2025and2024*, C&I loans included Small Business Administration and United States Department of Agriculture guaranteed certificates of $44.8 million and $52.6 million, respectively.
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Warehouse Lending. Loans originated to non-depository financial institutions and secured by notes originated by the non-depository financial institution. The Company hastwo distinct warehouse lending divisions: commercial warehouse re-lending secured by notes on construction loans and mortgage warehouse re-lending secured by notes related toone-to-four-family loans. The Company’s commercial construction warehouse lines are secured by notes related to construction loans and typically guaranteed by principals with experience in construction lending. Mortgage warehouse lines are funded throughthird-party residential mortgage bankers. Under this program, the Company provides short-term funding to mortgage banking companies for the purpose of originating residential mortgage loans for sale into the secondary market.
Allowance for Credit Losses
The following tables detail activity in the ACL on loans by loan categories, at or for the years indicated:
| Residential · Commercial | |||||
|---|---|---|---|---|---|
| ACL ON LOANS | CRE | Real Estate | Consumer | Business | Total |
| Beginning balance | $7,001 | $7,440 | $14,185 | $3,244 | $31,870 |
| Provision for (reversal of) credit losses on loans | 1,258 | (38) | 7,983 | (248) | 8,955 |
| Charge-offs | (2,300) | — | (7,731) | (433) | (10,464) |
| Recoveries | — | — | 1,497 | 79 | 1,576 |
| Net charge-offs | (2,300) | — | (6,234) | (354) | (8,888) |
| Ending balance | $5,959 | $7,402 | $15,934 | $2,642 | $31,937 |
| Residential · Commercial | |||||
|---|---|---|---|---|---|
| ACL ON LOANS | CRE | Real Estate | Consumer | Business | Total |
| Beginning balance | $7,293 | $6,814 | $13,357 | $4,070 | $31,534 |
| (Reversal of) provision for credit losses on loans | (292) | 626 | 5,221 | 80 | 5,635 |
| Charge-offs | — | — | (5,994) | (1,141) | (7,135) |
| Recoveries | — | — | 1,601 | 235 | 1,836 |
| Net charge-offs | — | — | (4,393) | (906) | (5,299) |
| Ending balance | $7,001 | $7,440 | $14,185 | $3,244 | $31,870 |
| Residential · Commercial | |||||
|---|---|---|---|---|---|
| ACL ON LOANS | CRE | Real Estate | Consumer | Business | Total |
| Beginning balance | $7,056 | $5,067 | $12,109 | $3,760 | $27,992 |
| Provision for credit losses on loans | 237 | 1,757 | 3,465 | 311 | 5,770 |
| Charge-offs | — | (10) | (3,465) | (1) | (3,476) |
| Recoveries | — | — | 1,248 | — | 1,248 |
| Net charge-offs | — | (10) | (2,217) | (1) | (2,228) |
| Ending balance | $7,293 | $6,814 | $13,357 | $4,070 | $31,534 |
The increase in the provision for credit losses on loans for the year ended* December 31, 2025,was primarily attributable to elevated net charge-offs in the commercial real estate and consumer loan portfolios, particularly within indirect home improvement loans. The ACL on loans remained relatively flat between2024* and2025, as increases associated with higher forecasted unemployment, elevated consumer loan delinquencies, and organic loan growth were largely offset by a $2.3 million partial charge-off on a single commercial real estate loan.
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Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company* maymodify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies. These modifications mayresult in an interest rate reduction, term extension, an other-than-insignificant payment delay, or a combination thereof. The Company typically doesnot* offer principal forgiveness. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL on loans because of the measurement methodologies used to estimate the allowance.
The following tables present the amortized cost basis of loans that were both experiencing financial difficulty and modified during the years ended* December 31, 2025and2024*, by class and by type of modification. The tables also present the percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty relative to the total amortized cost basis of each class of financing receivable, as well as the financial effect of the modification.
| Weighted- | |||
|---|---|---|---|
| Average | |||
| Combination · Term | |||
| Term | Total | Extension | |
| Extension | Class of | Payment | |
| Payment | Financing | Delay | |
| CRE LOANS | Delay | Receivable | (in years) |
| CRE owner occupied | $1,204 | 0.68% | 3.3 |
| Total | |||
| Class of | |||
| COMMERCIAL BUSINESS | Principal | Financing | Principal |
| LOANS | Forgiveness | Receivable | Forgiven |
| C&I | $182 | 0.06% | $357 |
| Weighted- | |||
|---|---|---|---|
| Average | |||
| Combination · Term | |||
| Term | Total | Extension | |
| Extension | Class of | Payment | |
| Payment | Financing | Delay | |
| CRE LOANS | Delay | Receivable | (in years) |
| CRE owner occupied | $1,146 | 0.33% | 2.5 |
| Commercial construction and development | 4,979 | 1.51 | 0.5 |
As of* December 31, 2025*, the Company hadnot committed any additional amounts to borrowers experiencing financial difficulty whose loans were modified within the previous12 months. As of* December 31, 2024*, the Company had committed $5.3 million to borrowers experiencing financial difficulty whose loans were modified within the previous12 months.
The Company closely monitors the performance of loans modified for borrowers experiencing financial difficulty to evaluate the effectiveness of its modification efforts. The following tables present the performance of such loans that were modified within the prior12 months as of each period-end presented:
| 30-59 | 60-89 | |||
| Days | Days | 90 Days | Total | |
|---|---|---|---|---|
| Past | Past | or More | Past | |
| COMMERCIAL BUSINESS LOANS | Due | Due | Past Due | Due |
| C&I | $— | $— | $182 | $182 |
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| 30-59 | 60-89 | |||
| Days | Days | 90 Days | Total | |
|---|---|---|---|---|
| Past | Past | or More | Past | |
| CRE LOANS | Due | Due | Past Due | Due |
| Construction and development | $— | $— | $4,979 | $4,979 |
There wereno loans to borrowers experiencing financial difficulty that had a payment default during the years ended* December 31, 2025,*2024 and2023 and were modified in the12 months prior to that default.
Nonaccrual and Past Due Loans
The following tables provide information pertaining to the aging analysis of contractually past due loans and nonaccrual loans at the dates indicated:
| 30-59 | 60-89 | ||||||||||||
| Days · Days · 90 Days · Total · Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Past · Past · or More · Past · Loans · Non- | |||||||||||||
| CRE LOANS | Due | Due | Past Due | Due | Current | Receivable | Accrual (1) | ||||||
| CRE owner occupied | $587 | $— | $844 | $1,431 | $174,647 | $176,078 | $2,049 | ||||||
| CRE non-owner occupied | — | — | — | — | 177,113 | 177,113 | — | ||||||
| Commercial and speculative construction and development | — | — | 9,236 | 9,236 | 344,894 | 354,130 | 9,236 | ||||||
| Multi-family | — | — | — | — | 262,150 | 262,150 | — | ||||||
| Total CRE loans | 587 | — | 10,080 | 10,667 | 958,804 | 969,471 | 11,285 | ||||||
| RESIDENTIAL REAL ESTATE LOANS | |||||||||||||
| One-to-four-family (excludes loans held for sale) | 1,244 | 214 | 84 | 1,542 | 627,219 | 628,761 | 1,778 | ||||||
| Home equity | 228 | — | 71 | 299 | 87,972 | 88,271 | 390 | ||||||
| Residential custom construction | — | — | — | — | 42,329 | 42,329 | — | ||||||
| Total residential real estate loans | 1,472 | 214 | 155 | 1,841 | 757,520 | 759,361 | 2,168 | ||||||
| CONSUMER LOANS | |||||||||||||
| Indirect home improvement | 4,829 | 2,292 | 1,480 | 8,601 | 517,241 | 525,842 | 4,256 | ||||||
| Marine | 254 | 9 | 69 | 332 | 67,783 | 68,115 | 454 | ||||||
| Other consumer | 54 | 27 | 1 | 82 | 2,947 | 3,029 | 2 | ||||||
| Total consumer loans | 5,137 | 2,328 | 1,550 | 9,015 | 587,971 | 596,986 | 4,712 | ||||||
| COMMERCIAL BUSINESS LOANS | |||||||||||||
| C&I | 122 | — | 580 | 702 | 300,409 | 301,111 | 580 | ||||||
| Warehouse lending | — | — | — | — | 28,180 | 28,180 | — | ||||||
| Total commercial business loans | 122 | — | 580 | 702 | 328,589 | 329,291 | 580 | ||||||
| Total loans | $7,318 | $2,542 | $12,365 | $22,225 | $2,632,884 | $2,655,109 | $18,745 | ||||||
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| 30-59 | 60-89 | ||||||||||||
| Days · Days · 90 Days · Total · Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Past · Past · or More · Past · Loans · Non- | |||||||||||||
| CRE LOANS | Due | Due | Past Due | Due | Current | Receivable | Accrual (1) | ||||||
| CRE owner occupied | $845 | $— | $1,625 | $2,470 | $167,926 | $170,396 | $2,771 | ||||||
| CRE non-owner occupied | — | — | — | — | 174,921 | 174,921 | — | ||||||
| Commercial and speculative construction and development | — | — | 4,979 | 4,979 | 275,819 | 280,798 | 4,979 | ||||||
| Multi-family | — | — | — | — | 245,222 | 245,222 | — | ||||||
| Total CRE loans | 845 | — | 6,604 | 7,449 | 863,888 | 871,337 | 7,750 | ||||||
| RESIDENTIAL REAL ESTATE LOANS | |||||||||||||
| One-to-four-family | 2,507 | 253 | 76 | 2,836 | 614,486 | 617,322 | 164 | ||||||
| Home equity | 20 | — | 251 | 271 | 74,876 | 75,147 | 261 | ||||||
| Residential custom construction | 822 | — | — | 822 | 49,080 | 49,902 | — | ||||||
| Total residential real estate loans | 3,349 | 253 | 327 | 3,929 | 738,442 | 742,371 | 425 | ||||||
| CONSUMER LOANS | |||||||||||||
| Indirect home improvement | 3,920 | 1,787 | 758 | 6,465 | 535,481 | 541,946 | 1,677 | ||||||
| Marine | 718 | 150 | 40 | 908 | 74,023 | 74,931 | 289 | ||||||
| Other consumer | 17 | 1 | 13 | 31 | 3,273 | 3,304 | 14 | ||||||
| Total consumer loans | 4,655 | 1,938 | 811 | 7,404 | 612,777 | 620,181 | 1,980 | ||||||
| COMMERCIAL BUSINESS LOANS | |||||||||||||
| C&I | 118 | — | 3,331 | 3,449 | 283,565 | 287,014 | 3,446 | ||||||
| Warehouse lending | — | — | — | — | 12,918 | 12,918 | — | ||||||
| Total commercial business loans | 118 | — | 3,331 | 3,449 | 296,483 | 299,932 | 3,446 | ||||||
| Total loans | $8,967 | $2,191 | $11,073 | $22,231 | $2,511,590 | $2,533,821 | $13,601 | ||||||
| (1) | Includes loans less than 90 days past due as applicable. |
There wereno loans90 days or more past due and still accruing interest at both* December 31, 2025and2024*.
There were $156,000 and $84,000 in residential real estate loans in the process of foreclosure at* December 31, 2025and2024*, respectively.
Credit Quality Indicators
As part of the Company’s on-going monitoring of credit quality of the loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grading of loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) nonperforming loans and (v) the general economic conditions in the Company’s markets.
The Company utilizes a risk grading matrix to assign a risk grade to its real estate and commercial business loans. Loans are graded on a scale of1 to10, with loans in risk grades1 to6 reported as “Pass” and loans in risk grades7 to10 reported as classified loans in the Company’s ACL analysis.
A description of the10 risk grades is as follows:
| ● | Grades 1 and 2 - These grades include loans to very high-quality borrowers with excellent or desirable business credit. |
|---|
| ● | Grade 3 - This grade includes loans to borrowers of good business credit with moderate risk. |
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| ● | Grades 4 and 5 - These grades include “Pass” grade loans to borrowers of average credit quality and risk. |
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| ● | Grade 6 - This grade includes loans on management’s “Watch” list and is intended to be utilized on a temporary basis for “Pass” grade borrowers where frequent and thorough monitoring is required due to credit weaknesses and where significant risk-modifying action is anticipated in the near term. |
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| ● | Grade 7 - This grade is for “Other Assets Especially Mentioned (OAEM)” or “Special Mention” loans in accordance with regulatory guidelines and includes borrowers where performance is poor or significantly less than expected. |
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| ● | Grade 8 - This grade includes “Substandard” loans in accordance with regulatory guidelines which represent an unacceptable business credit where a loss is possible if loan weakness is not corrected. |
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| ● | Grade 9 - This grade includes “Doubtful” loans in accordance with regulatory guidelines where a loss is highly probable. |
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| ● | Grade 10 - This grade includes “Loss” loans in accordance with regulatory guidelines for which total loss is expected and when identified are charged off. |
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Homogeneous loans are risk rated based upon the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification and Account Management Policy. Loans classified under this policy at the Company are consumer loans which include indirect home improvement, solar, marine, other consumer, andone-to-four-familyfirst andsecond liens. Under the Uniform Retail Credit Classification and Account Management Policy, loans that are current or less than90 days past due are graded “Pass” and risk graded*“4”* or*“5”* internally. Loans that are past due more than90 days are classified “Substandard” risk graded*“8”* internally until the loan has demonstrated consistent performance, typicallysix months of contractual payments. Closed-end loans that are120 days past due and open-end loans that are180 days past due are charged off based on the value of the collateral less cost to sell. Management* may*choose to conservatively risk rate credits even if paying in accordance with the loan’s repayment terms.
CRE (owner occupied, non-owner occupied, commercial construction and development, and multi-family) and commercial business loans are evaluated individually for their risk classification and* may*be classified as “Substandard” even if current on their loan payment obligations. We regularly review our credits for accuracy of risk grades whenever we receive new information. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals ranging from monthly to annually depending on credit size, risk, and complexity. In addition, non-owner-occupied CRE borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. We monitor construction loans monthly. We also review loans graded “Watch” or worse, regardless of loan type,no less than quarterly.
96
The following tables summarize risk rated loan balances and total current period gross charge-offs by category as of* December 31, 2025and2024*. Term loans that were renewed or extended for periods longer than90 days are presented as new originations in the year of the most recent renewal or extension.
| Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans | |||||||||
| CRE LOANS · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| CRE owner occupied | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Loans | to Term | Loans |
| Pass | $37,809 | $4,148 | $21,485 | $35,169 | $10,625 | $34,840 | $— | $— | $144,076 |
| Watch | 142 | 600 | 4,084 | 6,167 | 14,137 | 4,438 | — | — | 29,568 |
| Special mention | — | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | 2,434 | — | — | 2,434 |
| Total CRE owner occupied | 37,951 | 4,748 | 25,569 | 41,336 | 24,762 | 41,712 | — | — | 176,078 |
| CRE non-owner occupied | |||||||||
| Pass | 9,467 | 8,362 | 15,734 | 49,708 | 34,888 | 51,951 | — | 475 | 170,585 |
| Watch | — | — | — | — | — | — | — | — | — |
| Special mention | — | — | — | 1,354 | — | 2,113 | — | — | 3,467 |
| Substandard | — | — | 3,061 | — | — | — | — | — | 3,061 |
| Total CRE non-owner occupied | 9,467 | 8,362 | 18,795 | 51,062 | 34,888 | 54,064 | — | 475 | 177,113 |
| Commercial and speculative construction and development | |||||||||
| Pass | 188,568 | 96,592 | 19,623 | 22,343 | 10,004 | 63 | 7,701 | — | 344,894 |
| Substandard | — | — | — | 9,236 | — | — | — | — | 9,236 |
| Total commercial and speculative construction and development | 188,568 | 96,592 | 19,623 | 31,579 | 10,004 | 63 | 7,701 | — | 354,130 |
| Commercial and speculative construction and development gross charge-offs | — | — | — | 2,300 | — | — | — | — | 2,300 |
| Multi-family | |||||||||
| Pass | 26,491 | 20,750 | 7,017 | 19,921 | 85,961 | 102,010 | — | — | 262,150 |
| Total multi-family | 26,491 | 20,750 | 7,017 | 19,921 | 85,961 | 102,010 | — | — | 262,150 |
| Total CRE loans | $262,477 | $130,452 | $71,004 | $143,898 | $155,615 | $197,849 | $7,701 | $475 | $969,471 |
| Total CRE loans gross charge-offs | $— | $— | $— | $2,300 | $— | $— | $— | $— | $2,300 |
| RESIDENTIAL · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| REAL ESTATE LOANS · Loans | |||||||||
| One-to-four-family · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| (excludes loans held for sale) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Loans | to Term | Loans |
| Pass | $93,883 | $56,292 | $102,074 | $149,010 | $97,732 | $124,942 | $— | $502 | $624,435 |
| Watch | — | — | — | 710 | — | — | — | — | 710 |
| Substandard | — | — | 673 | — | — | 2,943 | — | — | 3,616 |
| Total one-to-four-family | 93,883 | 56,292 | 102,747 | 149,720 | 97,732 | 127,885 | — | 502 | 628,761 |
| Home equity | |||||||||
| Pass | 11,609 | 1,595 | 1,615 | 287 | 1,189 | 6,432 | 65,154 | — | 87,881 |
| Substandard | — | — | — | — | — | 80 | 310 | — | 390 |
| Total home equity | 11,609 | 1,595 | 1,615 | 287 | 1,189 | 6,512 | 65,464 | — | 88,271 |
| Residential custom construction | |||||||||
| Pass | 31,650 | 8,097 | 1,230 | 1,352 | — | — | — | — | 42,329 |
| Total residential custom construction | 31,650 | 8,097 | 1,230 | 1,352 | — | — | — | — | 42,329 |
| Total residential real estate loans | $137,142 | $65,984 | $105,592 | $151,359 | $98,921 | $134,397 | $65,464 | $502 | $759,361 |
97
| Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans | |||||||||
| CONSUMER LOANS · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| Indirect home improvement | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Loans | to Term | Loans |
| Pass | $111,727 | $67,451 | $100,504 | $131,844 | $58,058 | $52,002 | $— | $— | $521,586 |
| Substandard | 434 | 792 | 1,011 | 1,124 | 323 | 572 | — | — | 4,256 |
| Total indirect home improvement | 112,161 | 68,243 | 101,515 | 132,968 | 58,381 | 52,574 | — | — | 525,842 |
| Indirect home improvement gross charge-offs | 261 | 1,763 | 1,647 | 2,025 | 884 | 753 | — | — | 7,333 |
| Marine | |||||||||
| Pass | 7,619 | 10,210 | 9,647 | 17,126 | 7,366 | 15,693 | — | — | 67,661 |
| Substandard | — | — | 5 | 111 | 94 | 244 | — | — | 454 |
| Total marine | 7,619 | 10,210 | 9,652 | 17,237 | 7,460 | 15,937 | — | — | 68,115 |
| Marine gross charge-offs | — | 63 | 42 | — | 11 | 101 | — | — | 217 |
| Other consumer | |||||||||
| Pass | 255 | 94 | 37 | 88 | 6 | 108 | 2,439 | — | 3,027 |
| Substandard | — | — | — | 1 | — | — | 1 | — | 2 |
| Total other consumer | 255 | 94 | 37 | 89 | 6 | 108 | 2,440 | — | 3,029 |
| Other consumer gross charge-offs | — | 6 | — | — | 2 | 56 | 117 | — | 181 |
| Total consumer loans | $120,035 | $78,547 | $111,204 | $150,294 | $65,847 | $68,619 | $2,440 | $— | $596,986 |
| Total consumer loans gross charge-offs | $261 | $1,832 | $1,689 | $2,025 | $897 | $910 | $117 | $— | $7,731 |
| Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| COMMERCIAL | Loans | ||||||||
| BUSINESS LOANS · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| C&I | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Loans | to Term | Loans |
| Pass | $48,052 | $55,033 | $18,762 | $12,437 | $12,048 | $11,105 | $123,306 | $2,121 | $282,864 |
| Watch | — | — | — | — | 1,017 | — | 6,303 | 16 | 7,336 |
| Special mention | — | — | 5,000 | — | — | 1,391 | 648 | — | 7,039 |
| Substandard | 191 | — | 84 | — | 1,592 | 1,199 | 806 | — | 3,872 |
| Total C&I | 48,243 | 55,033 | 23,846 | 12,437 | 14,657 | 13,695 | 131,063 | 2,137 | 301,111 |
| C&I gross charge-offs | — | — | — | — | 433 | — | — | — | 433 |
| Warehouse lending | |||||||||
| Pass | — | — | — | — | — | — | 28,177 | — | 28,177 |
| Special mention | — | — | — | — | — | — | 3 | — | 3 |
| Total warehouse lending | — | — | — | — | — | — | 28,180 | — | 28,180 |
| Total commercial business loans | $48,243 | $55,033 | $23,846 | $12,437 | $14,657 | $13,695 | $159,243 | $2,137 | $329,291 |
| Total commercial business loans gross charge-offs | $— | $— | $— | $— | $433 | $— | $— | $— | $433 |
| TOTAL LOANS RECEIVABLE, GROSS | |||||||||
| Pass | $567,130 | $328,624 | $297,728 | $439,285 | $317,877 | $399,146 | $226,777 | $3,098 | $2,579,665 |
| Watch | 142 | 600 | 4,084 | 6,877 | 15,154 | 4,438 | 6,303 | 16 | 37,614 |
| Special mention | — | — | 5,000 | 1,354 | — | 3,504 | 651 | — | 10,509 |
| Substandard | 625 | 792 | 4,834 | 10,472 | 2,009 | 7,472 | 1,117 | — | 27,321 |
| Total loans receivable, gross | $567,897 | $330,016 | $311,646 | $457,988 | $335,040 | $414,560 | $234,848 | $3,114 | $2,655,109 |
| Total gross charge-offs | $261 | $1,832 | $1,689 | $4,325 | $1,330 | $910 | $117 | $— | $10,464 |
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| Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans | |||||||||
| CRE LOANS · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| CRE owner occupied | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | to Term | Loans |
| Pass | $4,659 | $31,943 | $35,248 | $15,653 | $28,970 | $22,926 | $— | $679 | $140,078 |
| Watch | — | — | 9,300 | 12,654 | — | 4,354 | — | — | 26,308 |
| Special mention | — | — | — | — | — | 394 | — | — | 394 |
| Substandard | — | — | — | — | 1,625 | 1,991 | — | — | 3,616 |
| Total CRE owner occupied | 4,659 | 31,943 | 44,548 | 28,307 | 30,595 | 29,665 | — | 679 | 170,396 |
| CRE non-owner occupied | |||||||||
| Pass | 8,364 | 16,491 | 48,829 | 36,221 | 14,682 | 43,216 | — | — | 167,803 |
| Watch | — | 3,135 | 1,389 | — | — | 2,594 | — | — | 7,118 |
| Total CRE non-owner occupied | 8,364 | 19,626 | 50,218 | 36,221 | 14,682 | 45,810 | — | — | 174,921 |
| Commercial and speculative construction and development | |||||||||
| Pass | 129,201 | 77,241 | 28,810 | 29,851 | — | 380 | 10,336 | — | 275,819 |
| Substandard | — | — | 4,979 | — | — | — | — | — | 4,979 |
| Total commercial and speculative construction and development | 129,201 | 77,241 | 33,789 | 29,851 | — | 380 | 10,336 | — | 280,798 |
| Multi-family | |||||||||
| Pass | 20,662 | 7,030 | 20,098 | 89,733 | 59,886 | 47,813 | — | — | 245,222 |
| Total multi-family | 20,662 | 7,030 | 20,098 | 89,733 | 59,886 | 47,813 | — | — | 245,222 |
| Total CRE loans | $162,886 | $135,840 | $148,653 | $184,112 | $105,163 | $123,668 | $10,336 | $679 | $871,337 |
| RESIDENTIAL · Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| REAL ESTATE LOANS · Loans | |||||||||
| One-to-four-family · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| (excludes loans held for sale) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | to Term | Loans |
| Pass | $77,602 | $110,505 | $174,355 | $109,006 | $76,653 | $66,426 | $— | $— | $614,547 |
| Substandard | — | — | 735 | — | — | 2,040 | — | — | 2,775 |
| Total one-to-four-family | 77,602 | 110,505 | 175,090 | 109,006 | 76,653 | 68,466 | — | — | 617,322 |
| Home equity | |||||||||
| Pass | 6,501 | 2,379 | 326 | 1,538 | 5,930 | 1,631 | 56,430 | 151 | 74,886 |
| Substandard | — | — | — | — | — | 14 | 247 | — | 261 |
| Total home equity | 6,501 | 2,379 | 326 | 1,538 | 5,930 | 1,645 | 56,677 | 151 | 75,147 |
| Residential custom construction | |||||||||
| Pass | 38,741 | 9,771 | 1,390 | — | — | — | — | — | 49,902 |
| Total residential custom construction | 38,741 | 9,771 | 1,390 | — | — | — | — | — | 49,902 |
| Total residential real estate loans | $122,844 | $122,655 | $176,806 | $110,544 | $82,583 | $70,111 | $56,677 | $151 | $742,371 |
99
| Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Loans | |||||||||
| CONSUMER LOANS · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| Indirect home improvement | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | to Term | Loans |
| Pass | $98,516 | $130,254 | $167,896 | $74,577 | $28,045 | $40,981 | $— | $— | $540,269 |
| Substandard | 99 | 403 | 712 | 100 | 106 | 257 | — | — | 1,677 |
| Total indirect home improvement | 98,615 | 130,657 | 168,608 | 74,677 | 28,151 | 41,238 | — | — | 541,946 |
| Indirect home improvement gross charge-offs | 381 | 1,477 | 1,627 | 677 | 568 | 523 | — | — | 5,253 |
| Marine | |||||||||
| Pass | 13,322 | 11,386 | 20,449 | 8,521 | 10,958 | 10,006 | — | — | 74,642 |
| Substandard | — | — | — | — | 106 | 183 | — | — | 289 |
| Total marine | 13,322 | 11,386 | 20,449 | 8,521 | 11,064 | 10,189 | — | — | 74,931 |
| Marine gross charge-offs | — | 21 | 128 | 51 | 128 | 237 | — | — | 565 |
| Other consumer | |||||||||
| Pass | 310 | 93 | 334 | 56 | 35 | 126 | 2,336 | — | 3,290 |
| Substandard | — | — | — | 3 | — | — | 11 | — | 14 |
| Total other consumer | 310 | 93 | 334 | 59 | 35 | 126 | 2,347 | — | 3,304 |
| Other consumer gross charge-offs | 1 | 33 | 6 | — | — | 45 | 91 | — | 176 |
| Total consumer loans | $112,247 | $142,136 | $189,391 | $83,257 | $39,250 | $51,553 | $2,347 | $— | $620,181 |
| Total consumer loans gross charge-offs | $382 | $1,531 | $1,761 | $728 | $696 | $805 | $91 | $— | $5,994 |
| Revolving | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| COMMERCIAL · Loans | |||||||||
| BUSINESS LOANS · Term Loans by Year of Origination · Revolving · Converted · Total | |||||||||
| C&I | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | to Term | Loans |
| Pass | $65,491 | $20,084 | $20,091 | $16,468 | $6,135 | $8,791 | $120,899 | $602 | $258,561 |
| Watch | — | 4,987 | — | 722 | 1,799 | — | 4,183 | — | 11,691 |
| Special mention | — | — | — | 543 | — | 556 | 6,375 | — | 7,474 |
| Substandard | — | 2,373 | — | 2,243 | 1,255 | 1,296 | 2,121 | — | 9,288 |
| Total C&I | 65,491 | 27,444 | 20,091 | 19,976 | 9,189 | 10,643 | 133,578 | 602 | 287,014 |
| C&I gross charge-offs | — | — | — | — | — | 380 | 761 | — | 1,141 |
| Warehouse lending | |||||||||
| Pass | — | — | — | — | — | — | 11,060 | — | 11,060 |
| Special mention | — | — | — | — | — | — | 1,858 | — | 1,858 |
| Total warehouse lending | — | — | — | — | — | — | 12,918 | — | 12,918 |
| Total commercial business loans | $65,491 | $27,444 | $20,091 | $19,976 | $9,189 | $10,643 | $146,496 | $602 | $299,932 |
| Total commercial business loans gross charge-offs | $— | $— | $— | $— | $— | $380 | $761 | $— | $1,141 |
| TOTAL LOANS RECEIVABLE, GROSS | |||||||||
| Pass | $463,369 | $417,177 | $517,826 | $381,624 | $231,294 | $242,296 | $201,061 | $1,432 | $2,456,079 |
| Watch | — | 8,122 | 10,689 | 13,376 | 1,799 | 6,948 | 4,183 | — | 45,117 |
| Special mention | — | — | — | 543 | — | 950 | 8,233 | — | 9,726 |
| Substandard | 99 | 2,776 | 6,426 | 2,346 | 3,092 | 5,781 | 2,379 | — | 22,899 |
| Total loans receivable, gross | $463,468 | $428,075 | $534,941 | $397,889 | $236,185 | $255,975 | $215,856 | $1,432 | $2,533,821 |
| Total gross charge-offs | $382 | $1,531 | $1,761 | $728 | $696 | $1,185 | $852 | $— | $7,135 |
100
The following table presents the amortized cost basis of loans on nonaccrual status at the dates indicated:
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Nonaccrual with | Nonaccrual with | Total | Nonaccrual with | Nonaccrual with | Total | |
| CRE LOANS | No ACL | ACL | Nonaccrual | No ACL | ACL | Nonaccrual |
| CRE owner occupied | $2,049 | $— | $2,049 | $2,771 | $— | $2,771 |
| Commercial and speculative construction and development | — | 9,236 | 9,236 | — | 4,979 | 4,979 |
| 2,049 | 9,236 | 11,285 | 2,771 | 4,979 | 7,750 | |
| RESIDENTIAL REAL ESTATE LOANS | ||||||
| One-to-four-family | 1,778 | — | 1,778 | 164 | — | 164 |
| Home equity | 390 | — | 390 | 261 | — | 261 |
| 2,168 | — | 2,168 | 425 | — | 425 | |
| CONSUMER LOANS | ||||||
| Indirect home improvement | — | 4,256 | 4,256 | — | 1,677 | 1,677 |
| Marine | — | 454 | 454 | — | 289 | 289 |
| Other consumer | — | 2 | 2 | — | 14 | 14 |
| — | 4,712 | 4,712 | — | 1,980 | 1,980 | |
| COMMERCIAL BUSINESS LOANS | ||||||
| C&I | 415 | 165 | 580 | 2,486 | 960 | 3,446 |
| Total | $4,632 | $14,113 | $18,745 | $5,682 | $7,919 | $13,601 |
The Company recognized interest income on a cash basis for nonaccrual loans of $576,000, $427,000, and $579,000 during the years ended* December 31, 2025,*2024 and2023, respectively.
The following table presents the amortized cost basis of collateral dependent loans by class of loans as of dates indicated:
| December 31, 2025 · December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Residential · Other · Residential · Other | ||||||||
| Real · Non-Real · Real · Non-Real | ||||||||
| CRE LOANS | CRE | Estate | Estate | Total | CRE | Estate | Estate | Total |
| CRE owner occupied | $2,049 | $— | $— | $2,049 | $2,771 | $— | $— | $2,771 |
| Commercial and speculative construction and development | 9,236 | — | — | 9,236 | 4,979 | — | — | 4,979 |
| 11,285 | — | — | 11,285 | 7,750 | — | — | 7,750 | |
| RESIDENTIAL REAL ESTATE LOANS | ||||||||
| One-to-four-family | — | 1,778 | — | 1,778 | — | 164 | — | 164 |
| Home equity | — | 390 | — | 390 | — | 261 | — | 261 |
| — | 2,168 | — | 2,168 | — | 425 | — | 425 | |
| CONSUMER LOANS | ||||||||
| Indirect home improvement | — | — | 4,256 | 4,256 | — | — | 1,677 | 1,677 |
| Marine | — | — | 454 | 454 | — | — | 289 | 289 |
| — | — | 4,710 | 4,710 | — | — | 1,966 | 1,966 | |
| COMMERCIAL BUSINESS LOANS | ||||||||
| C&I | — | — | 398 | 398 | — | — | 3,446 | 3,446 |
| Total | $11,285 | $2,168 | $5,108 | $18,561 | $7,750 | $425 | $5,412 | $13,587 |
101
Related Party Loans
Certain directors and executive officers or their related affiliates are customers of and have had banking transactions with the Company. Total loans to directors, executive officers, and their affiliates are subject to regulatory limitations.
Outstanding loan balances of related party loans, all of which were within regulatory limits, were as follows:
| At December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance | $3,575 | $3,343 |
| Additions | 37 | 345 |
| Repayments | (153) | (113) |
| Ending balance | $3,459 | $3,575 |
The aggregate maximum loan balance of extended credit to related parties was $3.5 million and $3.6 million at* December 31, 2025and2024*, respectively, and includes the ending balances from the tables above. These loans and lines of credit were made in compliance with applicable laws on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelatedthird parties and donot involve more than the normal risk of collectability.
NOTE4 – MORTGAGE SERVICING RIGHTS
Loans serviced for others arenot included on the Consolidated Balance Sheets. The unpaid principal balances of residential mortgage loans serviced for others was $1.67 billion and $1.63 billion at* December 31, 2025and2024*, respectively. Custodial escrow balances maintained in connection with loans serviced for others were $10.9 million and $10.5 million at* December 31, 2025and2024*, respectively.
The following table summarizes MSRs activity at or for the years indicated:
| At or For the Year Ended | |||
|---|---|---|---|
| December 31, | |||
| 2025 | 2024 | 2023 | |
| Beginning balance, at the lower of cost or fair value | $9,204 | $17,176 | $18,017 |
| Additions | 2,129 | 2,415 | 2,772 |
| Sales | — | (7,953) | — |
| MSRs amortized | (2,671) | (2,472) | (3,565) |
| (Impairment) recovery of MSRs | (54) | 38 | (48) |
| Ending balance, at the lower of cost or fair value | $8,608 | $9,204 | $17,176 |
The fair value of the MSRs’ assets was $21.8 million and $21.0 million at* December 31, 2025* and* December 31, 2024*, respectively. Fair value adjustments to MSRs are mainly due to market-based assumptions associated with discounted cash flows, loan prepayment speeds, and changes in interest rates. A significant change in prepayments of the loans in the MSRs portfolio could result in significant changes in the valuation adjustments, thus creating potential volatility in the carrying amount of MSRs.
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Key economic assumptions of the current fair value for single family MSRs are presented in the table below. Also shown is the sensitivity of the MSR portfolio to changes in market interest rates on the underlying loans, expressed as the impact on prepayment speeds and discount rates. The table presents the estimated decline in fair value assuming a 10% and 20% adverse change in market interest rates. Two sets of sensitivities are provided: (i) prepayment-only sensitivity, reflecting the impact of the interest rate change on prepayment speeds, holding discount rates constant; and (ii) combined sensitivity reflecting the impact of the interest rate change on both prepayment speeds and the discount rate used to value the MSRs.
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Aggregate portfolio principal balance | $1,673,501 | $1,632,141 |
| Weighted average rate of loans in MSRs portfolio | 4.4% | 4.2% |
| Fair value MSRs | $21,800 | $21,043 |
| Weighted average life in years | 7.7 | 7.9 |
| Weighted average constant prepayment rate | 8.5% | 8.3% |
| Decline in fair value from 10% adverse change (prepayment-only) | $736 | $408 |
| Decline in fair value from 20% adverse change (prepayment-only) | $1,253 | $776 |
| Effective discount rate | 9.1% | 10.2% |
| Decline in fair value from 10% adverse change (prepayment + discount rate) | $899 | $911 |
| Decline in fair value from 20% adverse change (prepayment + discount rate) | $1,730 | $1,819 |
These sensitivities are hypothetical and should be used with caution as the tables above demonstrate the Company’s methodology for estimating the fair value of MSRs which is extremely sensitive to changes in key assumptions. For example, actual prepayment experience* maydiffer and any difference mayhave a material effect on the fair value of MSRs. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value maynot* be linear. Also, in this table, the effects of a variation in a particular assumption on the fair value of MSRs is calculated without changing any other assumption; in reality, changes inone factor* maybe associated with changes in another (for example, decreases in market interest rates mayprovide an incentive to refinance; however, this mayalso indicate a slowing economy and an increase in the unemployment rate, which reduces the number of borrowers who qualify for refinancing), which maymagnify or counteract the sensitivities. Thus, any measurement of the fair value of MSRs is limited by the conditions existing and assumptions made at a particular point in time. Those assumptions maynot* be appropriate if they are applied to a different time.
The Company recorded $4.4 million, $4.7 million, and $7.2 million of gross contractually specified servicing fees, late fees, and other ancillary fees resulting from servicing of loans for the years ended* December 31, 2025,*2024 and2023, respectively. The income, net of amortization of MSRs, is reported in “Service charges and fee income” on the Consolidated Statements of Income.
NOTE5 – PREMISES AND EQUIPMENT
Premises and equipment at the dates indicated were as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Land | $10,333 | $7,925 |
| Buildings | 32,862 | 20,814 |
| Furniture, fixtures, and equipment | 17,443 | 16,831 |
| Leasehold improvements | 2,874 | 2,880 |
| Building improvements | 4,924 | 8,392 |
| Projects in process | 382 | 211 |
| Subtotal | 68,818 | 57,053 |
| Less accumulated depreciation and amortization | (24,753) | (27,297) |
| Total | $44,065 | $29,756 |
Depreciation and amortization expense for these assets totaled $2.8 million, $2.5 million, and $2.6 million for the years ended* December 31, 2025,*2024 and2023, respectively.
At* December 31, 2025*, premises and equipment with a carrying value of $3.3 million were classified as held for sale and included in "Long-lived assets held for sale" on the Consolidated Balance Sheets. The Company expects the sale to be completed withinone year.
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NOTE6 – LEASES
The Company has operating leases for retail bank and home lending branches, loan production offices, and certain equipment. At* December 31, 2025*, these leases have remaining terms ranging from three months tonine years andseven months, with some including options to extend for up tofive years.
The components of lease cost (included in occupancy expense on the Consolidated Statements of Income) for the years indicated are as follows:
| For the Year Ended December 31, | |||
|---|---|---|---|
| Lease cost: | 2025 | 2024 | 2023 |
| Operating lease cost | $1,869 | $1,896 | $1,837 |
| Short-term lease cost | 28 | 10 | 19 |
| Total lease cost | $1,897 | $1,906 | $1,856 |
The following table provides supplemental information related to operating leases at or for the years indicated:
| At or For the Year Ended December 31, | ||
|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | 2025 | 2024 |
| Operating cash flows from operating leases | $1,900 | $1,950 |
| Weighted average remaining lease term- operating leases (in years) | 5.0 | 3.5 |
| Weighted average discount rate- operating leases | 3.84% | 3.14% |
The Company’s leases typically donot contain a discount rate implicit in the lease contract. As an alternative, the discount rate used in determining the lease liability for each individual lease was the FHLB of Des Moines’ fixed advance rate.
Maturities of operating lease liabilities at* December 31, 2025* for future periods are as follows:
| 2026 | $1,986 |
| 2027 | 1,729 |
| 2028 | 1,110 |
| 2029 | 947 |
| 2030 | 678 |
| Thereafter | 1,254 |
| Total lease payments | 7,704 |
| Less imputed interest | (1,815) |
| Total | $5,889 |
NOTE7 – DEPOSITS
Deposits are summarized as follows at the dates indicated:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Noninterest-bearing checking | $647,197 | $627,679 |
| Interest-bearing checking (1) | 335,449 | 176,561 |
| Savings | 164,056 | 154,188 |
| Money market (2) | 385,618 | 341,615 |
| Certificates of deposit less than $100,000 (3) | 512,808 | 440,257 |
| Certificates of deposit of $100,000 through $250,000 | 452,666 | 455,594 |
| Certificates of deposit greater than $250,000 | 164,922 | 133,045 |
| Escrow accounts related to mortgages serviced (4) | 10,926 | 10,479 |
| Total | $2,673,642 | $2,339,418 |
| (1) | Includes $140.2 million and no brokered deposits at December 31, 2025 and 2024, respectively. |
| (2) | Includes $20.3 million and $279,000 of brokered deposits at December 31, 2025 and 2024, respectively. |
| (3) | Includes $202.1 million and $143.1 million of brokered certificates of deposit at December 31, 2025 and 2024, respectively. |
| (4) | Noninterest-bearing accounts. |
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Scheduled maturities of time deposits at* December 31, 2025* for future years ending are as follows:
| Maturing in 2026 | $1,063,138 |
|---|---|
| Maturing in 2027 | 42,525 |
| Maturing in 2028 | 11,644 |
| Maturing in 2029 | 12,968 |
| Maturing in 2030 and thereafter | 121 |
| Total | $1,130,396 |
Interest expense by deposit category for the years indicated is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Interest-bearing checking | $3,804 | $2,521 | $2,586 |
| Savings and money market | 8,395 | 7,633 | 5,511 |
| Certificates of deposit | 45,470 | 43,009 | 28,654 |
| Total | $57,669 | $53,163 | $36,751 |
The Company had related party deposits of approximately $5.2 million and $3.2 million at* December 31, 2025and2024*, respectively, which included deposits held for directors and executive officers.
NOTE8 – EMPLOYEE BENEFITS
401(k) Plan
The Company has a salary deferral401(k) Plan covering substantially all of its employees. Employees are eligible to participate in the401(k) plan at the date of hire if they are18 years of age. Eligible employees* maycontribute through payroll deductions and are 100% vested at all times in their deferral contributions account. The Company matches 100% for contributions of 1% to 3%, and 50% for contributions of 4% to 5%. The Company made matching contributions of $1.9 million, $1.9 million, and $1.7 million for the years ended December 31, 2025,*2024 and2023, respectively.
Employee Stock Purchase Plan
The Company maintains an Employee Stock Purchase Plan (“ESPP”) under which eligible employees* maypurchase shares of the Company’s common stock through payroll deductions during defined offering periods. Employees maycontribute up to a specified percentage of eligible compensation, and the purchase price of shares equal to the fair market value of the Company's common stock on the purchase date. The Company provides a matching contribution equal to 25% of employee contributions, which is used to acquire additional shares on the employee’s behalf. Compensation expense recognized in connection with the ESPP was $248,000**,$221,000, and $207,000 for the years ended December 31, 2025,*2024, and2023, respectively, and is included in salaries and employee benefits expense in the Consolidated Statements of Income. Shares issued under the ESPP are issued from the shares previously approved for issuance under the plan. As of* December 31, 2025*, approximately 890,672 shares remained available for future issuance under the ESPP.
NOTE9 – DEBT
Borrowings
The Bank is a member of the FHLB of Des Moines, which entitles it to certain benefits including a variety of borrowing options consisting of a secured credit line that allows both fixed and variable rate advances. The FHLB borrowings at* December 31, 2025and2024*, consisted of a warehouse securities credit line (“securities line”), which allows advances with interest rates fixed at the time of borrowing and a warehouse federal funds (“Fed Funds”) advance, which allows daily advances at variable interest rates. Credit capacity is primarily determined by the value of assets collateralized at the FHLB, funds on deposit at the FHLB, and stock owned by the Bank.
Credit is limited to 45% of the Company’s total assets and available pledged assets. The Bank entered into an Advances, Pledges and Security Agreement with the FHLB for which specific loans are pledged to secure these credit lines. At* December 31, 2025*, loans of approximately $1.08 billion were pledged to the FHLB. At* December 31, 2025*, the Bank’s total borrowing capacity was $716.2 million with the FHLB of Des Moines, with unused borrowing capacity of $583.5 million. In addition, all FHLB stock owned by the Company is collateral for credit lines.
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The Bank maintains a short-term borrowing line with the FRB with total credit based on eligible collateral. The Bank can borrow under the Term Auction Facility and Term Deposit Facility at rates published by the San Francisco FRB. As of* December 31, 2025and2024*, the Bank had approximately $580.9 million and $606.5 million, respectively, in pledged consumer loans with a borrowing capacity of $276.9 million and $270.4 million for the Term Auction Facility and Term Deposit Facility, respectively. The Bank hadno outstanding borrowings under these lines at* December 31, 2025*, and $8.0 million outstanding at* December 31, 2024*. The Bank also had $101.0 million unsecured Fed Funds lines of credit with other financial institutions of which none was outstanding at* December 31, 2025and2024*.
Borrowings on these lines at the dates indicated were as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Federal Home Loan Bank - (interest rates ranging from 3.74% to 4.92% and 4.45% to 4.92% at December 31, 2025 and 2024, respectively) | $129,305 | $299,806 |
| FRB - Fed funds - (interest rate of 4.33% at December 31, 2024) | — | 8,000 |
| Total | $129,305 | $307,806 |
Scheduled maturities of borrowings were as follows:
| Years Ending December 31, | Balances | Interest Rates |
|---|---|---|
| 2026 | $76,805 | 4.49% |
| 2027 | 47,000 | 3.79% |
| 2028 | 5,500 | 3.90% |
| Total | $129,305 | 4.21% |
Subordinated Notes
On* February 10, 2021,FS Bancorp completed the private placement of $50.0 million of its 3.75% fixed-to-floating rate subordinated notes due2031* (the “Notes”) at an offering price equal to 100% of the aggregate principal amount of the Notes, resulting in net proceeds, after placement agent fees and offering expenses, of approximately $49.3 million. The interest rate on the Notes remains fixed equal to 3.75% for thefirst five years. Afterfive years the interest rate changes to a floating interest rate tied to a Three-Month Term Secured Overnight Financing Rate (“SOFR”), plus a spread of 337 basis points. The Notes will mature on* February 15, 2031.On or after February 15, 2026,the Company may*redeem the Notes, in whole or in part.
The Notes are unsecured obligations and are subordinated in right of payment to all existing and future indebtedness, deposits and other liabilities of the Company's current and future subsidiaries, including the Bank’s deposits as well as the Company's subsidiaries' liabilities to general creditors and liabilities arising during the ordinary course of business. The Notes* maybe included in Tier2* capital for the Company under current regulatory guidelines and interpretations.
The maximum balance at any month end and the average balances and weighted average interest rates on debt during the years indicated were as follows:
| For the Year Ending December 31, | |||
|---|---|---|---|
| Maximum balance: | 2025 | 2024 | 2023 |
| FHLB advances and Fed Funds | $299,805 | $299,805 | $74,895 |
| FRB Fed Funds | 27,000 | 41,000 | — |
| Fed Funds lines of credit with other financial institutions | 3,612 | 3,963 | — |
| Subordinated notes | 50,000 | 50,000 | 50,000 |
| FRB BTFP advance | — | 89,850 | 90,000 |
| Average balance: | |||
| FHLB advances and Fed Funds | 167,485 | 122,015 | 33,945 |
| FRB Fed Funds | 2,292 | 1,705 | 14,704 |
| Fed Funds lines of credit with other financial institutions | 11 | 11 | 11 |
| Subordinated notes | 50,000 | 50,000 | 50,000 |
| FRB BTFP advance | — | 30,195 | 61,669 |
| Weighted average interest rates | |||
| FHLB advances and Fed Funds | 4.44% | 5.03% | 4.40% |
| FRB Fed Funds | 4.22% | 5.56% | 5.42% |
| Fed Funds lines of credit with other financial institutions | 4.78% | 5.88% | 5.62% |
| Subordinated notes | 3.88% | 3.88% | 3.88% |
| FRB BTFP advance | —% | 4.70% | 4.71% |
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NOTE10 – INCOME TAXES
The components of income tax expense for the years indicated were as follows:
| For the Year Ending December 31, | |||
|---|---|---|---|
| Provision for income taxes | 2025 | 2024 | 2023 |
| Current federal income tax expense | $7,699 | $8,244 | $9,685 |
| Current state and local income tax expense | 369 | 336 | 227 |
| Deferred federal income tax benefit | (278) | (1,965) | (677) |
| Deferred state and local income tax benefit | (16) | (58) | (16) |
| Total provision for income taxes | $7,774 | $6,557 | $9,219 |
A reconciliation of the effective income tax rate with the federal statutory tax rates at the dates indicated was as follows:
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 | ||||||
| Pre-tax income - domestic | $41,120 | $41,581 | $45,272 | |||
| Pre-tax income - foreign | — | — | — | |||
| Total pre-tax income | $41,120 | $41,581 | $45,272 | |||
| Effective tax rate | ||||||
| US federal statutory tax rate | $8,635 | 21.0% | $8,732 | 21.0% | $9,507 | 21.0% |
| State and local income taxes, net of federal income tax effect | 279 | 0.7 | 219 | 0.5 | 166 | 0.4 |
| Foreign tax effects | — | — | — | — | — | — |
| Effect of changes in tax laws or rates enacted in the current period | — | — | — | — | — | — |
| Effect of cross-border tax laws | — | — | — | — | — | — |
| Tax credits | ||||||
| Purchased income tax credits | (660) | (1.6) | (2,277) | (5.5) | — | — |
| Other | (150) | (0.3) | (93) | (0.2) | (60) | (0.1) |
| Changes in valuation allowance | — | — | — | — | — | — |
| Nontaxable or nondeductible items | ||||||
| Excess executive compensation | 104 | 0.3 | 560 | 1.3 | 52 | 0.1 |
| Bank owned life insurance | (470) | (1.1) | (223) | (0.5) | (193) | (0.4) |
| Other | 183 | 0.3 | 204 | 0.5 | 25 | 0.1 |
| Changes in unrecognized tax benefits | — | — | — | — | — | — |
| Other | ||||||
| Stock-based compensation (windfalls) / shortfalls | (64) | (0.2) | (631) | (1.5) | (208) | (0.5) |
| Other | (83) | (0.2) | 66 | 0.2 | (70) | (0.2) |
| Effective tax rate | $7,774 | 18.9% | $6,557 | 15.8% | $9,219 | 20.4% |
| Statement of Cash Flows - Cash income taxes paid net of refunds | ||||||
| Federal | $200 | $2,060 | $10,100 | |||
| State | ||||||
| Oregon | $(18) | $305 | $165 | |||
| Other | 2 | (29) | 101 | |||
| Foreign | — | — | — | |||
| Cash paid for transferred tax credits | ||||||
| Federal | $7,587 | $26,008 | $— | |||
| Oregon | 209 | 209 | — | |||
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Total deferred tax assets and liabilities at the dates indicated were as follows:
| December 31, | ||
|---|---|---|
| Deferred Tax Assets | 2025 | 2024 |
| ACL on loans | $6,743 | $6,859 |
| Non-accrued loan interest | 65 | 42 |
| Restricted stock awards | 75 | 105 |
| Non-qualified stock options | 692 | 489 |
| Lease liability | 1,269 | 1,194 |
| Securities available-for-sale | 4,607 | 6,256 |
| ACL on unfunded commitments | 381 | 302 |
| Other | 132 | 36 |
| Purchase accounting adjustments | 835 | 481 |
| Total deferred tax assets | 14,799 | 15,764 |
| Deferred Tax Liabilities | ||
| Loan origination costs | (2,565) | (2,513) |
| MSRs | (1,856) | (1,960) |
| Stock dividend - FHLB stock | (7) | — |
| Property, plant, and equipment | (1,859) | (1,515) |
| Lease right-of-use assets | (1,247) | (1,156) |
| Interest rate swaps designated as cash flow hedge | (272) | (1,561) |
| Total deferred tax liabilities | (7,806) | (8,705) |
| Net deferred tax assets | $6,993 | $7,059 |
The Company files a U.S. Federal income tax return and Oregon, Idaho, and Arizona state income tax returns, which are subject to examination by tax authorities for years 2022 and later. At* December 31, 2025and2024*, the Company hadno uncertain tax positions. The Company recognizedno interest and penalties in tax expense for the years ended* December 31, 2025,*2024 and2023.
NOTE11 – COMMITMENTS AND CONTINGENCIES
**Commitments -**The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the Consolidated Balance Sheets.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
The following table provides a summary of the Company’s commitments at the dates indicated:
| COMMITMENTS TO EXTEND CREDIT | December 31, | |
|---|---|---|
| CRE LOANS | 2025 | 2024 |
| CRE | $2,204 | $1,132 |
| Commercial and speculative construction and development | 198,176 | 135,006 |
| Multi-family | 6,676 | 5,876 |
| Total CRE loans | 207,056 | 142,014 |
| RESIDENTIAL REAL ESTATE LOANS | ||
| One-to-four-family | 28,977 | 23,138 |
| Home equity | 100,071 | 97,358 |
| Residential custom construction | 37,213 | 39,125 |
| Total residential real estate loans | 166,261 | 159,621 |
| CONSUMER LOANS | 29,646 | 28,566 |
| COMMERCIAL BUSINESS LOANS | ||
| C&I | 160,277 | 174,292 |
| Warehouse lending | 42,145 | 53,978 |
| Total commercial business loans | 202,422 | 228,270 |
| Total commitments to extend credit | $605,385 | $558,471 |
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Commitments to extend credit are agreements to lend to a customer provided there isno violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the amount of the total commitments doesnot necessarily represent future cash requirements. The Company evaluates each customer’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 of the party. Collateral held varies, but* may*include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties.
Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements represent potential future extensions of credit to existing customers. These commitments generally donot contain a specified maturity date and* may**not* be drawn upon to the total extent to which the Company is committed. The Company maintains an ACL on unfunded loan commitments for all arrangements that arenot unconditionally cancellable, consistent with the Company’s CECL methodology. The ACL on unfunded loan commitments is recorded within other liabilities on the consolidated balance sheets. The Company's ACL on unfunded loan commitments at* December 31, 2025*, was $1.8 million and $1.4 million, respectively. The Company recorded a provision for credit losses on unfunded loan commitments of $360,000 for the year ended* December 31, 2025*, as compared to a recovery of $123,000 for the year ended* December 31, 2024*. The increase in the provision for* December 31, 2025*, was primarily attributable to a $63.2 million increase in commercial and speculative construction and development loan commitments.
A portion of theone-to-four-family commitments included in the table above are accounted for as fair value derivatives and donot carry an associated reserve. The Company’s derivative positions are presented with discussion in “Note16 – Derivatives.”
The Company also sellsone-to-four-family loans to the FHLB of Des Moines that require a limited level of recourse if the loans default and exceed a certain loss exposure. Specific to that recourse, the FHLB of Des Moines established afirst loss account (“FLA”) related to the loans and required a credit enhancement (“CE”) obligation by the Bank to be utilized after the FLA is used. Based on loans sold through* December 31, 2025*, the total loans sold to the FHLB were $8.3 million with the FLA being $581,000 and the CE obligation at $389,000 or 4.7% of the loans outstanding. Management has established a holdback of 10% of the outstanding CE obligation, or $39,000, which is a part of the off-balance sheet holdback for loans sold. At* December 31, 2025and2024*, there wereno loans sold to the FHLB of Des Moines greater than30 days past their contractual payment due date.
Contingent liabilities for loans held for sale – In the ordinary course of business, loans are sold with limited recourse against the Company and* mayhave to subsequently be repurchased due to defects that occurred during the origination of the loan. The defects are categorized as documentation errors, underwriting errors, early payoff, early payment defaults, breach of representation or warranty, servicing errors, and/or fraud. When a loan sold to an investor without recourse fails to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects in the origination process occurred. If a defect is identified, the Company maybe required to either repurchase the loan or indemnify the investor for losses sustained. If there areno* such defects, the Company hasno commitment to repurchase the loan. The Company has recorded a holdback reserve of $1.8 million and $2.0 million to cover loss exposure related to these guarantees forone-to-four-family loans sold into the secondary market at* December 31, 2025and2024*, respectively, which is included in “Other liabilities” on the Consolidated Balance Sheets.
The Company has entered into a severance agreement with its Chief Executive Officer (“CEO”). The severance agreement, subject to certain requirements, generally includes a lump sum payment to the CEO equal to24 months of base compensation in the event their employment is involuntarily terminated, other than for cause or the executive terminates his employment with good reason, as defined in the severance agreement.
The Company has entered into change of control agreements with its executives and select key personnel. The change of control agreements, subject to certain requirements, generally remain in effect until canceled by either party upon at least24 months prior written notice. Under the change of control agreements, the executive generally will be entitled to a change of control payment from the Company if the executive is involuntarily terminated withinsix months preceding or12 months after a change in control (as defined in the change of control agreements). In such an event, the executives would each be entitled to receive a cash payment in an amount equal to12 months of their then current salary, subject to certain requirements in the change of control agreements.
As a result of the nature of our activities, the Company is subject to various pending and threatened legal actions, which arise in the ordinary course of business. From time to time, subordination liens* maycreate litigation which requires us to defend our lien rights. In the opinion of management, liabilities arising from these claims, if any, willnot* have a material effect on our financial position. The Company hadno material pending legal actions at* December 31, 2025*.
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NOTE12 – SIGNIFICANT CONCENTRATION OF CREDIT RISK
Most of the Company’s commercial and multi-family real estate, construction, residential, and commercial business lending activities are with customers located in Western Washington, the Oregon Coast, or near our loan production offices in Vancouver and the Tri-Cities, Washington. The Company originates real estate, consumer, and commercial business loans and has concentrations in these areas, however, indirect home improvement loans, including solar-related home improvement loans are originated through a network of home improvement contractors and dealers located throughout Washington, Oregon, California, Idaho, Colorado, Arizona, Minnesota, Nevada, Texas, Utah, Massachusetts, Montana, and New Hampshire. Loans are generally secured by collateral and rights to collateral vary and are legally documented to the extent practicable. Local economic conditions* mayaffect borrowers’ ability to meet the stated repayment terms. At December 31, 2025*, the concentration on commercial real estate remains below the300% of Risk Based Capital regulatory threshold at 274.9%, and the subset of construction loans, excluding owner-occupied loans is within Board approved limits. The concentration of construction, land development, and other land loans represented 103.5% of the Bank’s total regulatory capital at* December 31, 2025*. These loans are focused on in-city, infill vertical construction financing in King and Snohomish counties. Local economic conditions* may*affect borrowers’ ability to meet the stated repayment terms.
NOTE13 – REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines of the regulatory framework for prompt corrective action, the Bank must meet specific capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital classification is also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Under capital adequacy guidelines of the regulatory framework for prompt corrective action, quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier1 total capital (as defined) and common equity Tier1 (“CET1”) capital to risk-weighted assets (as defined).
The Bank must maintain minimum total risk-based, Tier1 risk-based, Tier1 leverage, and CET1 capital ratios as set forth in the table below to be categorized as “well capitalized”. At* December 31, 2025*, the Bank was categorized as “well capitalized” under applicable regulatory requirements. There areno conditions or events since that notification that management believes have changed the Bank’s category. Management believes, at* December 31, 2025*, that the Bank met all capital adequacy requirements.
The following table compares the Bank’s actual capital amounts and ratios to their minimum regulatory capital requirements and well capitalized regulatory capital at the dates indicated:
| To be Well Capitalized | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| For Capital · Under Prompt | |||||||||
| For Capital · Adequacy With · Corrective | |||||||||
| Actual · Adequacy Purposes · Capital Buffer · Action Provisions | |||||||||
| Bank Only · Amount · Ratio · Amount · Ratio · Amount · Ratio · Amount · Ratio | |||||||||
| Total risk-based capital (to risk-weighted assets) | $385,215 | 13.96% | $220,788 | 8.00% | $289,785 | 10.50% | $275,986 | 10.00% | |
| Tier 1 risk-based capital (to risk-weighted assets) | $351,232 | 12.73% | $165,591 | 6.00% | $234,588 | 8.50% | $220,788 | 8.00% | |
| Tier 1 leverage capital (to average assets) | $351,232 | 10.96% | $128,160 | 4.00% | $ | N/A | N/A | $160,200 | 5.00% |
| CET 1 capital (to risk-weighted assets) | $351,232 | 12.73% | $124,194 | 4.50% | $193,190 | 7.00% | $179,391 | 6.50% | |
| Total risk-based capital (to risk-weighted assets) | $368,953 | 14.18% | $208,174 | 8.00% | $273,228 | 10.50% | $260,218 | 10.00% | |
| Tier 1 risk-based capital (to risk-weighted assets) | $336,416 | 12.93% | $156,131 | 6.00% | $221,185 | 8.50% | $208,174 | 8.00% | |
| Tier 1 leverage capital (to average assets) | $336,416 | 11.24% | $119,741 | 4.00% | $ | N/A | N/A | $149,676 | 5.00% |
| CET 1 capital (to risk-weighted assets) | $336,416 | 12.93% | $117,098 | 4.50% | $182,152 | 7.00% | $169,141 | 6.50% | |
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In addition to the minimum CET1, Tier1, total capital, and leverage ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum capital levels. Failure to maintain the required buffer could result in limitations on the Bank's ability to pay dividends, repurchase shares, and pay discretionary bonuses, based on specified percentages of eligible retained income. At* December 31, 2025*, the Bank’s capital exceeded the conservation buffer.
As a bank holding company registered with the Federal Reserve, the Company is subject to capital adequacy requirements of the Federal Reserve. Bank holding companies with*$3.0* billion or more in assets must comply with the Federal Reserve’s capital regulations, which are generally the same as the capital regulations applicable to the Bank. The Federal Reserve has a policy requiring a bank holding company to serve as a source of financial and managerial strength to the holding company’s subsidiary bank and the Federal Reserve expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations.
Under Federal Reserve regulations, a bank holding company is considered a small bank holding company if its total consolidated assets are below*$3.0* billion as of* June 30of a given year. The Company's total consolidated assets exceeded$3.0* billion as of* June 30, 2025,and therefore, the Company didnot* qualify as a small bank holding company for regulatory purposes for the2025 calendar year. As a result, the Company is subject to all regulatory requirements applicable to larger bank holding companies, including enhanced reporting, capital, and governance standards.
The following table presents the Company's regulatory capital ratios at the dates indicated:
| At December 31, | ||
|---|---|---|
| Company Only | 2025 | 2024 |
| Total risk-based capital (to risk-weighted assets) | 14.25% | 14.53% |
| Tier 1 risk-based capital (to risk-weighted assets) | 11.21% | 11.36% |
| Tier 1 leverage capital (to average assets) | 9.66% | 9.87% |
| CET 1 capital (to risk-weighted assets) | 11.21% | 11.36% |
NOTE14 – FAIR VALUE MEASUREMENTS
The Company determines fair value based on the requirements established in ASCTopic820**,Fair Value Measurements, which provides a framework for measuring fair value in accordance with U.S. GAAP and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASCTopic820** defines fair value as the exit price, or the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions.
The following definitions describe the levels of inputs that* may*be used to measure fair value:
Level1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level2 – Inputs to the valuation methodology 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.
Level3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The following methods were used to estimate the fair value of certain assets and liabilities on a recurring and nonrecurring basis:
Securities – The fair value of securities available-for-sale are recorded on a recurring basis. The fair value of investments and mortgage-backed securities are provided by athird-party pricing service. These valuations are based on market data using pricing models that vary by asset class and incorporate available current trade, bid and other market information, and for structured securities, cash flow, and loan performance data. The pricing processes utilize benchmark curves, benchmarking of similar securities, sector groupings, and matrix pricing. Option adjusted spread models are also used to assess the impact of changes in interest rates and to develop prepayment scenarios (Level2). Transfers between the fair value hierarchy are determined through thethird-party service provider which, from time to time will transfer between levels based on market conditions per the related security. All models and processes used consider market convention.
Mortgage Loans Held for Sale –*** *The fair value of loans held for sale reflects the value of commitments with investors and/or the relative price as delivered into a To-Be-Announced (“TBA”) mortgage-backed security (Level2).
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Loans Receivable* –* Certain residential mortgage loans were initially originated for sale with the fair value option elected; after origination, these loans were transferred to loans held for investment. As of* December 31, 2025and2024*, there were $13.2 million and $12.7 million, respectively, in residential mortgage loans recorded at fair value as they were previously transferred from held for sale to loans held for investment. The aggregate unpaid principal balance of these loans were $13.8 million as of* December 31, 2025and2024*.Gains and losses from changes in fair value for these loans are reported in earnings as a component of “Other noninterest income” on the Consolidated Statements of Income. For the years ended* December 31, 2025,*2024 and2023, the Company recorded net increases in fair value of $534,000, $52,000, and $447,000, respectively. For loans originated as held for sale and transferred into loans held for investment, the fair value is determined based on quoted secondary market prices for similar loans (Level2).
Derivative Instruments – Fair values for derivative assets and liabilities are measured on a recurring basis. The primary use of derivative instruments is related to the mortgage banking activities of the Company. The fair value of the interest rate lock commitments and forward sales commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. TBA mortgage-backed securities are fair valued on similar contracts in active markets (Level2) while locks and forwards with customers and investors are fair valued using similar contracts in the market and changes in the market interest rates (Level2 and3). Derivative instrumentsnot related to mortgage banking activities include interest rate swap agreements. The fair values of interest rate swap agreements are based on valuation models using observable market data as of the measurement date (Level2). The Company’s derivatives are traded in an over-the-counter market where quoted market prices arenot always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including market transactions andthird-party pricing services. The fair values of all interest rate swaps are determined fromthird-party pricing services without adjustment.
***Collateral Dependent Loans –*Expected credit losses on collateral-dependent loans are measured based on the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of collateral is less than the amortized cost basis of the loan, the Company will recognize an allowance as the difference between the fair value of the collateral, less costs to sell (if applicable) at the reporting date and the amortized cost basis of the loan. If the fair value of the collateral exceeds the amortized cost basis of the loan, any expected recovery added to the amortized cost basis is limited to the amount previously charged-off. Subsequent changes in expected credit losses on collateral-dependent loans are included within the provision for credit losses, either as an additional provision or as a reduction of the provision that would otherwise be reported (Level3).
Mortgage Servicing Rights – The fair value of MSRs is estimated using net present value of expected cash flows using athird-party model that incorporates assumptions used in the industry to value such rights, adjusted for factors such as weighted average prepayments speeds based on historical information where appropriate (Level3).
The following tables present securities available-for-sale, mortgage loans held for sale, loans receivable, at fair value, and derivative assets and liabilities measured at fair value on a recurring basis at the dates indicated:
| Financial Assets | At December 31, 2025 | |||
|---|---|---|---|---|
| Securities available-for-sale: | Level 1 | Level 2 | Level 3 | Total |
| U.S. agency securities | $— | $18,127 | $— | $18,127 |
| Corporate securities | — | 15,386 | — | 15,386 |
| Municipal bonds | — | 71,405 | — | 71,405 |
| Mortgage-backed securities | — | 173,567 | — | 173,567 |
| Asset-backed securities | — | 10,182 | — | 10,182 |
| Mortgage loans held for sale, at fair value | — | 43,705 | — | 43,705 |
| Loans receivable, at fair value | — | 13,183 | — | 13,183 |
| Derivatives: | ||||
| Mandatory and best effort forward commitments with investors | — | — | 8 | 8 |
| Interest rate lock commitments with customers | — | — | 241 | 241 |
| Interest rate swaps - cash flow and fair value hedges | — | 1,894 | — | 1,894 |
| Interest rate swaps - dealer offsets to customer swap positions | — | 36 | — | 36 |
| Total assets measured at fair value | $— | $347,485 | $249 | $347,734 |
| Financial Liabilities | ||||
| Derivatives: | ||||
| Interest rate swaps - customer swap positions | $— | $(36) | $— | $(36) |
| Interest rate swaps - cash flow and fair value hedges | — | (656) | — | (656) |
| Forward TBA mortgage-backed securities | — | (146) | — | (146) |
| Total liabilities measured at fair value | $— | $(838) | $— | $(838) |
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| Financial Assets | At December 31, 2024 | |||
|---|---|---|---|---|
| Securities available-for-sale: | Level 1 | Level 2 | Level 3 | Total |
| U.S. agency securities | $— | $17,138 | $— | $17,138 |
| Corporate securities | — | 15,126 | — | 15,126 |
| Municipal bonds | — | 70,344 | — | 70,344 |
| Mortgage-backed securities | — | 167,186 | — | 167,186 |
| Asset-backed securities | — | 11,381 | — | 11,381 |
| Mortgage loans held for sale, at fair value | — | 27,835 | — | 27,835 |
| Loans receivable, at fair value | — | 12,728 | — | 12,728 |
| Derivatives: | ||||
| Mandatory and best effort forward commitments with investors | — | — | 31 | 31 |
| Interest rate lock commitments with customers | — | — | 103 | 103 |
| Forward TBA mortgage-backed securities | — | 180 | — | 180 |
| Interest rate swaps- cash flow and fair value hedges | — | 7,244 | — | 7,244 |
| Interest rate swaps - dealer offsets to customer swap positions | — | 62 | — | 62 |
| Total assets measured at fair value | $— | $329,224 | $134 | $329,358 |
| Financial Liabilities | ||||
| Derivatives: | ||||
| Interest rate swaps - customer swap positions | $— | $(61) | $— | $(61) |
| Total liabilities measured at fair value | $— | $(61) | $— | $(61) |
The following tables present financial assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy at the dates indicated. Level3 assets recorded at fair value on a nonrecurring basis included loans for which a partial charge-off was recorded based on the estimated fair value of the underlying collateral.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Collateral dependent loans | $— | $— | $9,236 | $9,236 |
| MSRs | — | — | 21,800 | 21,800 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Collateral dependent loans | $— | $— | $1,130 | $1,130 |
| MSRs | — | — | 21,043 | 21,043 |
Quantitative Information about Level3 Fair Value Measurements** – Shown in the table below is the fair value of financial instruments measured under a Level3 unobservable input on a recurring and nonrecurring basis at the dates indicated:
| Level 3 · Significant · Weighted Average Rate | |||||
|---|---|---|---|---|---|
| Fair Value · Valuation · Unobservable · December 31, · December 31, | |||||
| Instruments | Techniques | Inputs | Range | 2025 | 2024 |
| RECURRING | |||||
| Interest rate lock commitments with customers | Quoted market prices | Pull-through expectations | 80% - 99% | 93.7% | 94.0% |
| Individual forward sale commitments with investors | Quoted market prices | Pull-through expectations | 80% - 99% | 93.7% | 94.0% |
| NONRECURRING | |||||
| Collateral dependent loans | Fair value of underlying collateral | Discount applied to the obtained appraisal | 0% - 25% | —% | —% |
| MSRs | Industry sources | Pre-payment speeds | 0% - 50% | 8.5% | 8.3% |
The pull-through rate is based on historical loan closing rates for similar interest rate lock commitments. An increase or decrease in the pull-through rate would have a corresponding positive or negative fair value adjustment.
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The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level3) on a recurring basis during the years indicated:
| Purchases · Net change in · Net change in | ||||||
|---|---|---|---|---|---|---|
| Beginning | and | Sales and | Ending | fair value for | fair value for | |
| 2025 | Balance | Issuances | Settlements | Balance | gains/(losses) (1) | gains/(losses) (2) |
| Interest rate lock commitments with customers | $103 | $3,903 | $(3,765) | $241 | $138 | $— |
| Individual forward sale commitments with investors | 31 | (144) | 121 | 8 | (23) | — |
| Interest rate lock commitments with customers | $329 | $4,279 | $(4,505) | $103 | $(226) | $— |
| Individual forward sale commitments with investors | (188) | (1,626) | 1,845 | 31 | 219 | — |
| Interest rate lock commitments with customers | $107 | $4,291 | $(4,069) | $329 | $222 | $— |
| Individual forward sale commitments with investors | (38) | 66 | (216) | (188) | (150) | — |
(1) Relating to items held at end of period included in income.
(2) Relating to items held at end of period included in other comprehensive income.
Gains on interest rate lock commitments and on forward sale commitments with investors carried at fair value are recorded in “Gain on sale of loans held for sale” on the Consolidated Statements of Income.
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The following table provides estimated fair values of the Company’s financial instruments at the dates indicated, whether recognized at fair value ornot on the Consolidated Balance Sheets:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Financial Assets | Carrying | Fair | Carrying | Fair |
| Level 1 inputs: | Amount | Value | Amount | Value |
| Cash and cash equivalents | $28,219 | $28,219 | $31,635 | $31,635 |
| Certificates of deposit at other financial institutions | — | — | 1,727 | 1,727 |
| Level 2 inputs: | ||||
| Securities available-for-sale, at fair value | 288,667 | 288,667 | 281,175 | 281,175 |
| Securities held-to-maturity, gross | 33,501 | 34,396 | 8,500 | 8,144 |
| Loans held for sale, at fair value | 43,705 | 43,705 | 27,835 | 27,835 |
| Forward TBA mortgage-backed securities | — | — | 180 | 180 |
| Loans receivable, at fair value | 13,183 | 13,183 | 12,728 | 12,728 |
| Interest rate swaps - cash flow and fair value hedges | 1,894 | 1,894 | 7,244 | 7,244 |
| Interest rate swaps - dealer offsets to customer swap positions | 36 | 36 | 62 | 62 |
| Level 3 inputs: | ||||
| Loans receivable, gross | 2,641,926 | 2,578,744 | 2,521,093 | 2,385,213 |
| MSRs, held at lower of cost or fair value | 8,608 | 21,800 | 9,204 | 21,043 |
| Mandatory and best effort forward commitments with investors | 8 | 8 | 31 | 31 |
| Fair value interest rate locks with customers | 241 | 241 | 103 | 103 |
| Financial Liabilities | ||||
| Level 2 inputs: | ||||
| Time deposits | 1,130,396 | 1,129,892 | 1,028,896 | 1,024,663 |
| Borrowings | 129,305 | 128,360 | 307,806 | 307,408 |
| Subordinated notes, excluding unamortized debt issuance costs | 50,000 | 48,856 | 50,000 | 45,504 |
| Interest rate swaps - cash flow and fair value hedges | 656 | 656 | — | — |
| Forward TBA mortgage-backed securities | 146 | 146 | — | — |
| Interest rate swaps - customer swap positions | 36 | 36 | 61 | 61 |
NOTE15 – EARNINGS PER SHARE
The Company computes earnings per share using thetwo-class method, which is an earnings allocation method for computing earnings per share that treats a participating security as having rights to earnings that would otherwise have been available to common shareholders. Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Unvested share-based awards containing non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to thetwo-class method. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.
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The following table presents a reconciliation of the components used to compute basic and diluted earnings per share at or for the years indicated:
| At or For the Year Ended December 31, | |||
|---|---|---|---|
| Numerator: | 2025 | 2024 | 2023 |
| Net income | $33,346 | $35,024 | $36,053 |
| Dividends and undistributed earnings allocated to participating securities | (566) | (572) | (578) |
| Net income available to common shareholders | $32,780 | $34,452 | $35,475 |
| Denominator (shown as actual): | |||
| Basic weighted average common shares outstanding | 7,528,764 | 7,697,806 | 7,656,526 |
| Dilutive shares | 114,729 | 195,440 | 118,907 |
| Diluted weighted average common shares outstanding | 7,643,493 | 7,893,246 | 7,775,433 |
| Basic earnings per share | $4.35 | $4.48 | $4.63 |
| Diluted earnings per share | $4.29 | $4.36 | $4.56 |
| Potentially dilutive weighted average unvested restricted shares and stock options that were not included in the computation of diluted earnings per share because to do so would be anti-dilutive. | 2,521 | 11,640 | 56,520 |
NOTE16 – DERIVATIVES
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.
The Company’s predominant derivative and hedging activities involve interest rate swaps related to certain borrowings, brokered deposits, investment securities, forward sales contracts, and commitments to extend credit associated with mortgage banking activities. Generally, these instruments help the Company manage exposure to market risk. Market risk represents the possibility that economic value or net interest income will be adversely affected by fluctuations in external factors such as market-driven interest rates and prices or other economic factors.
Mortgage Banking DerivativesNot Designated as Hedges**
The Company regularly enters into commitments to originate and sell loans held for sale. The Company has exposure to movements in interest rates associated with written interest rate lock commitments with potential borrowers to originateone-tofour-family loans that are intended to be sold and for closedone-to-four-family mortgage loans held for sale for which fair value accounting has been elected, that are awaiting sale and delivery into the secondary market. The Company economically hedges the risk of changing interest rates associated with these mortgage loan commitments by entering into forward sales contracts to sellone-to-four-family mortgage loans or into contracts to sell forward To-Be-Announced (“TBA”) mortgage-backed securities. These commitments and contracts are considered derivatives but havenot been designated as hedging instruments for reporting purposes under U.S. GAAP. Rather, they are accounted for as free-standing derivatives, or economic hedges, with changes in the fair value of the derivatives reported in noninterest income or noninterest expense. The Bank recognizes all derivative instruments as either “Other assets” or “Other liabilities” on the Consolidated Balance Sheets and measures those instruments at fair value.
Customer SwapsNot Designated as Hedges**
The Company also enters into derivative contracts, which consist of interest rate swaps, to facilitate the needs of clients desiring to manage interest rate risk. These swaps arenot designated as accounting hedges under ASC815, Derivatives and Hedging. To economically hedge the interest rate risk associated with offering this product, the Company simultaneously enters into derivative contracts withthird parties to offset the customer contracts such that the Company minimizes its net risk exposure resulting from such transactions. The derivative contracts are structured such that the notional amounts reduce over time to generally match the expected amortization of the underlying loans. These derivatives arenot speculative and arise from a service provided to clients.
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Cash Flow Hedges
The Company has entered into interest rate swaps to reduce its exposure to variability in interest-related cash outflows attributable to changes in forecasted SOFR based brokered deposits. These derivative instruments are designated as cash flow hedges. The hedged item is the SOFR portion of a series of future adjustable-rate borrowings and deposits over the term of the interest rate swap. Accordingly, changes in the amount of interest payment cash flows for the hedged transactions attributable to changes in the Company's own credit risk are excluded from management’s assessment of hedge effectiveness. The Company tests for hedging effectiveness on a quarterly basis. The accumulated other comprehensive income is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company hasnot recorded any hedge ineffectiveness since the inception of the hedges.
The Company expects that approximately $218,000 will be reclassified from accumulated other comprehensive loss as a decrease to interest expense over the next12 months related to these cash flow hedges.
Fair Value Hedges
The Company is exposed to changes in the fair value of certain of its pools of prepayable fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, the SOFR. Interest rate swaps designated as fair value hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.
The following amounts were recorded on the balance sheet related to cumulative-basis adjustment for fair value hedges for the dates indicated:
| Line item in the Consolidated Balance Sheets in which the hedged item is included | Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets |
|---|---|---|
| Investment securities (1) | $57,869 | $2,131 |
| Total | $57,869 | $2,131 |
| Investment securities (1) | $55,701 | $4,299 |
| Total | $55,701 | $4,299 |
| (1) | These amounts include the amortized cost basis of closed portfolios used in designated hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2025, the amortized cost basis of the closed portfolios used in these hedging relationships was $179.4 million; the cumulative basis adjustments associated with these hedging relationships was a loss of $2.1 million; and the amount of the designated hedged items was $60.0 million. At December 31, 2024, the amortized cost basis of the closed portfolios used in these hedging relationships was $189.0 million; the cumulative basis adjustment associated with these hedging relationships was a loss of $4.3 million; and the amount of the designated hedged items was $60.0 million. |
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The following tables summarize the Company’s derivative instruments at the dates indicated. The Company recognizes derivative assets and liabilities in “Other assets” and “Other liabilities”, respectively, on the Consolidated Balance Sheets, as follows:
| Fair Value | |||
|---|---|---|---|
| Cash flow and fair value hedges: | Notional | Asset | Liability |
| Interest rate swaps | $300,000 | $1,894 | $656 |
| Non-hedging derivatives: | |||
| Fallout adjusted interest rate lock commitments with customers | 25,468 | 241 | — |
| Mandatory and best effort forward commitments with investors | 8,985 | 8 | — |
| Forward TBA mortgage-backed securities | 56,000 | — | 146 |
| Interest rate swaps – customer swap positions | 627 | — | 36 |
| Interest rate swaps – dealer offsets to customer swap positions | 627 | 36 | — |
| Fair Value | |||
|---|---|---|---|
| Cash flow and fair value hedges: | Notional | Asset | Liability |
| Interest rate swaps | $340,000 | $7,244 | $— |
| Non-hedging derivatives: | |||
| Fallout adjusted interest rate lock commitments with customers | 16,905 | 103 | — |
| Mandatory and best effort forward commitments with investors | 6,829 | 31 | — |
| Forward TBA mortgage-backed securities | 31,000 | 180 | — |
| Interest rate swaps – customer swap positions | 716 | — | 61 |
| Interest rate swaps – dealer offsets to customer swap positions | 716 | 62 | — |
The following table summarizes the effect of fair value and cash flow hedge accounting on the Consolidated Statements of Income for the years indicated:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · 2023 | ||||||
| Interest | Interest | Interest | ||||
| Expense | Interest | Expense | Interest | Expense | Interest | |
| Deposits and | Income | Deposits and | Income | Deposits and | Income | |
| Borrowings | Securities | Borrowings | Securities | Borrowings | Securities | |
| Total amounts presented on the Consolidated Statements of Income | $64,898 | $15,365 | $59,790 | $13,980 | $36,751 | $12,247 |
| Net gains (losses) on fair value hedging relationships: | ||||||
| Interest rate swaps – securities | ||||||
| Recognized on hedged items | $— | $2,168 | $— | $(1,084) | $— | $892 |
| Recognized on derivatives designated as hedging instruments | — | (2,168) | — | 1,084 | — | (892) |
| Net interest income recognized on cash flows of derivatives designated as hedging instruments | — | 1,051 | — | 1,597 | — | 1,509 |
| Net income recognized on fair value hedges | $— | $1,051 | $— | $1,597 | $— | $1,509 |
| Net gain on cash flow hedging relationships: | ||||||
| Interest rate swaps – brokered deposits and borrowings | ||||||
| Realized gains, pre-tax, reclassified from accumulated other comprehensive loss into net income | $2,072 | $— | $4,951 | $— | $5,465 | $— |
| Net income recognized on cash flow hedges | $2,072 | $— | $4,951 | $— | $5,465 | $— |
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Changes in the fair value of the non-hedging derivatives were recorded in “Gain on sale of loans” on the Consolidated Statements of Income and resulted in net gains of $89,000, net losses of $29,000, and net gains of $75,000 for the years ended* December 31, 2025,*2024 and2023, respectively.
The following tables present a summary of amounts outstanding in derivative financial instruments, including those entered into in connection with the same counterparty under master netting agreements at the dates indicated. While these agreements are typically over-collateralized, GAAP requires disclosures in these tables to limit the amount of such collateral to the amount of the related asset or liability for each counterparty.
| Net Amounts | ||||||
|---|---|---|---|---|---|---|
| Gross · of Assets | ||||||
| Gross · Amounts · Presented in · Gross Amounts Not Offset | ||||||
| Amounts · Offset in the · the · in the Consolidated Balance Sheets | ||||||
| of · Consolidated · Consolidated · Cash | ||||||
| Recognized · Balance · Balance · Financial · Collateral | ||||||
| Offsetting of derivative assets | Assets | Sheets | Sheets | Instruments | Received | Net Amount |
| Interest rate swaps | $2,269 | $339 | $1,930 | $— | $— | $1,930 |
| Interest rate swaps | $7,844 | $538 | $7,306 | $— | $740 | $6,566 |
| Net Amounts | ||||||
|---|---|---|---|---|---|---|
| Gross · of Liabilities | ||||||
| Gross · Amounts · Presented in | ||||||
| Amounts · Offset in the · the · Gross Amounts Not Offset | ||||||
| of · Consolidated · Consolidated · in the Consolidated Balance Sheets | ||||||
| Recognized · Balance · Balance · Financial · Cash Collateral | ||||||
| Offsetting of derivative liabilities | Liabilities | Sheets | Sheets | Instruments | Posted | Net Amount |
| Interest rate swaps | $679 | $23 | $656 | $— | $680 | $— |
Credit Risk-Related Contingent Features
The Company has derivative contracts with its derivative counterparties that contain a provision to post collateral to the counterparties when these contracts are in a net liability position. At* December 31, 2025*, the Company had $680,000 of collateral posted due to this provision. Receivables related to cash collateral that has been paid to counterparties is included in “Cash and cash equivalents” on the Consolidated Balance Sheets. In certain cases, the Company will have posted excess collateral, compared to total exposure due to initial margin requirements or day-to-day rate volatility.
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NOTE17 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following were changes in accumulated other comprehensive income (loss) by component, net of tax, for the years indicated:
| Unrealized | |||
|---|---|---|---|
| (Losses) | |||
| Gains and · and Gains | |||
| (Losses) on · on Available | |||
| Derivative · for Sale | |||
| Year Ended December 31, 2025 | Instruments | Securities | Total |
| Beginning balance | $5,700 | $(22,840) | $(17,140) |
| Other comprehensive (loss) income before reclassification, net of tax | (2,257) | 6,019 | 3,762 |
| Amounts reclassified from accumulated other comprehensive loss, net of tax | (2,451) | — | (2,451) |
| Net current period other comprehensive (loss) income | (4,708) | 6,019 | 1,311 |
| Ending balance | $992 | $(16,821) | $(15,829) |
| Unrealized | |||
|---|---|---|---|
| (Losses) | |||
| Gains and · and Gains | |||
| (Losses) on · on Available | |||
| Derivative · for Sale | |||
| Year Ended December 31, 2024 | Instruments | Securities | Total |
| Beginning balance | $4,766 | $(28,072) | $(23,306) |
| Other comprehensive income (loss) before reclassification, net of tax | 6,074 | (919) | 5,155 |
| Amounts reclassified from accumulated other comprehensive loss, net of tax | (5,140) | 6,151 | 1,011 |
| Net current period other comprehensive income | 934 | 5,232 | 6,166 |
| Ending balance | $5,700 | $(22,840) | $(17,140) |
| Unrealized | |||
|---|---|---|---|
| (Losses) | |||
| Gains and · and Gains | |||
| (Losses) on · on Available | |||
| Derivative · for Sale | |||
| Year Ended December 31, 2023 | Instruments | Securities | Total |
| Beginning balance | $7,761 | $(33,393) | $(25,632) |
| Other comprehensive income before reclassification, net of tax | 1,296 | 5,321 | 6,617 |
| Amounts reclassified from accumulated other comprehensive loss, net of tax | (4,291) | — | (4,291) |
| (2,995) | 5,321 | 2,326 | |
| Ending balance | $4,766 | $(28,072) | $(23,306) |
NOTE18 – STOCK-BASED COMPENSATION
Stock Options and Restricted Stock
On* May 17, 2018,the shareholders of FS Bancorp approved the2018* Equity Incentive Plan (the*“2018* Plan”) that authorized 1.3 million shares of the Company’s common stock to be awarded. The2018 Plan provides for the grant of incentive stock options, non-qualified stock options, and up to 326,000 shares as restricted stock awards (“RSAs”) to directors, emeritus directors, officers, employees or advisory directors of the Company. At* December 31, 2025*, there were 52,060 stock option awards and 500 RSAs available for future grants under the2018 Plan.
Total share-based compensation expense was $2.3 million, $1.8 million, and $2.0 million, for the years ended* December 31, 2025,2024 and2023, respectively. The related income tax benefit was $473,000, $379,000, and $422,000 for the years ended December 31, 2025,*2024 and2023, respectively.
Stock-based compensation awards are settled by issuing new shares from the Company’s pool of authorized but unissued common stock, and the Company doesnot use previously repurchased treasury shares for this purpose.
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Stock Options
The2018 Plan provides for the grant of stock option awards that* may*be designated as either incentive stock options or nonqualified stock options. Stock option awards generally vest over aone-year period for non-employee directors, and over afour- orfive-year period for employees and officers with annual vesting in equal installments on the anniversary date of each grant date provided the award recipient remains in continuous service with the Company. Options become exercisable after vesting and remain exercisable for the remaining term of the original grant, subject to a maximum term of 10 years. Any unexercised stock options expire 10 years after the grant date, or earlier upon the termination of the recipient's service with the Company or the Bank. The fair value of each stock option award is estimated on the grant date using a Black-Scholes Option pricing model which incorporates the following assumptions.
| December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Dividend yield | 2.79% | 2.57% | 3.25% |
| Expected volatility | 38.45% | 29.55% | 28.24% |
| Risk-free interest rate | 3.98% | 3.82% | 4.35% |
| Expected term in years | 6.2 | 6.3 | 6.5 |
| Weighted-average grant date fair value per option granted | $13.21 | $11.36 | $7.61 |
The dividend yield is based on the current quarterly dividend in effect at the time of the grant. The historical volatility of the Company's stock price over a specified period of time is used for the expected volatility. The Company bases the risk-free interest rate on the comparable U.S. Treasury rate for the discount rate associated with the stock in effect on the date of the grant. The Company elected to use Staff Accounting Bulletin107, simplified expected term calculation for the “Share-Based Payments” method permitted by the SEC to calculate the expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at 5.5 years forone-year vesting,6.25 years forfour-year vesting, and 6.5 years forfive-year vesting.
The following table presents a summary of the Company’s stock option awards during the years indicated (shown as actual).
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term In Years | Aggregate Value | |
|---|---|---|---|---|
| Outstanding at January 1, 2023 | 647,832 | $26.67 | 6.84 | $4,627,255 |
| Granted | 103,000 | 30.73 | — | — |
| Less exercised | 47,734 | 10.17 | — | 970,064 |
| Less Forfeited or expired | 40,819 | 32.96 | — | — |
| Outstanding at December 31, 2023 | 662,279 | $28.12 | 6.69 | $5,852,975 |
| Outstanding at January 1, 2024 | 662,279 | $28.12 | 6.69 | $5,852,975 |
| Granted | 75,100 | 41.98 | 9.62 | — |
| Less exercised | 187,478 | 23.69 | — | 3,916,425 |
| Less forfeited | 12,000 | 30.73 | — | — |
| Outstanding at December 31, 2024 | 537,901 | $31.55 | 6.75 | $5,187,207 |
| Outstanding at January 1, 2025 | 537,901 | $31.55 | 6.75 | $5,187,207 |
| Granted | 138,372 | 40.14 | 9.62 | — |
| Less exercised | 17,650 | 27.25 | — | 237,460 |
| Outstanding at December 31, 2025 | 658,623 | $33.47 | 6.63 | $5,134,992 |
| Expected to vest, assuming a 0.31% annual forfeiture rate at, December 31, 2025 (1) | 643,150 | $33.35 | 6.58 | 5,087,730 |
| Exercisable at December 31, 2025 | 371,448 | $30.28 | 5.16 | $4,065,004 |
| (1) | Forfeiture rate has been calculated and estimated, based on historical employment data, to assume a forfeiture of 3.1% of the options over 10 years. |
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At* December 31, 2025*, there was $2.8 million of total unrecognized compensation cost related to nonvested stock options granted under the2018 Plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 1.8 years.
Restricted Stock Awards
The RSAs fair value is equal to the value of the market price of FS Bancorp's common stock on the grant date. Compensation expense is recognized over the vesting period of the awards based on the fair value of the restricted stock. Shares granted under the2018 Plan generally vest over afour- orfive-year period for employees and officers, beginning on the grant date, and over aone-year period for non-employee directors, with vesting occurring at the end of theone-year period. Any nonvested RSAs are forfeited upon the award recipient's termination of service with the Company or the Bank.
The following table presents a summary of the Company’s nonvested awards during the years indicated (shown as actual).
| Nonvested Shares | Shares | Weighted-Average Grant-Date Fair Value Per Share |
|---|---|---|
| Nonvested at January 1, 2023 | 118,530 | $28.85 |
| Granted | 37,600 | 30.73 |
| Less vested | (44,462) | 28.24 |
| Less forfeited or expired | (9,524) | 30.96 |
| Nonvested at December 31, 2023 | 102,144 | $29.61 |
| Nonvested at January 1, 2024 | 102,144 | $29.61 |
| Granted | 42,250 | 41.98 |
| Less vested | (37,331) | 28.46 |
| Less forfeited or expired | (4,000) | 30.73 |
| Nonvested at December 31, 2024 | 103,063 | $35.05 |
| Nonvested at January 1, 2025 | 103,063 | $35.05 |
| Granted | 37,872 | 40.14 |
| Less vested | (37,964) | 32.88 |
| Nonvested at December 31, 2025 | 102,971 | $37.73 |
At* December 31, 2025*, there was $3.4 million of total unrecognized compensation costs related to nonvested shares granted under the2018 Plan as RSAs. The cost is expected to be recognized over the remaining weighted-average vesting period of 1.8 years.
NOTE19 – BUSINESS SEGMENTS
The Company’s reportable segments are determined by the Chief Financial Officer (“CFO”), who is the designated chief operating decision maker or CODM, based upon information provided about the Company's products and services offered, primarily distinguished between commercial and consumer banking and home lending. They are also distinguished by the level of information provided to the CFO, who uses such information to review performance of various components of business for each branch and home lending office, which are aggregated if operating performance, products/services, and customers are similar. The CFO evaluates the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the performance of the Company's segments and in the determination of allocating resources. The CFO uses revenue streams to evaluate product pricing and significant expenses to assess performance of each segment to evaluate compensation of certain employees. Segment pretax profit or loss is used to assess the performance of the banking segment by monitoring the margin between interest revenue and interest expense. Segment pretax profit or loss is used to assess the performance of the home lending segment by monitoring the premium received on loans sales. Loans, investments, and deposits provide the revenues in the commercial and consumer banking operation, and servicing fees and loan sales provide the revenues in home lending. Interest expense, provisions for credit losses, and payroll provide the significant expenses in commercial and consumer banking, and cost of loan sales and payroll provide the significant expenses in home lending. All operations are domestic and the Company hasno major customers providing greater than10% of total segment revenue. The Company doesnot have any material intra-entity sales or transfers, aside from certain allocations of interest expense and loan servicing cost from the commercial and consumer banking segment to the home lending segment.
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The Company uses various management accounting methodologies to assign certain income statement items to the responsible operating segment, including:
| ● | a funds transfer pricing (“FTP”) system, which allocates interest income credits and funding charges between the segments, assigning to each segment a funding credit for its liabilities, such as deposits, and a charge to fund its assets; |
|---|
| ● | a cost per loan serviced allocation based on the number of loans being serviced on the balance sheet and the number of loans serviced for third parties; |
|---|
| ● | an allocation based upon the approximate square footage utilized by the home lending segment in Company owned locations; |
|---|
| ● | an allocation of charges for services rendered to the segments by centralized functions, such as corporate overhead, which are generally based on the number of full-time employees (“FTEs”) in each segment; and |
|---|
| ● | an allocation of the Company’s consolidated income taxes which are based on the effective tax rate applied to the segment’s pretax income or loss. |
|---|
Segment assets are primarily allocated based on loan origination channel. The home lending segment is limited to residential mortgage and home equity loans originated through the home lending platform. The home lending segment additionally includes related accrued interest receivable and the Company's MSR assets. The commercial and consumer banking segment includes the remainder of the loan portfolio, the assets of the retail branch network and administrative buildings, as well as the investment portfolio and other assets of the Bank. A description of the Company’s business segments and the products and services they provide is as follows:
Commercial and Consumer Banking Segment
The commercial and consumer banking segment provides diversified financial products and services to our commercial and consumer customers through Bank branches, online banking platforms, mobile banking apps, and telephone banking. These products and services include deposit products; residential, consumer, business and commercial real estate lending portfolios and cash management services. The Company originates consumer loans, commercial and multi-family real estate loans, construction loans for residential and multi-family construction, and commercial business loans. At* December 31, 2025*, the Company’s retail deposit branch network consisted of 27 branches in the Pacific Northwest. This segment is also responsible for the management of the investment portfolio and other assets of the Bank.
Home Lending Segment
The home lending segment originatesone-to-four-family residential mortgage loans primarily for sale in the secondary markets as well as loans held for investment. A majority of these mortgage loans are sold to or securitized by FNMA, FHLMC, GNMA or the FHLB of Des Moines, while the Company generally retains the right to service these loans. Loans originated under the guidelines of the Federal Housing Administration (“FHA”), US Department of Veterans Affairs (“VA”), and United States Department of Agriculture (“USDA”) are generally sold servicing released to a correspondent bank or mortgage company. The Company has the option to sell loans on a servicing-released or servicing-retained basis to securitizers and correspondent lenders. A small percentage of its loans are brokered to other lenders. On occasion, the Company* maysell a portion of its MSRs portfolio and maysell small pools of loans initially originated to be held in the loan portfolio. The Company manages the loan funding and the interest rate risk associated with the secondary market loan sales and the retainedone*-to-four-family MSRs within this business segment. One-to-four-family loans originated for investment and held in this segment are allocated to the home lending segment with a corresponding provision expense and FTP for cost of funds. Noninterest expense includes allocated overhead expense from general corporate activities. Allocation is determined based on a combination of segment assets and FTEs.
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Segment Financial Results
Accounting policies for segments are consistent with those described in “Note1 – Basis of Presentation and Summary of Significant Accounting Policies.” Segment performance is evaluated using net income. Indirect expenses are allocated based on segment assets and full-time equivalent employees (“FTEs”). Transactions among segments are made at fair value. Information reported internally for performance assessment by the CFO follows, inclusive of reconciliations of significant segment totals to the financial statements at or for the years indicated:
| Income: | Commercial and Consumer Banking | Home Lending | Total |
|---|---|---|---|
| Interest income - loans receivable, including fees | $146,140 | $35,741 | $181,881 |
| Interest income - other interest earnings assets | 15,365 | — | 15,365 |
| Total interest income by segment | 161,505 | 35,741 | 197,246 |
| Gain on sale of loans | 63 | 8,217 | 8,280 |
| Other income | 11,239 | 2,758 | 13,997 |
| Intersegment income | (1,295) | 1,295 | — |
| Total noninterest income by segment | 10,007 | 12,270 | 22,277 |
| Total income by segment | 171,512 | 48,011 | 219,523 |
| Expense: | |||
| Interest expense - deposits | 57,649 | 20 | 57,669 |
| Interest expense - borrowings | 7,229 | — | 7,229 |
| Interest expense - subordinated note | 1,541 | 401 | 1,942 |
| Interest expense - intersegment | (24,048) | 24,048 | — |
| Total interest expense by segment | 42,371 | 24,469 | 66,840 |
| Provision for credit losses by segment | 9,001 | 545 | 9,546 |
| Salaries and benefits | 32,355 | 7,709 | 40,064 |
| Overhead allocation | 23,352 | 7,370 | 30,722 |
| Other segment items (1) | 25,794 | 5,437 | 31,231 |
| Total noninterest expense by segment | 81,501 | 20,516 | 102,017 |
| Income before provision for income taxes by segment | 38,639 | 2,481 | 41,120 |
| Provision for income taxes by segment | (7,305) | (469) | (7,774) |
| Net income by segment | $31,334 | $2,012 | $33,346 |
| Other segment disclosures: | |||
| Segment assets | $2,538,874 | $657,973 | $3,196,847 |
| FTEs | 462 | 118 | 580 |
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| Income: | Commercial and Consumer Banking | Home Lending | Total |
|---|---|---|---|
| Interest income - loans receivable, including fees | $139,996 | $30,861 | $170,857 |
| Interest income - other interest earnings assets | 13,980 | — | 13,980 |
| Total interest income by segment | 153,976 | 30,861 | 184,837 |
| Gain on sale of loans | — | 8,557 | 8,557 |
| Gain on sale of MSRs | 6,473 | 1,883 | 8,356 |
| Loss on sale of investment securities | — | — | — |
| Other income | 1,856 | 2,787 | 4,643 |
| Intersegment income | 898 | (898) | — |
| Total noninterest income by segment | 9,227 | 12,329 | 21,556 |
| Total income by segment | 163,203 | 43,190 | 206,393 |
| Expense: | |||
| Interest expense - deposits | 53,156 | 7 | 53,163 |
| Interest expense - borrowings | 6,627 | — | 6,627 |
| Interest expense - subordinated note | 1,555 | 387 | 1,942 |
| Interest expense - intersegment | (20,666) | 20,666 | — |
| Total interest expense by segment | 40,672 | 21,060 | 61,732 |
| Provision for credit losses by segment | 5,393 | 118 | 5,511 |
| Salaries and benefits | 26,609 | 8,470 | 35,079 |
| Overhead allocation | 22,464 | 6,559 | 29,023 |
| Other segment items (1) | 28,542 | 4,925 | 33,467 |
| Total noninterest expense by segment | 77,615 | 19,954 | 97,569 |
| Income before provision for income taxes by segment | 39,523 | 2,058 | 41,581 |
| (Provision) benefit for income taxes by segment | (6,733) | 176 | (6,557) |
| Net income by segment | $32,790 | $2,234 | $35,024 |
| Other segment disclosures: | |||
| Segment assets | $2,410,777 | $618,400 | $3,029,177 |
| FTEs | 447 | 115 | 562 |
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| Commercial | |||
|---|---|---|---|
| and Consumer | |||
| Income: | Banking | Home Lending | Total |
| Interest income - loans receivable, including fees | $127,947 | $26,998 | $154,945 |
| Interest income - other interest earnings assets | 12,247 | — | 12,247 |
| Total interest income by segment | 140,194 | 26,998 | 167,192 |
| Gain on sale of loans | — | 6,711 | 6,711 |
| Other income | 9,178 | 4,601 | 13,779 |
| Intersegment income | 1,190 | (1,190) | — |
| Total noninterest income by segment | 10,368 | 10,122 | 20,490 |
| Total income by segment | 150,562 | 37,120 | 187,682 |
| Expense: | |||
| Interest expense - deposits | 36,743 | 8 | 36,751 |
| Interest expense - borrowings | 5,196 | — | 5,196 |
| Interest expense - subordinated note | 1,581 | 361 | 1,942 |
| Interest expense - intersegment | (15,063) | 15,063 | — |
| Total interest expense by segment | 28,457 | 15,432 | 43,889 |
| Provision for credit losses by segment | 3,494 | 1,280 | 4,774 |
| Salaries and benefits | 25,623 | 9,749 | 35,372 |
| Corporate overhead allocation | 21,266 | 6,109 | 27,375 |
| Other segment items (1) | 26,878 | 4,122 | 31,000 |
| Total noninterest expense by segment | 73,767 | 19,980 | 93,747 |
| Income before provision for income taxes by segment | 44,844 | 428 | 45,272 |
| Provision for income taxes by segment | (9,132) | (87) | (9,219) |
| Net income by segment | $35,712 | $341 | $36,053 |
| Other segment disclosures: | |||
| Segment assets | $2,420,930 | $551,739 | $2,972,669 |
| FTEs | 447 | 123 | 570 |
| (1) | Other segments items include operations, occupancy, data processing, loan costs, professional and board fees, marketing and advertising, and (recovery) impairment of MSRs. |
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NOTE20 – GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and certain other intangibles generally arise from business combinations accounted for under the acquisition method of accounting. Goodwill totaled $3.6 million at both* December 31, 2025*, and* December 31, 2024*, and represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed in the Branch Purchase on* February 24, 2023 (“Branch Acquisition”), and the purchase offour retail bank branches from Bank of America on January 22, 2016.Goodwill isnot* amortized but is evaluated for impairment on an annual basis at* December 31of each year or whenever events or changes in circumstances indicate the carrying value may**not* be recoverable. The Company elected to perform a qualitative assessment to determine whether it was more likely thannot that the fair value of the reporting unit exceeded its carrying value, including goodwill. In performing this assessment, management considered qualitative factors including macroeconomic conditions, industry and market trends, financial performance, and changes in the Company’s stock price and market capitalization. Based on this assessment, management concluded that it was more likely thannot that the fair value of the reporting unit exceeded its carrying value, and thereforeno impairment of goodwill was indicated.
Core deposit intangible (“CDI”) is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount* may**not* be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. As of* December 31, 2025*, management believes that there have beenno events or changes in the circumstances that would indicate a potential impairment of CDI.
The following table summarizes the changes in the Company’s other intangible assets comprised solely of CDI for the years indicated:
| Other Intangible Assets | |||
|---|---|---|---|
| Accumulated | |||
| Gross CDI | Amortization | Net CDI | |
| Balance, December 31, 2023 | $24,928 | $(7,585) | $17,343 |
| Amortization | — | (3,633) | (3,633) |
| Balance, December 31, 2024 | 24,928 | (11,218) | 13,710 |
| Amortization | — | (3,192) | (3,192) |
| Balance, December 31, 2025 | $24,928 | $(14,410) | $10,518 |
The CDI represents the fair value assigned to the intangible core deposit base acquired in business combinations. The CDI from the Branch Acquisition is being amortized on an accelerated basis over 10 years, while the CDI from the Anchor Bank acquisition (completed in* November 2018)is being amortized on a straight-line basis over 10 years. Amortization expense was $3.2 million, $3.6 million and $3.5 million for the years ended December 31, 2025,*2024 and2023, respectively.
Amortization expense for CDI is expected to be as follows for the years ended* December 31:*
| 2026 | $2,845 |
| 2027 | 2,500 |
| 2028 | 2,110 |
| 2029 | 1,283 |
| 2030 | 937 |
| Thereafter | 843 |
| Total | $10,518 |
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NOTE21 – PARENT COMPANY ONLY FINANCIAL INFORMATION
The Condensed Balance Sheets, Statements of Income, and Statements of Cash Flows for the Company (Parent Only) are presented below:
| Condensed Balance Sheets | December 31, | |
|---|---|---|
| Assets | 2025 | 2024 |
| Cash and due from banks | $8,133 | $9,160 |
| Investment in subsidiary | 349,514 | 336,579 |
| Other assets | 716 | 487 |
| Total assets | $358,363 | $346,226 |
| Liabilities and stockholders' equity | ||
| Subordinated notes, net | 49,661 | 49,594 |
| Other liabilities | 1,008 | 865 |
| Total liabilities | 50,669 | 50,459 |
| Stockholders' equity | 307,694 | 295,767 |
| Total liabilities and stockholders' equity | $358,363 | $346,226 |
| Condensed Statements of Income | Year Ended December 31, | ||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Dividends received from subsidiary | $24,010 | $11,832 | $8,919 |
| Interest expense on subordinated note | (1,942) | (1,942) | (1,942) |
| Other expenses | (936) | (452) | (278) |
| Income before income tax benefit and equity in undistributed net income of subsidiary | 21,132 | 9,438 | 6,699 |
| Income tax benefit | 590 | 488 | 458 |
| Equity in undistributed earnings of subsidiary | 11,624 | 25,098 | 28,896 |
| Net income | $33,346 | $35,024 | $36,053 |
| Condensed Statements of Cash Flows | Year Ended December 31, | ||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Cash flows from operating activities: | |||
| Net income | $33,346 | $35,024 | $36,053 |
| Equity in undistributed net income of subsidiary | (11,624) | (25,098) | (28,896) |
| Amortization | 67 | 67 | 66 |
| Share-based compensation expense related to stock options and restricted stock | 2,254 | 1,806 | 2,010 |
| Changes in operating assets and liabilities | |||
| Other assets | (229) | (29) | 246 |
| Other liabilities | 143 | 13 | 18 |
| Net cash from operating activities | 23,957 | 11,783 | 9,497 |
| Cash flows used by financing activities: | |||
| Disbursements from stock options exercised | (57) | (1,633) | (273) |
| Common stock repurchased for employee/director taxes paid on restricted stock awards | (464) | (386) | (355) |
| Issuance of common stock - employee stock purchase plan | 1,222 | 1,075 | 1,017 |
| Common stock repurchased | (15,423) | (2,508) | (223) |
| Dividends paid on common stock | (10,262) | (8,265) | (7,764) |
| Net cash used by financing activities | (24,984) | (11,717) | (7,598) |
| Net (decrease) increase in cash and cash equivalents | (1,027) | 66 | 1,899 |
| Cash and cash equivalents, beginning of year | 9,160 | 9,094 | 7,195 |
| Cash and cash equivalents, end of year | $8,133 | $9,160 | $9,094 |
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NOTE22 – DEFINITIVE AGREEMENT
On* February 25, 2026,the Company entered into a definitive agreement (the “Agreement”) with Pacific West Bancorp, headquartered in West Linn, Oregon ("Pacific West"), pursuant to which Pacific West will be merged with and into the Company, and immediately thereafter Pacific West’s bank subsidiary, Pacific West Bank, will be merged with and into1st* Security Bank of Washington. Pacific West Bank primarily serves the Greater Portland, Oregon metropolitan area withfour branch locations in Portland, Vancouver, West Linn, and Lake Oswego.
Under the terms of the Agreement, the aggregate consideration will consist of 430,176 shares of FS Bancorp common stock and $16,832,742 in cash. Pacific West shareholders will have the right to elect shares of FS Bancorp common stock or cash, subject to proration as provided in the Agreement. Based on the closing price of FS Bancorp common stock of $41.26 on* February 25, 2026,*the consideration value for Pacific West was $34.6 million, or approximately $12.52 per share. Upon completion of the merger, Pacific West shareholders would hold, in aggregate, approximately 5.4% of FS Bancorp’s outstanding common stock.
All of the directors of Pacific West have agreed to vote their shares of Pacific West common stock in favor of approval of the Agreement. The proposed transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the Agreement by the shareholders of Pacific West, and is expected to be completed in thethird quarter of2026.
At* December 31, 2025,*Pacific West reported total assets of $386.0 million, total loans of $276.6 million and total deposits of $342.2 million.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.