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OLD SECOND BANCORP INC

For the period ended Dec 31, 2024. Filed Mar 6, 2025.

View on SEC.gov

About this filing

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

FY2024 · Filed Mar 6, 2025

OSBC$25.08-0.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 8. Financial Statements and Supplementary Data

Consolidated Balance Sheets

December 31, 2024 and 2023

(In thousands, except per share data)

​​​​​​​
​ · ​ · December 31, · ​ · December 31,
​20242023
Assets​​​​​​
Cash and due from banks​$52,175​$55,534
Interest earning deposits with financial institutions​​47,154​​44,611
Cash and cash equivalents​​99,329​​100,145
Securities available-for-sale, at fair value​​1,161,701​​1,192,829
Federal Home Loan Bank Chicago (“FHLBC”) and Federal Reserve Bank Chicago (“FRBC”) stock​​19,441​​33,355
Loans held-for-sale​​1,556​​1,322
Loans​​3,981,336​​4,042,953
Less: allowance for credit losses on loans​​43,619​​44,264
Net loans​​3,937,717​​3,998,689
Premises and equipment, net​​87,311​​79,310
Other real estate owned​​21,617​​5,123
Mortgage servicing rights, at fair value​​10,374​​10,344
Goodwill​​93,260​​86,478
Core deposit intangible​​22,031​​11,217
Bank-owned life insurance (“BOLI”)​​112,751​​109,318
Deferred tax assets, net​​26,619​​31,077
Other assets​​55,670​​63,592
Total assets​$5,649,377​$5,722,799
​​​​​​​
Liabilities​​​​​​
Deposits:​​​​​​
Noninterest bearing demand​$1,704,920​$1,834,891
Interest bearing:​​​​​​
Savings, NOW, and money market​​2,315,134​​2,207,949
Time​​748,677​​527,906
Total deposits​​4,768,731​​4,570,746
Securities sold under repurchase agreements​​36,657​​26,470
Other short-term borrowings​​20,000​​405,000
Junior subordinated debentures​​25,773​​25,773
Subordinated debentures​​59,467​​59,382
Other liabilities​​67,715​​58,147
Total liabilities​​4,978,343​​5,145,518
​​​​​​​
Stockholders’ Equity​​​​​​
Common stock​​44,908​​44,705
Additional paid-in capital​​205,284​​202,223
Retained earnings​​469,165​​393,311
Accumulated other comprehensive loss​​(47,748)​​(62,781)
Treasury stock​​(575)​​(177)
Total stockholders’ equity​​671,034​​577,281
Total liabilities and stockholders’ equity​$5,649,377​$5,722,799
​​​​​​​
​​​​​​
​ · December 31, 2024 · ​ · December 31, 2023
​ · Common · ​ · Common
​ · Stock · Stock
Par value$1.00​$1.00
Shares authorized​60,000,000​​60,000,000
Shares issued​44,907,619​​44,705,150
Shares outstanding​44,873,467​​44,697,917
Treasury shares​34,152​​7,233

See accompanying notes to consolidated financial statements.

Consolidated Statements of Income

(In thousands, except per share data)

​​​​​​​​​​
​ · ​ · Year Ended December 31,
​202420232022
Interest and dividend income​​​​​​​​​
Loans, including fees​$253,319​$244,187​$176,379
Loans held-for-sale​​94​​91​​130
Securities:​​​​​​​​​
Taxable​​34,656​​37,940​​31,566
Tax exempt​​5,164​​5,329​​5,287
Dividends from FHLBC and FRBC stock​​2,278​​1,920​​936
Interest bearing deposits with financial institutions​​2,393​​2,503​​2,175
Total interest and dividend income​​297,904​​291,970​​216,473
Interest expense​​​​​​​​​
Savings, NOW, and money market deposits​​17,866​​8,761​​1,900
Time deposits​​20,147​​6,636​​1,448
Securities sold under repurchase agreements​​337​​93​​40
Other short-term borrowings​​14,607​​18,774​​480
Junior subordinated debentures​​1,127​​1,095​​1,136
Subordinated debentures​​2,185​​2,185​​2,185
Senior notes​​-​​2,408​​2,682
Notes payable and other borrowings​​-​​87​​446
Total interest expense​​56,269​​40,039​​10,317
Net interest and dividend income​​241,635​​251,931​​206,156
Provision for credit losses​​12,750​​16,501​​6,550
Net interest and dividend income after provision for credit losses​​228,885​​235,430​​199,606
Noninterest income​​​​​​​​​
Wealth management​​11,426​​9,803​​9,887
Service charges on deposits​​10,226​​9,817​​9,562
Secondary mortgage fees​​287​​259​​332
Mortgage servicing rights mark to market (loss) gain​​(723)​​(1,425)​​3,177
Mortgage servicing income​​1,942​​2,029​​2,130
Net gain on sales of mortgage loans​​1,805​​1,477​​2,022
Securities losses, net​​-​​(4,148)​​(944)
Change in cash surrender value of BOLI​​3,619​​2,120​​718
Death benefit realized on BOLI​​905​​-​​-
Card related income​​10,114​​10,051​​10,989
Other income​​4,218​​4,196​​5,243
Total noninterest income​​43,819​​34,179​​43,116
Noninterest expense​​​​​​​​​
Salaries and employee benefits​​98,025​​88,566​​86,573
Occupancy, furniture and equipment​​16,159​​14,437​​14,992
Computer and data processing​​9,473​​7,277​​15,795
FDIC insurance​​2,543​​2,705​​2,401
Net teller & bill paying​​2,244​​2,115​​3,730
General bank insurance​​1,268​​1,212​​1,221
Amortization of core deposit intangible​​2,440​​2,461​​2,626
Advertising expense​​1,243​​721​​589
Card related expense​​5,555​​5,123​​4,348
Legal fees​​1,326​​927​​873
Consulting & management fees​​2,496​​2,415​​2,425
Other real estate expense, net​​2,220​​399​​130
Other expense​​14,756​​16,843​​15,470
Total noninterest expense​​159,748​​145,201​​151,173
Income before income taxes​​112,956​​124,408​​91,549
Provision for income taxes​​27,692​​32,679​​24,144
Net income​$85,264​$91,729​$67,405
​​​​​​​​​​
Basic earnings per share​$1.90​$2.05​$1.51
Diluted earnings per share​​1.87​​2.02​​1.49
Dividends declared per share​​0.21​​0.20​​0.20

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)

​​​​​​​​​​
​ · ​ · Year Ended December 31,
​ · 2024 · 2023 · ​ · 2022
Net Income​$85,264​$91,729​$67,405
​​​​​​​​​​
Unrealized holding gains (losses) on available-for-sale securities arising during the period​​15,525​​35,160​​(139,876)
Related tax (expense) benefit​​(4,347)​​(9,889)​​39,166
Holding gains (losses), after tax, on available-for-sale securities​​11,178​​25,271​​(100,710)
​​​​​​​​​​
Less: Reclassification adjustment for the net gains (losses) realized during the period​​​​​​​​​
Net realized losses​​-​​(4,148)​​(944)
Related tax benefit​​-​​1,117​​265
Net realized losses, after tax​​-​​(3,031)​​(679)
Other comprehensive income (loss) on available-for-sale securities​​11,178​​28,302​​(100,031)
​​​​​​​​​​
Changes in fair value of derivatives used for cash flow hedges​​5,333​​2,851​​(2,579)
Related tax (expense) benefit​​(1,478)​​(810)​​718
Other comprehensive income on cash flow hedges​​3,855​​2,041​​(1,861)
​​​​​​​​​​
Total other comprehensive income (loss)​​15,033​​30,343​​(101,892)
Total comprehensive income​$100,297​$122,072​$(34,487)
​​​​​​​​​​
​​​​​​​​​​
​​​​​​​​​​
​ · ​ · Accumulated · ​ · Accumulated · ​ · Total
​ · ​ · Unrealized Gain · ​ · Unrealized Gain · ​ · Accumulated Other
​ · ​ · (Loss) on Securities · ​ · (Loss) on Derivative · ​ · Comprehensive
​ · ​ · Available-for -Sale · ​ · Instruments · ​ · Income/(Loss)
​​​​​​​​​​
Balance, January 1, 2022​$11,139​$(2,371)​$8,768
Other comprehensive loss, net of tax​​(100,031)​​(1,861)​​(101,892)
Balance, December 31, 2022​$(88,892)​$(4,232)​$(93,124)
​​​​​​​​​​
Balance, January 1, 2023​$(88,892)​$(4,232)​$(93,124)
Other comprehensive income, net of tax​​28,302​​2,041​​30,343
Balance, December 31, 2023​$(60,590)​$(2,191)​$(62,781)
​​​​​​​​​​
Balance, January 1, 2024​$(60,590)​$(2,191)​$(62,781)
Other comprehensive income, net of tax​​11,178​​3,855​​15,033
Balance, December 31, 2024​$(49,412)​$1,664​$(47,748)
​​​​​​​​​​

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

​​​​​​​​​​
​ · ​ · Year Ended December 31,
​ · ​ · 2024 · 2023 · ​ · 2022
Cash flows from operating activities​​​​​​​​​
Net income​$85,264​$91,729​$67,405
Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​​​
Net premium / discount amortization on securities​​2,651​​3,317​​5,217
Securities losses, net​​-​​4,148​​944
Provision for credit losses​​12,750​​16,501​​6,550
Originations of loans held-for-sale​​(58,011)​​(52,091)​​(76,607)
Proceeds from sales of loans held-for-sale​​58,818​​52,186​​81,776
Net gains on sales of mortgage loans​​(1,805)​​(1,477)​​(2,022)
Mortgage servicing rights mark to market loss​​723​​1,425​​(3,177)
Net accretion of discount on loans and unfunded commitments​​(422)​​(3,067)​​(6,339)
Net change in cash surrender value of BOLI​​(3,619)​​(2,120)​​(718)
Net gains on sale of other real estate owned​​(390)​​(256)​​(163)
Provision for other real estate owned valuation losses​​1,744​​269​​104
Depreciation of fixed assets and amortization of leasehold improvements​​5,591​​4,485​​4,085
Amortization of operating lease right-of-use asset​​1,129​​758​​174
Net gains on disposal and transfer of fixed assets​​(31)​​(623)​​(2,017)
Loss on lease termination​​47​​-​​-
Amortization of core deposit intangibles​​2,440​​2,461​​2,626
Change in current income taxes receivable​​5,991​​(4,872)​​12,048
Deferred tax expense (benefit)​​(1,367)​​1,857​​969
Change in accrued interest receivable and other assets​​4,135​​(6,639)​​(1,114)
Accretion of purchase accounting adjustment on time deposits​​(235)​​(1,226)​​(1,582)
Change in accrued interest payable and other liabilities​​13,486​​6,511​​6,416
Payments on operating lease payable​​(1,270)​​(478)​​(191)
Stock based compensation​​3,914​​3,603​​2,960
Net cash provided by operating activities​​131,533​​116,401​​97,344
Cash flows from investing activities​​​​​​​​​
Proceeds from maturities and calls, including pay down of securities available-for-sale​​304,167​​186,049​​279,848
Proceeds from sales of securities available-for-sale​​5,331​​205,738​​30,981
Purchases of securities available-for-sale​​(265,496)​​(13,414)​​(301,649)
Net redemptions (purchases) of FHLBC/FRBC stock​​13,914​​(12,825)​​(7,273)
Net change in loans​​34,710​​(197,574)​​(443,904)
Purchases of BOLI policies​​(1,050)​​(590)​​(590)
Proceeds from claims on BOLI, net of claims receivable​​1,236​​-​​-
Proceeds from sales of other real estate owned, net of participations and improvements​​3,235​​2,005​​941
Proceeds from disposition of premises and equipment​​-​​4,542​​13,346
Net purchases of premises and equipment​​(10,787)​​(12,376)​​(4,332)
Cash received from (paid for) acquisition, net​​237,441​​-​​(146)
Net cash provided by (used in) investing activities​​322,701​​161,555​​(432,778)
Cash flows from financing activities​​​​​​​​​
Net change in deposits​​(69,776)​​(538,751)​​(353,927)
Net change in securities sold under repurchase agreements​​10,187​​(5,686)​​(18,181)
Net change in other short-term borrowings​​(385,000)​​315,000​​90,000
Repayment of term note​​-​​(9,000)​​(4,000)
Net change in notes payable and other borrowings, excluding term note​​-​​-​​(6,056)
Repayment of senior notes​​-​​(45,000)​​-
Dividends paid on common stock​​(9,413)​​(8,946)​​(8,877)
Purchase of treasury stock​​(1,048)​​(605)​​(455)
Net cash used in financing activities​​(455,050)​​(292,988)​​(301,496)
Net change in cash and cash equivalents​​(816)​​(15,032)​​(636,930)
Cash and cash equivalents at beginning of period​​100,145​​115,177​​752,107
Cash and cash equivalents at end of period​$99,329​$100,145​$115,177
​​​​​​​​​​

Consolidated Statements of Cash Flows – Continued

​​​​​​​​​​
​ · ​ · ​
​ · ​ · Year Ended December 31,
Supplemental cash flow information · 2024 · 2023 · 2022
Income taxes paid, net​$23,034​$35,670​$11,232
Interest paid for deposits​​36,915​​14,210​​3,418
Interest paid for borrowings​​18,360​​24,238​​6,777
Non-cash transfer of loans to other real estate owned​​21,083​​5,580​​87
Non-cash transfer of fixed assets to other assets​​1,129​​582​​4,568
Operating leases recognized​​1,250​​6,745​​-

See accompanying notes to consolidated financial statements.

Consolidated Statements of Changes in Stockholders’ Equity

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accumulated · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Additional · ​ · ​ · ​ · ​ · Other · ​ · ​ · ​ · ​ · Total
​ · ​ · Common · ​ · Paid-In · ​ · Retained · ​ · Comprehensive · ​ · Treasury · ​ · Stockholders’
​ · ​ · Stock · Capital · Earnings · Income (Loss) · Stock · Equity
​​​​​​​​​​​​​​​​​​​
Balance, January 1, 2022​$44,705​$202,443​$252,011​$8,768​$(5,900)​$502,027
Net income​​​​​​​​67,405​​​​​​​​67,405
Other comprehensive loss, net of tax​​​​​​​​​​​(101,892)​​​​​(101,892)
Dividends declared on common stock, ($0.20 per share)​​​​​​​​(8,904)​​​​​​​​(8,904)
Vesting of restricted stock​​​​​(3,127)​​​​​​​​3,127​​-
Stock based compensation​​​​​2,960​​​​​​​​​​​2,960
Purchase of treasury stock from taxes withheld on stock awards​​​​​​​​​​​​​​(455)​​(455)
Balance, December 31, 2022​$44,705​$202,276​$310,512​$(93,124)​$(3,228)​$461,141
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
Balance, January 1, 2023​$44,705​$202,276​$310,512​$(93,124)​$(3,228)​$461,141
Net income​​​​​​​​91,729​​​​​​​​91,729
Other comprehensive income, net of tax​​​​​​​​​​​30,343​​​​​30,343
Dividends declared on common stock, ($0.20 per share)​​​​​​​​(8,930)​​​​​​​​(8,930)
Vesting of restricted stock​​​​​(3,656)​​​​​​​​3,656​​-
Stock based compensation​​​​​3,603​​​​​​​​​​​3,603
Purchase of treasury stock from taxes withheld on stock awards​​​​​​​​​​​​​​(605)​​(605)
Balance, December 31, 2023​$44,705​$202,223​$393,311​$(62,781)​$(177)​$577,281
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
Balance, January 1, 2024​$44,705​$202,223​$393,311​$(62,781)​$(177)​$577,281
Net income​​​​​​​​85,264​​​​​​​​85,264
Other comprehensive income, net of tax​​​​​​​​​​​15,033​​​​​15,033
Dividends declared on common stock, ($0.21 per share)​​​​​​​​(9,410)​​​​​​​​(9,410)
Vesting of restricted stock​​203​​(853)​​​​​​​​650​​-
Stock based compensation​​​​​3,914​​​​​​​​​​​3,914
Purchase of treasury stock from taxes withheld on stock awards​​​​​​​​​​​​​​(1,048)​​(1,048)
Balance, December 31, 2024​$44,908​$205,284​$469,165​$(47,748)​$(575)​$671,034
​​​​​​​​​​​​​​​​​​​

See accompanying notes to consolidated financial statements*.*

Notes to Consolidated Financial Statements

December 31, 2024, 2023 and 2022

(Table amounts in thousands, except per share data)

Note 1: Summary of Significant Accounting Policies

Nature of Operations - Old Second Bancorp, Inc. (the “Company”) is a corporation organized under the laws of the State of Delaware in 1981 that serves as the bank holding company for its wholly-owned subsidiary bank, Old Second National Bank. Old Second National Bank (the “Bank”) is a national banking association headquartered in Aurora, Illinois, that operates through 53 banking centers located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. The Bank is a full-service banking business, offering a broad range of deposit products, trust and wealth management services, and lending services, including commercial, residential and consumer loans. We also offer a full complement of electronic banking services, such as online and mobile banking and corporate cash management products.

The consolidated financial statements of the Company include the financial statements of the Bank and its wholly-owned subsidiaries, River Street Advisors, LLC, an investment advisory/management service company, Old Second Affordable Housing Fund, L.L.C., which provides down payment assistance for home ownership to qualified individuals, and Station I, LLC, Station II, LLC, and Station III, LLC, which hold property acquired by the Bank through foreclosure or in the ordinary course of collecting a debt previously contracted with borrowers. The Company uses the accrual basis of accounting for financial reporting purposes. Certain amounts in prior year financial statements have been reclassified to conform to the 2024 presentation.

Use of Estimates – The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) and following general practices within the banking industry requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates.

Principles of Consolidation – The accompanying consolidated financial statements include the accounts and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements.

Segment Reporting–The Company hasone operating segment, which is community banking. While our management monitors the revenue streams of our various products and services, the Company’s operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Company’s operations are considered to be aggregated inone reportable segment.

Concentration of Credit Risk – Most of the Company’s business activity is with customers located within Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois. These banking centers surround or are within the Chicago metropolitan area. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy in that market area since the Bank generally makes loans within this market. There are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector.

Cash and Cash Equivalents – For purposes of the Consolidated Statements of Cash Flows, management has defined cash and cash equivalents to include cash and due from banks, interest-earning deposits in other financial institutions, and other short-term investments, such as federal funds sold and securities purchased under agreements to resell. The classification of cash and cash equivalents includes those assets held in the form of cash or liquid instruments with an original maturity of 90 days or less.

Securities – All of the Company’s securities are classified as available-for-sale, and are carried at fair value, with unrealized gains or losses, net of tax, recorded in stockholders’ equity as a separate component of accumulated other comprehensive (loss) income.

Realized securities gains or losses, which are reported in securities losses, net, in the Consolidated Statements of Income, are recognized on a trade date basis and are determined using the specific identification method. Discounts are accreted into interest income over the estimated life of the related security and premiums are amortized into income to the earlier of the call date or estimated life of the related security using the level yield method.

The Company has made a policy election to exclude accrued interest income from the amortized cost basis of available-for-sale debt securities and report accrued interest separately in other assets in the Consolidated Balance Sheets. A debt security is placed on nonaccrual status at the time we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest for a security placed on nonaccrual is reversed against interest income. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable.

For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security, prior to the recovery of its amortized cost basis. If either of the above criteria is met, the security’s amortized cost basis is written down to fair value through earnings. When the criteria above is not met, we evaluate whether the decline in fair value is the result of credit losses or other factors. In making this assessment, we review changes to the rating of the security by a rating agency, an increase in defaults on the underlying collateral, and the extent to which the securities are issued by the federal government or its agencies, including the amount of the guarantee issued by those agencies, among other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with 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 for the security, a credit loss exists and an allowance for credit losses is recorded through earnings, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive (loss) income, net of taxes.

Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Federal Home Loan Bank and Federal Reserve Bank Stock – The Company owns the stock of the Federal Home Loan Bank of Chicago (“FHLBC”) and the Federal Reserve Bank of Chicago (“FRBC”). Both of these entities require the Bank to invest in their nonmarketable stock as a condition of membership. The FHLBC is a governmental sponsored entity. The Bank continues to utilize the various products and services of the FHLBC and management considers this stock to be a long-term investment. FHLBC members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLBC stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. The Company’s ability to redeem the shares owned is dependent on the redemption practices of the FHLBC. The Company records dividends in income on the ex-dividend date. FRBC stock is redeemable at par, and therefore fair value equals cost.

Loans Held-for-Sale – The Bank originates residential mortgage loans, which consist of loan products eligible for sale to the secondary market. Residential mortgage loans eligible for sale in the secondary market are carried at fair market value. The fair value of loans held-for-sale is determined using quoted secondary market prices on similar loans.

Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related sold loan.

Loans – Loans held-for-investment are carried at the principal amount outstanding, net of premiums and discounts associated with acquisition date fair value adjustments on acquired loans, deferred loan fees and costs, and any direct principal charge-offs. The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and report accrued interest separately from the related loan balance in other assets in the Consolidated Balance Sheets.

Interest income on loans is accrued based on principal amounts outstanding. Loan and lease origination fees, commitment fees, and certain direct loan origination costs are deferred and amortized over the life of the related loans or commitments as a yield adjustment. Fees related to standby letters of credit, whose ultimate exercise is remote, are amortized into fee income over the estimated life of the commitment. Other related fees are recognized as fee income when earned.

Past Due and Nonaccrual Loans

Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment. Generally, loans are placed on nonaccrual status (i) when either principal or interest payments become 90 days or more past due based on contractual terms unless the loan is sufficiently collateralized such that full repayment of both principal and interest is expected and is in the process of collection within a reasonable period or (ii) when an individual analysis of a borrower’s creditworthiness indicates a credit should be placed on nonaccrual status whether or not the loan is 90 days or more past due. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Interest received on such loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash basis method, interest income is recorded when the payment is received in cash. Nonaccrual loans are returned to accrual status when the financial position of the borrower and other relevant factors indicate there is no longer doubt that the Company will collect all principal and interest due.

Purchase Credit Deteriorated (PCD) Loans

Purchased credit deteriorated loans (“PCD loans”) are purchased loans, that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on an individual loan basis from an evaluation of each specific loan and its related credit metrics. The sum of the loan’s purchase price and initial allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is accreted or amortized into interest income over the life of the loan. Expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the loans (accretable yield). The excess of the loan’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Subsequent changes to the allowance for credit losses are recorded through provision for credit losses. Over the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded as a provision for credit losses. If the present value of expected cash flows is greater than the carrying value, it is recognized as part of future interest income.

Non-Purchase Credit Deteriorated (Non-PCD) Loans

Non-purchased credit deteriorated loans (“non-PCD loans”) are purchased loans, that, as of the date of acquisition, have not experienced a significant deterioration in credit quality since origination, as determined by the Company’s assessment. An allowance for credit losses is determined using the same methodology as other loans held for investment, and no allowance is established as a Day One fair valuation allowance. The sum of the loan’s purchase price net of any related credit and interest rate premium or discount becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a discount or premium, which is comprised of an interest component and a credit component, and is accreted or amortized into interest income over the life of the loan. Expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the loans (accretable yield). The excess of the loan’s contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

A subsequent Day Two adjustment on non-PCD loans is recorded to the allowance for credit losses immediately after acquisition, which reflects the future estimated lifetime credit losses on the non-PCD loans, recorded through the provision for credit losses. Over the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded as a provision for credit losses. If the present value of expected cash flows is greater than the carrying value, it is recognized as part of future interest income.

Allowance for Credit Losses (“ACL”)

ACL on Loans

The ACL on loans is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on loans. The Company’s estimate of the ACL for loans reflects losses expected over the remaining contractual life of the loans. The contractual term does not consider extensions, renewals or modifications.

Determination of the ACL on loans is inherently subjective in nature since it requires significant estimates and management judgment, and includes a level of imprecision given the difficulty of identifying and assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and information available, the ultimate adequacy of the ACL is dependent upon a variety of factors beyond the Company’s direct control, including, but not limited to, the performance of the loan portfolio, consideration of current economic trends, changes in interest rates and property values, estimated losses on pools of homogeneous loans based on an analysis that uses historical loss experience for prior periods that are determined to have like characteristics with the current period such as pre-recessionary, recessionary, or recovery periods, portfolio growth and concentration risk, management and staffing changes, the interpretation of loan risk classifications by regulatory authorities and other credit market factors. While each component of the ACL on loans is determined separately, the entire balance is available for the entire loan portfolio.

The ACL methodology consists of measuring loans on a collective (pool) basis when similar risk characteristics exist. The type of credit composition and risk characteristics of each portfolio segment are as follows:

Commercial loans – Such credits typically comprise working capital loans, loans for physical asset expansion, asset acquisition loans and other commercial and industrial business loans. Loans to closely held businesses will generally be guaranteed in full or for a meaningful amount by the businesses’ major owners. Commercial loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for all commercial loan types. The Company classifies five different risk levels for this segment to assign a loss rate based on historical losses, and may utilize qualitative overlays to align historical loss experience with expectations during the forecast period.

Lease financing receivables** –**Lease financing receivables are subject to underwriting standards and processes similar to commercial loans. These loans are often secured by equipment or transportation assets, and are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. The Company’s historical loss rates are utilized from the prior periods which align to the current unemployment projections for the next twelve months.

Real estate - commercial loans – Real estate**-** commercial loans are subject to underwriting standards and processes similar to commercial and industrial loans. These are loans secured by mortgages on real estate collateral. Commercial real estate loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property. Loan performance may be adversely affected by factors impacting the general economy or conditions specific to the real estate market, such as geographic location and/or property type. The real estate – commercial segments utilized for the ACL on loans are:

●CRE owner occupied – the Company classifies five different risk levels within this segment to assign a loss rate based on historical losses, as well as utilizing a forecasted average unemployment rate and Gross Domestic Product (“GDP”) for the next twelve months as a loss driver.
●CRE investor – the Company classifies five different risk levels within this segment to assign a loss rate based on historical losses, as well as utilizing a forecasted average unemployment rate and GDP for the next twelve months as a loss driver. The primary difference between this segment and CRE owner occupied is within the slightly elevated historical loss rates.

Real estate - construction loans – The Company defines real estate - construction loans as loans where the loan proceeds are controlled by the Company and used exclusively for the improvement or development of real estate in which the Company holds a mortgage. Due to the inherent risk in this type of loan, they are subject to other industry specific policy guidelines outlined in the Company’s Credit Risk Policy and are monitored closely. The Company’s historical loss rates are utilized from the prior periods which align to the current unemployment projections for the next twelve months.

Real estate - residential loans* *– These are loans that are extended to purchase or refinance family residential dwellings. Residential real estate loans are considered homogenous in nature. Homes may be the primary or secondary residence of the borrower or may be investment properties of the borrower. The real estate – residential segments utilized for the ACL on loans are:

●Residential owner-occupied – these loans are secured by 1-4 family residential dwellings that are primary or secondary residences and the Company holds a first lien position. The Company applies historical loss rates from periods with like characteristics as the current period, with a longer remaining life than other segments, due to the often longer-term nature of these loans.
●Residential investor – these loans are secured by 1-4 family residential dwellings that are not a primary or secondary residence and the Company holds a first lien position. The Company applies historical loss rates from periods with like characteristics as the current period, with a slightly longer remaining life than other segments, but shorter duration than residential owner-occupied.
●Multifamily – these loans are secured by 5+ unit residential dwellings and the Company typically holds a first lien position. The Company classifies five different risk levels within this segment to assign a loss rate based on historical losses, as well as utilizing a forecasted average unemployment rate and GDP for the next twelve months as a loss driver.

Home equity lines of credit (“HELOCs”) – These are lines of credit that are extended to refinance 1-4 family residential dwellings, or to finance the borrower’s needs and collateralized by the borrower’s residence. These lines may be fixed or variable in nature, and the home serving as collateral may also have a first lien outstanding. The Company’s historical loss rates are utilized from the prior periods which align to the current unemployment projections for the next twelve months.

Consumer loans – Consumer loans include loans extended primarily for consumer and household purposes. These also include overdrafts and other items not captured by the definitions above. The primary loss driver for this segment is the unemployment rate forecast for the next twelve months.

The methodologies used for calculating the ACL on each loan segment include (i) a migration analysis for commercial, CRE owner occupied, CRE investor, and multifamily segments; (ii) a static pool analysis for construction, leases, residential investor, residential owner occupied and the HELOC segments; and (iii) a WARM (weighted average remaining maturity) methodology is used for consumer segments. The forecast period used for each segment calculation was one year, with an immediate reversion to historical loss rates following this one year period. In addition, the Company applies qualitative adjustments to each different loan, as described below.

The qualitative factors applied to each* loan *portfolio consist of the impact of other internal and external qualitative and credit market factors as assessed by management through a detailed loan review, ACL analysis and credit discussions. These internal and external qualitative and credit market factors include:

●changes in lending policies and procedures, including changes in underwriting standards and collections, charge-offs and recovery practices;
●changes in international, national, regional, and local conditions (specific factors which impact portfolios or discrepancies with national economic factors which are utilized within the economic forecast);
●changes in the experience, depth and ability of lending management;
●changes in the volume and severity of past due loans and other similar loan conditions;
●changes in the nature and volume of the loan portfolio and terms of loans;
●the existence and effect of any concentrations of credit and changes in the levels of such concentrations (this characteristic requires any portfolio exceeding 25% of capital to have a factor considered unless the pool is otherwise well diversified or holds a relatively low inherent risk);
●effects of other external factors, such as competition, legal or regulatory factors, on the level of estimated credit losses;
●changes in the quality of our loan review functions; and
●changes in the value of underlying collateral for collateral dependent loans.

The impact of the above listed internal and external qualitative and credit market risk factors is assessed within predetermined ranges to adjust the ACL totals calculated. Changes in the above factors are assessed no less than quarterly, and directly impact the total estimated credit losses recorded.

Loans that do not share risk characteristics are evaluated on an individual basis. Such loans evaluated individually are not also included in the collective evaluation. The amount of expected credit loss is measured based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the underlying collateral less applicable selling costs. When management determines that foreclosure is probable, the amount of credit loss is determined using the fair value of collateral, less costs to sell.

Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed, while recoveries of amounts previously charged-off are credited to the ACL. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged off. Approved releases from previously established ACL reserves authorized under our ACL methodology also reduce the ACL. Additions to the ACL are established through the provision for credit losses on loans, which is charged to expense.

The Company’s ACL methodology is intended to reflect all loan portfolio risk, but management recognizes the inability to accurately depict all future credit losses in a current ACL estimate, as the impact of various factors cannot be fully known. Accrued interest receivable on loans is excluded from the amortized cost basis of financing receivables for the purpose of determining the allowance for credit losses.

ACL on Unfunded Loan Commitments

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk by a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The ACL related to off-balance sheet credit exposures, which is within other liabilities on the Company’s Consolidated Balance Sheets, is estimated at each balance sheet date under the CECL model, and is adjusted as determined necessary through the provision for credit losses on the income statement. The estimate for ACL on unfunded loan commitments 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.

Premises and Equipment – Premises, furniture, equipment, and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation expense is determined by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the life of the asset or the lease term including anticipated renewals. Rates of depreciation are generally based on the following useful lives: buildings,25 to 40 years; building improvements,3 to 15 years or longer under limited circumstances; and furniture and equipment,3 to 10 years. Fixed Assets Held for Sale totaling $1.4 million are reported within other assets in the Consolidated Balance Sheets. Gains and losses on dispositions are included in other noninterest expense in the Consolidated Statements of Income. Maintenance and repairs are charged to operating expenses as incurred, while improvements that conform to definitions of tangible property improvements are capitalized and depreciated over the estimated remaining life.

Whenever events or changes in circumstances dictate, the Company tests its long-lived assets for impairment by determining whether the sum of the estimated undiscounted future cash flows attributable to a long-lived asset or asset group is less than the carrying value of the long-lived asset or asset group through a probability-weighted approach. In the event the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its fair value.

All of the Company’s leases are classified as operating leases at inception. The Company leases certain branch locations and equipment; leased equipment is primarily Automated Teller Machines (ATMs). The Company records leases on the balance sheet in the form of a lease liability at the present value of future minimum payments under the terms of the lease and as a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset if it should arise. The discount rate used in determining the lease liability is based on the incremental borrowing rates the Company could obtain for similar loans as of the date of the commencement or renewal. The Company does not record short-term leases with an initial lease term of one year or less on the Consolidated Balance Sheets.

At lease inception, the Company determines the lease term by considering the noncancelable lease term and all option renewal periods the Company deems reasonably certain to renew. The lease term is also used to calculate the straight-line basis. Leasehold improvements are amortized over the shorter of the useful life or the estimated lease term.

Operating lease expense consists of a single lease cost allocated over the remaining lease term on a straight-line basis, and any impairment of the right-of-use asset. Lease expense is included in occupancy, furniture, and equipment on the Company’s Consolidated Statements of Income. The Company’s variable lease expense includes items such as common area maintenance, utilities, parking, and property taxes, which are reported within occupancy, furniture, and equipment on the Consolidated Statements of Income.

Other Real Estate Owned (“OREO”) – Real estate assets acquired in settlement of loans are recorded at the fair value of the property when acquired, less estimated costs to sell, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Any deficiency between the net book value and fair value at the foreclosure or deed in lieu date is charged to the ACL. Any reduction in OREO carrying value within 90 days of transfer to OREO would be charged to the ACL. If the fair value of the property when acquired, less estimated costs to sell, is greater than the net book value of the loan, a gain on transfer is recorded. If a determination is made more than 90 days after the transfer to OREO that the fair value for the OREO property has declined, an OREO valuation allowance is established for the decrease between the recorded value and the updated fair value less costs to sell. Such declines are included in other noninterest expense in the Consolidated Statements of Income. A subsequent reversal of an OREO valuation adjustment can occur, but the resultant carrying value cannot exceed the cost basis established at transfer of the loan to OREO. Operating costs after acquisition are also expensed.

Mortgage Servicing Rights (“MSRs”) – The Bank is also involved in the business of servicing mortgage loans. Servicing activities include collecting principal, interest, and escrow payments from borrowers, making tax and insurance payments on behalf of the borrowers, monitoring delinquencies, executing foreclosure proceedings, and accounting for and remitting principal and interest payments to the investors. MSRs represent the right to a stream of cash flows and an obligation to perform specified residential mortgage servicing activities.

Mortgage loans that the Company is servicing for others aggregated to $709.1 million and $737.2 million at December 31, 2024, and 2023, respectively. Mortgage loans that the Company is servicing for others are not included in the Consolidated Balance Sheets. Fees received in connection with servicing loans for others are recognized as earned. Loan servicing costs are charged to expense as incurred.

Servicing rights are recognized separately as assets when they are acquired through sales of loans and servicing rights are retained. Servicing rights are initially recorded at fair value with the effect recorded in net gains on sales of mortgage loans in the Consolidated Statements of Income. Fair value is based on market prices for comparable mortgage servicing 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 fee income, which is included in the Consolidated Statements of Income as mortgage servicing income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned.

Under the fair value measurement method, the Company measures mortgage servicing rights at fair value at each reporting date, reports changes in fair value of servicing assets in earnings in the period in which the changes occur, and includes these changes in MSRs mark to market values in the Consolidated Statements of Income. The fair values of MSRs are subject to significant fluctuations as a result of interest rates, changes in estimated and actual prepayment speeds and default rates and losses.

Transfers of Financial Assets*–*The Company accounts for transfers and servicing of financial assets in accordance with FASB ASC 860, Transfers and Servicing. Transfers of financial assets are accounted for as sales only 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 from conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Transfers of a portion of a loan must meet the criteria of a participating interest. If it does not meet the criteria of a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, and the loan holders must have no recourse to the transferor other than standard representations and warranties and no loan holder has the right to pledge or exchange the entire loan.

The Company sells financial assets in the normal course of business, the majority of which are related to residential mortgage loan sales through established programs, and commercial loan sales through participation agreements. In accordance with accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. With the exception of servicing and certain performance-based guarantees, the Company’s continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses.

When the Company sells financial assets, it may retain servicing rights and/or other interests in the financial assets. The gain or loss on sale depends on the previous carrying amount of the transferred financial assets, the servicing right recognized, the consideration received, and any liabilities incurred in exchange for the transferred assets. Upon transfer, any servicing assets and other interests held by the Company are carried at the lower of cost or fair value, with the exception of mortgage servicing rights related to sales of residential mortgage loans, which are carried at fair value.

Bank-Owned Life Insurance (“BOLI”) – BOLI represents life insurance policies on the lives of certain Company employees (both current and former) for which the Company is the sole owner and beneficiary. These policies are recorded as an asset on the Consolidated Balance Sheets at their cash surrender value (“CSV”) or the amount that could be realized upon immediate liquidation. The change in CSV is recorded as an increase in cash surrender value of BOLI in the Consolidated Statements of Income in noninterest income. In addition, insurance proceeds received, net of the original premium investment, are recorded as death benefit realized on BOLI in the Consolidated Statements of Income in noninterest income.

Goodwill and Core Deposit Intangible – Goodwill is the excess of an acquisition’s purchase price over the fair value of identified net assets acquired in an acquisition and is evaluated at least annually for impairment. The Company performs its annual evaluation for goodwill impairment at November 30 each year and may elect to perform a quantitative or qualitative analysis or first conduct a qualitative analysis to determine if a quantitative analysis is necessary. In addition, the Company evaluates goodwill impairment on an interim basis if events or changes in circumstances indicate the asset might be impaired. The factors reviewed by the Company when completing a qualitative analysis include, but are not limited to, macroeconomic data, industry specific data, current market conditions, and the Company’s overall financial performance.

The Company performed a qualitative assessment of goodwill as of November 30, 2024 which resulted in the fair value of the Company exceeding the carrying value; therefore, it was determined goodwill was not impaired at December 31, 2024. On November 30, 2023, the Company performed a qualitative assessment of goodwill from which we concluded it was more likely than not that goodwill was not impaired as of December 31, 2023. A quantitative assessment is performed every third year as a matter of periodic practice rather than as a response to a qualitative assessment or triggering event.

The core deposit intangible (“CDI”) is being amortized on an accelerated method over aten year estimated useful life. As of December 31, 2024, CDI totaled $22.0 million compared to $11.2 million at December 31, 2023. The total CDI amount reflects the transaction with First Merchants Bank in 2024, the acquisition of West Suburban in 2021 as well as ABC Bank in 2018, and the Talmer Bank branch purchase in 2016. Total CDI amortization expense of $2.4 million, $2.5 million, and $2.6 million was recorded in 2024, 2023, and 2022, respectively. The expected future annual amortization expense for each of the next five years (2025-2029) is approximately $4.1 million, $3.7 million, $3.3 million, $2.9 million, and $2.6 million, respectively.

**Debt Issuance Costs –**Costs associated with the issuance of debt are presented in the Consolidated Balance Sheets as a direct reduction from the carrying value of that debt liability. The deferred issuance costs are amortized over the life of the related debt instrument, and included within the debt’s interest expense.

**Loss Contingencies –**Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

Noninterest Income– The Company recognizes revenue when the performance obligations related to the transfer of goods or services are satisfied. Certain obligations are satisfied at one point in time, while other obligations may be satisfied over a period of time. Revenues are segregated based on the nature of the product or service offered. Wealth management fees, service charges on deposits and card related income are included as components of noninterest income in the Consolidated Statements of Income.

Wealth management – includes fees generated from personal, commercial and institutional clients. The Company also provides asset management services, cash management services and income tax reporting. Revenue is recognized over the period of time in which these services are performed.

Service charges on deposits– includes fees and income received by the Company for performing various services, such as deposit account maintenance fees, overdraft coverage and processing fees, stop payment charges, and other deposit account related services. Revenue is recognized based on the service agreement in place, and is recorded when the service is provided to the customer. This item is net of any service charge refunds or return charge refunds.

Card related income– includes interchange fees earned on debit cards and credit cards, ATM/ITM related fee income, and gift card related income. Annual fees and interest income on card-related products are recognized within interest income in accordance with ASC 310. The Company recognizes card related income when the cardholder’s transaction with the merchant or ATM/ITM occurs, thus satisfying the performance obligation. Card related expenses, such as disbursements to the payment network, reward program costs, and other operational costs are carried within card related expense, as a component of noninterest expense, on the Consolidated Statements of Income.

Advertising Costs – All advertising costs incurred by the Company are expensed in the period in which they are incurred.

Equity Incentive Plan – Compensation cost is recognized for stock options and restricted stock awards issued to employees based upon the fair value of the awards at the date of grant. A binomial model is utilized to estimate the fair value of stock options, which utilizes assumptions for expected volatilities based on the previous five-year historical volatilities of the Company's common stock. Historical data is used to estimate option exercise rates and post-vesting termination behavior, and the risk-free interest rate for the expected term of the option is based on the Treasury yield curve in effect at the time of grant. The market price of the Company’s common stock at the date of grant is used for restricted stock awards, which include restricted stock units. Compensation cost is recognized over the required service period, generally defined as the vesting period, and is net of a 5% forfeiture assumption for group grants. Upon vesting, compensation costs for the award expense is trued up based on actual forfeitures incurred. Once the award is settled, the Company would determine whether the cumulative tax deduction exceeded the cumulative compensation cost recognized in the Consolidated Statements of Income. The cumulative tax deduction would include both the deductions from the dividends and the deduction from the exercise or vesting of the award. If the tax benefit received from the cumulative deductions exceeds the tax effect of the recognized cumulative compensation cost, the excess would be recognized as a credit to income tax expense.

Income Taxes – The Company files income tax returns in the U.S. federal jurisdiction, and in the states of Illinois, Arizona, California, Florida, Indiana, Michigan, New Hampshire, Ohio, Pennsylvania, Tennessee, Texas, and Wisconsin. The provision for income taxes is based on income in the consolidated financial statements, rather than amounts reported on the Company’s income tax return. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Any change in tax rates will be recorded in the period in which the law is enacted.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled.

As of December 31, 2024 and 2023, the Company evaluated tax positions taken for filings with the Internal Revenue Service and all state jurisdictions in which it operates. The Company believes that income tax filing positions will be sustained under examination and does not anticipate any adjustments that would result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Accordingly, the Company has not recorded any material reserves or related accruals for interest and penalties for uncertain tax positions at December 31, 2024 and 2023. The Company is no longer subject to examination by the Internal Revenue Service for tax years prior to 2021. State statutes vary, but generally, the Company is no longer subject to state tax examinations for tax years ended prior to 2020.

Earnings Per Common Share (“EPS”) – Basic EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding plus the number of additional common shares that would have been outstanding if the dilutive potential shares had been issued. The Company’s potential common shares represent shares issuable under its long-term incentive compensation plans.

Treasury Stock – Treasury stock acquired is recorded at cost and is carried as a reduction of stockholders’ equity in the Consolidated Balance Sheets. Treasury stock issued is valued based on the “last in, first out” inventory method. The difference between the consideration received upon issuance and the carrying value is charged or credited to additional paid-in capital.

Mortgage Banking Derivatives – As part of the ongoing residential mortgage business, the Company enters into mortgage banking derivatives such as forward contracts and interest rate lock commitments. The derivatives and loans held-for-sale are carried at fair value with the changes in fair value recorded in current earnings. The net gain or loss on mortgage banking derivatives is included in net gains on sales of loans in the Consolidated Statements of Income**.**

Derivative Financial Instruments – The Company occasionally enters into derivative financial instruments as part of its interest rate risk management strategies. These derivative financial instruments consist primarily of interest rate swaps. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and whether the Company has elected to designate a derivative as a hedging relationship and apply hedge accounting. A further consideration involves a determination on whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

If it is determined that the derivative instrument is not highly effective as a hedge, hedge accounting is discontinued, and the adjustment to fair value of the derivative instrument is recorded in earnings. For a derivative used to hedge changes in cash flows associated with forecasted transactions, the gain or loss on the effective portion of the derivative is deferred and reported as a component of accumulated other comprehensive income, which is a component of stockholders’ equity, until such time the hedged transaction affects earnings. For derivative instruments not accounted for as hedges, changes in fair value are recognized in noninterest income/expense. Counterparty risk with loan customers is managed through loan covenant agreements and, as such, does not have a significant impact on the fair value of the swaps. Counterparty risk with other banks is managed through bilateral collateralization agreements. Deferred gains and losses from derivatives not accounted for as hedges and that are terminated are amortized over the shorter of the original remaining term of the derivative or the remaining life of the underlying asset or liability.

Comprehensive Income – Comprehensive income is the total of reported earnings for all other revenues, expenses, gains, and losses that are not reported in earnings under GAAP. The Company includes the following items, net of tax, in other comprehensive income in the Consolidated Statements of Comprehensive Income (Loss): (i) changes in unrealized gains or losses on securities available-for-sale, and (ii) the effective portion of a derivative used to hedge cash flows.

Recent Accounting Pronouncements – The following is a summary of recent accounting pronouncements that have impacted or could potentially affect the Company**:**

ASU 2023-06 – On October 9, 2023, the FASB issued ASU 2023-06 “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. The amendments in the ASU modify the disclosure or presentation requirements of a variety of topics in the codification. Certain of the amendments represent clarifications to, or technical corrections of, the current requirements. Each amendment in the ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The amendments in this ASU are not expected to have a material impact on the financial statements of the Company.

ASU 2023-09 – On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis the following information about income taxes paid: (1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and (2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information: (1) Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (2) Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt this ASU for the reporting period beginning January 1, 2025, and does not expect the amendments to have a material impact to the financial statements of the Company.

ASU 2024-01 – On March 21, 2024, the FASB issued ASU 2024-01 “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards”, which clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and, therefore is within the scope of other guidance. ASU 2024-01 provides an illustrative example with multiple fact patterns and also amends certain language in the “Scope” and “Scope Exceptions” sections of Topic 718 to improve its clarity and operability without changing the guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 was effective January 1, 2025, including interim periods, and is not expected to have a material impact on the financial statements of the Company.

ASU 2024-02 – On March 29, 2024, the FASB issued ASU 2024-02 “Codification Improvements – Amendments to Remove References to the Concepts Statements”, which amends the codification to remove references to various concept statements and impacts a variety of topics in the codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities. ASU 2024-02 was effective January 1, 2025, and is not expected to have a material impact the financial statements of the Company.

ASU 2024-03 – On November 4, 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This ASU requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Specifically, they will be required to: (1) Disclose the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. (2) Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. (3) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and is not expected to have a material impact on the financial statements of the Company.

Subsequent Events

On January 21, 2025, the Company’s Board of Directors declared a cash dividend of$0.06 per share payable on February 10, 2025, to stockholders of record as of January 31, 2025.

On February 24, 2025, Old Second and Bancorp Financial, Inc. (“Bancorp Financial”) entered into an Agreement and Plan of Merger (the “merger agreement”). The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Bancorp Financial will merge with and into Old Second, with Old Second continuing as the surviving entity (the “merger”). Immediately following the merger, Evergreen Bank Group (“Evergreen Bank”), an Illinois state-chartered bank and wholly-owned subsidiary of Bancorp Financial, will merge with and into Old Second National Bank, a national banking association and wholly-owned subsidiary of Old Second, with Old Second National Bank continuing as the surviving bank (the “bank merger”).

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each Bancorp Financial stockholder will receive 2.5814 shares of Old Second common stock and $15.93 in cash for each share of Bancorp Financial common stock owned by the stockholder. Holders of Bancorp Financial common stock, subject to certain exceptions, will also be entitled to receive cash in lieu of fractional shares of Old Second common stock.

The parties to the merger expect to complete the merger in the third quarter of 2025, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and the approval of the merger agreement by the Bancorp Financial stockholders.

Note 2: Acquisition

On December 6, 2024, the Company completed its purchase offive Illinois branch locations in the southeast Chicago metropolitan statistical area from First Merchants Bank, the wholly owned subsidiary of First Merchants Corporation. This acquisition brought increased scale as the Company expanded its current branch network in the Chicago market. At closing, the Company recorded $24.8 million of assets, including $7.1 million of loans and $3.9 million of premises and equipment, and $268.0 million of deposits, net of fair value adjustments.

The Company recorded the estimate of fair value based on initial valuations available at December 6, 2024. Estimated fair values are subject to adjustment for up toone year after December 6, 2024. Based on current valuations, $13.3 million of core deposit intangible was recorded. Goodwill of $6.8 million was ultimately recorded from the branch purchase transaction. None of the $6.8 million of goodwill recorded is expected to be deductible for income tax purposes.

The following table provides the purchase price allocation as of the December 6, 2024 branch purchase transaction with First Merchants Bank, including the assets acquired and liabilities assumed at their estimated fair values as of that date, as recorded by the Company.

​​​​
First Merchants Transaction Summary
As of Date of Transaction
​​​​
​ · ​ · December 6, 2024
Assets​​​
Cash and due from banks​$419
Loans, net of purchase accounting adjustments​​7,149
Premises and equipment​​3,934
Core deposit intangible​​13,254
Other assets​​19
Total assets​$24,775
​​​​
Liabilities​​​
Noninterest bearing demand​$26,497
Savings, NOW and money market​​157,126
Time​​84,373
Total deposits​​267,996
Other liabilities​​585
Total liabilities​​268,581
​​​​
Cash consideration received​​(237,023)
Total liabilities assumed and cash consideration received for transaction​$31,558
Goodwill​$6,783

Expenses related to the First Merchants Bank branch transaction totaled $1.9 million during the year ended December 31, 2024, and are reported within noninterest expense based on the line items impacted, which are primarily salaries and employee benefits, occupancy, furniture and equipment, computer and data processing, legal fees, and other expense in the Consolidated Statements of Income.

All acquired loans are considered non-PCD as none of the loans met the definition of a purchase credit deteriorated loan.

Note 3: Cash and Due from Banks

Total cash and cash equivalents were $99.3 million and $100.1 million at December 31, 2024 and 2023, respectively.

The nature of the Company’s business requires that it maintain amounts with other banks and federal funds which, at times, may exceed federally insured limits. Management monitors these correspondent relationships, and the Company has not experienced any losses in such accounts.

Note 4: Securities

The following table summarizes the amortized cost and fair value of the securities portfolio at December 31, 2024 and 2023 and the corresponding amounts of gross unrealized gains and losses were as follows:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
December 31, 2024 · Cost1 · Gains · Losses · ​ · Value
Securities available-for-sale · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
U.S. Treasury​$193,902​$700​$(459)​$194,143
U.S. government agencies​​39,202​​-​​(1,388)​​37,814
U.S. government agencies mortgage-backed​​112,241​​-​​(11,964)​​100,277
States and political subdivisions​​226,969​​264​​(11,777)​​215,456
Collateralized mortgage obligations​​411,170​​647​​(43,201)​​368,616
Asset-backed securities​​64,215​​69​​(1,981)​​62,303
Collateralized loan obligations​​182,629​​472​​(9)​​183,092
Total securities available-for-sale​$1,230,328​$2,152​$(70,779)​$1,161,701
​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
December 31, 2023 · Cost1 · Gains · Losses · ​ · Value
Securities available-for-sale​​​​​​​​​​​​
U.S. Treasury​$174,602​$-​$(5,028)​$169,574
U.S. government agencies​​60,011​​-​​(3,052)​​56,959
U.S. government agencies mortgage-backed​​118,492​​-​​(12,122)​​106,370
States and political subdivisions​​236,072​​1,325​​(10,332)​​227,065
Collateralized mortgage obligations​​442,987​​421​​(50,864)​​392,544
Asset-backed securities​​71,616​​42​​(3,222)​​68,436
Collateralized loan obligations​​173,201​​30​​(1,350)​​171,881
Total securities available-for-sale​$1,276,981​$1,818​$(85,970)​$1,192,829
​​​​​​​​​​​​​

1* Excludes interest receivable of**$7.1** million and**$6.6** million at December 31, 2024 and December 31, 2023, respectively, that is recorded in other assets on the Consolidated Balance Sheets.*

FHLBC stock was $4.5 million and $18.5 million at December 31, 2024 and December 31, 2023, respectively. FRBC stock was $14.9 million at December 31, 2024 and December 31, 2023. Our FHLBC stock is necessary to maintain access to FHLBC advances.

Securities valued at $717.5 million as of December 31, 2024, were pledged to secure deposits and borrowings, and for other purposes, a decrease from $810.2 million at year-end 2023.

The fair value, amortized cost and weighted average yield of debt securities at December 31, 2024 by contractual maturity, were as follows in the table below. Securities not due at a single maturity date are shown separately.

​​​​​​​​​​​
​​​​​Weighted​​​​​
​ · ​ · Amortized · ​ · Average · ​ · ​ · Fair · ​
Securities available-for-sale · Cost · Yield · ​ · Value
Due in one year or less​$94,725​2.94%​$94,598​
Due after one year through five years​​154,689​3.64​​​153,679​
Due after five years through ten years​​100,601​2.91​​​94,215​
Due after ten years​​110,058​3.20​​​104,921​
​​​460,073​3.23​​​447,413​
Mortgage-backed and collateralized mortgage obligations​​523,411​2.57​​​468,893​
Asset-backed securities​​64,215​3.70​​​62,303​
Collateralized loan obligations​​182,629​6.08​​​183,092​
Total securities available-for-sale​$1,230,328​3.40%​$1,161,701​

As of December 31, 2024, the Company hasno securities issued fromone originator, other than the U.S. Government and its agencies, that individually amounted to over 10% of the Company’s stockholders equity.

Securities with unrealized losses withno corresponding allowance for credit losses at December 31, 2024 and 2023 aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands except for number of securities):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · Less than 12 months · ​ · 12 months or more · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 31, 2024 · ​ · in an unrealized loss position · ​ · in an unrealized loss position · ​ · Total
​ · ​ · Number of · ​ · Unrealized · ​ · Fair · ​ · Number of · ​ · Unrealized · ​ · Fair · ​ · Number of · ​ · Unrealized · ​ · Fair
Securities available-for-sale · Securities · Losses · Value · Securities · Losses · Value · Securities · Losses · Value
U.S. Treasuries​4​$72​$49,788​1​$387​$49,547​5​$459​$99,335
U.S. government agencies​-​​-​​-​8​​1,388​​37,814​8​​1,388​​37,814
U.S. government agencies mortgage-backed​1​​447​​10,296​128​​11,517​​89,981​129​​11,964​​100,277
States and political subdivisions​31​​455​​85,457​27​​11,322​​111,308​58​​11,777​​196,765
Collateralized mortgage obligations​3​​24​​5,107​139​​43,177​​328,708​142​​43,201​​333,815
Asset-backed securities​2​​4​​1,068​13​​1,977​​50,198​15​​1,981​​51,266
Collateralized loan obligations​4​​8​​31,440​1​​1​​227​5​​9​​31,667
Total securities available-for-sale​45​$1,010​$183,156​317​$69,769​$667,783​362​$70,779​$850,939
​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · Less than 12 months · ​ · 12 months or more · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 31, 2023 · ​ · in an unrealized loss position · ​ · in an unrealized loss position · ​ · Total
​ · ​ · Number of · ​ · Unrealized · ​ · ​ · Fair · ​ · Number of · ​ · Unrealized · ​ · ​ · Fair · ​ · Number of · ​ · Unrealized · ​ · ​ · Fair
Securities available-for-sale · Securities · Losses · ​ · Value · Securities · Losses · ​ · Value · Securities · Losses · ​ · Value
U.S. Treasuries​-​$-​$-​4​$5,028​$169,574​4​$5,028​$169,574
U.S. government agencies​-​​-​​-​9​​3,052​​56,959​9​​3,052​​56,959
U.S. government agencies mortgage-backed​-​​-​​-​128​​12,122​​106,370​128​​12,122​​106,370
States and political subdivisions​12​​137​​27,974​25​​10,195​​106,138​37​​10,332​​134,112
Collateralized mortgage obligations​2​​8​​734​143​​50,856​​376,236​145​​50,864​​376,970
Asset-backed securities​-​​-​​-​19​​3,222​​63,941​19​​3,222​​63,941
Collateralized loan obligations​-​​-​​-​25​​1,350​​150,902​25​​1,350​​150,902
Total securities available-for-sale​14​$145​$28,708​353​$85,825​$1,030,120​367​$85,970​$1,058,828
​​​​​​​​​​​​​​​​​​​​​​​​​

Available-for-sale debt securities in unrealized loss positions are evaluated for allowance related to credit losses at least quarterly. The analysis consists of screening all securities to determine if the bonds have market value loss exceeding 5% of book value and if that loss exceeds$200,000. Two other aspects of each security are assessed. The first is whether a security carries a government guarantee. If the security is backed by a 100% U.S. Government or U.S. Agency guarantee, then no allowance for credit loss would be considered necessary, since ultimately principal and interest of the investment would be paid. For securities that carried a U.S. Government guarantee of less than 100%, an allowance for credit loss analysis is performed. In the case of a partial government guarantee, the loss amount is assumed to be the percentage not guaranteed multiplied by the gain or loss on the position. In addition, a calculation is performed to estimate the amount of value change attributable to movements in interest rates. If the devaluation of a security is due to rate changes, then no allowance would be considered necessary. However, if a payment collected on a particular bond is less than the expected amount, individual credit analysis is conducted on that position. Furthermore, for positions whose market valuations are not directly attributable to movements in interest rates, even if all scheduled payments have been received, credit analysis is performed on each position.

The following table presents net realized gains (losses) on securities available-for-sale for the years ended:

​​​​​​​​​​​
​ · ​ · Year Ended · ​
​ · ​ · December 31, · ​
Securities available-for-sale · 2024 · 2023 · 2022 · ​
Proceeds from sales of securities​$5,331​$205,738​$30,981​
Gross realized gains on securities​1​-​-​
Gross realized losses on securities​(1)​(4,148)​(944)​
Net realized losses​$—​$(4,148)​$(944)​
Income tax benefit on net realized losses​$—​$1,117​$265​
Effective tax rate applied​​N/M%​26.9%​28.1%

N/M – Not Meaningful

Note 5: Loans and Allowance for Credit Losses on Loans

The composition of loans by portfolio segment as of December 31, were as follows:

​​​​​​​
​ · December 31, 2024 · December 31, 2023
Commercial​$800,476​$841,697
Leases​​491,748​​398,223
Commercial real estate – investor​​1,078,829​​1,034,424
Commercial real estate – owner occupied​​683,283​​796,538
Construction​​201,716​​165,380
Residential real estate – investor​​49,598​​52,595
Residential real estate – owner occupied​​206,949​​226,248
Multifamily​​351,325​​401,696
HELOC​​103,388​​103,237
Other 1​​14,024​​22,915
Total loans​​3,981,336​​4,042,953
Allowance for credit losses on loans​​(43,619)​​(44,264)
Net loans 2​$3,937,717​$3,998,689

1 Unless otherwise noted, the “Other” segment includes consumer loans and overdrafts in this table and in subsequent tables within Note 5 - Loans and Allowance for Credit Losses on Loans.

2* Excludes accrued interest receivable of**$17.5** million and**$20.5** million at December 31, 2024 and December 31, 2023, respectively, which is recorded in other assets on the Consolidated Balance Sheets.*

The methodologies used for calculating the ACL on each loan segment include (i) a migration analysis for commercial, CRE owner occupied, CRE investor, and multifamily segments; (ii) a static pool analysis for lease financing receivables, construction, residential investor, residential owner occupied and the HELOC segments; and (iii) a WARM (weighted average remaining maturity) methodology is used for consumer segments. The forecast period used for each segment calculation was one year, with an immediate reversion to historical loss rates following this one year period. The economic factors management has selected include the civilian unemployment rate and real gross domestic product supplemented with local unemployment factors. These factors are evaluated and updated quarterly. Additionally, management uses qualitative adjustments to the loss estimates in certain cases as determined necessary. These qualitative adjustments are applied by pooled loan segment and have been made for both increased and decreased risk due to loan quality trends, collateral risk, or other risks management determines are not adequately captured in loss estimation. Loans that do not share risk characteristics are evaluated on an individual basis and excluded from the pooled loan evaluation. The amount of expected loss for loans analyzed individually is determined by discounted cash flow or the fair value of the underlying collateral less applicable costs to sell.

It is the policy of the Company to review each prospective credit prior to making a loan in order to determine if an adequate level of security or collateral has been obtained. The type of collateral, when required, will vary from liquid assets to real estate. The Company’s access to collateral, in the event of borrower default, is assured through adherence to lending laws, the Company’s lending standards and credit monitoring procedures. Although the Bank makes loans primarily within its market area, there are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector. The real estate related categories above represent 67.2% and 68.8% of the portfolio at December 31, 2024 and December 31, 2023, respectively, and include a mix of owner and non-owner occupied commercial real estate, residential, construction and multifamily loans.

The following tables represent the activity in the ACL for loans for the years ended December 31, 2024, 2023 and 2022:

​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​
​ · ​ · Beginning · ​ · Provision for · ​ · ​ · ​ · ​ · ​ · Ending
​ · ​ · Balance · ​ · (Release of) · ​ · ​ · ​ · ​ · ​ · Balance
Allowance for credit lossesJanuary 1, 2024Credit LossesCharge-offsRecoveriesDecember 31, 2024
​​​​​​​​​​​​​​​​
Commercial​$3,998​$12,352​$8,686​$149​$7,813
Leases​​2,952​​(770)​​149​​103​​2,136
Commercial real estate – investor​​17,105​​1,594​​4,596​​425​​14,528
Commercial real estate – owner occupied​​12,280​​(997)​​5,154​​3,907​​10,036
Construction​​1,038​​2,543​​-​​-​​3,581
Residential real estate – investor​​669​​(141)​​-​​25​​553
Residential real estate – owner occupied​​1,821​​(106)​​242​​36​​1,509
Multifamily​​2,728​​(852)​​-​​-​​1,876
HELOC​​1,656​​(169)​​-​​91​​1,578
Other​​17​​130​​284​​146​​9
Total​$44,264​$13,584​$19,111​$4,882​$43,619
​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​
​ · ​ · Beginning · ​ · Provision for · ​ · ​ · ​ · ​ · ​ · ​ · Ending
Allowance for credit losses · ​ · Balance · ​ · (Release of) · ​ · ​ · ​ · ​ · ​ · ​ · Balance
​ · January 1, 2023 · Credit Losses · Charge-offs · Recoveries · ​ · December 31, 2023
​​​​​​​​​​​​​​​​
Commercial​$11,968​$(7,717)​$885​$632​$3,998
Leases​​2,865​​850​​882​​119​​2,952
Commercial real estate – investor​​10,674​​18,170​​11,816​​77​​17,105
Commercial real estate – owner occupied​​15,001​​7,941​​10,691​​29​​12,280
Construction​​1,546​​(608)​​-​​100​​1,038
Residential real estate – investor​​768​​(129)​​-​​30​​669
Residential real estate – owner occupied​​2,046​​(304)​​-​​79​​1,821
Multifamily​​2,453​​275​​-​​-​​2,728
HELOC​​1,806​​(255)​​-​​105​​1,656
Other​​353​​(137)​​368​​169​​17
Total​$49,480​$18,086​$24,642​$1,340​$44,264
​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​
​ · ​ · Beginning · ​ · Provision for · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Ending
Allowance for credit losses · ​ · Balance · ​ · (Release of) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Balance
​ · January 1, 2022 · Credit Losses · ​ · Charge-offs · ​ · Recoveries · ​ · December 31, 2022
​​​​​​​​​​​​​​​​
Commercial​$11,751​$273​$151​$95​$11,968
Leases​​3,480​​(246)​​371​​2​​2,865
Commercial real estate – investor​​10,795​​1,199​​1,401​​81​​10,674
Commercial real estate – owner occupied​​4,913​​10,117​​133​​104​​15,001
Construction​​3,373​​(1,827)​​-​​-​​1,546
Residential real estate – investor​​760​​(22)​​-​​30​​768
Residential real estate – owner occupied​​2,832​​(1,010)​​2​​226​​2,046
Multifamily​​3,675​​(1,285)​​-​​63​​2,453
HELOC​​2,510​​(844)​​-​​140​​1,806
Other​​192​​395​​402​​168​​353
Total​$44,281​$6,750​$2,460​$909​$49,480

The following table presents the collateral dependent loans and the related ACL allocated by segment of loans as of December 31:

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Accounts · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ACL
December 31, 2024 · ​ · Real Estate · ​ · Receivable · ​ · Equipment · ​ · Other · ​ · Total · ​ · Allocation
Commercial​$-​$6,491​$-​$-​$6,491​$2,448
Leases​​-​​-​​-​​-​​-​​-
Commercial real estate – investor​​1,644​​-​​-​​-​​1,644​​-
Commercial real estate – owner occupied​​10,018​​-​​-​​-​​10,018​​3,951
Construction​​5,800​​-​​-​​-​​5,800​​792
Residential real estate – investor​​404​​-​​-​​-​​404​​-
Residential real estate – owner occupied​​1,056​​-​​-​​-​​1,056​​-
Multifamily​​836​​-​​-​​-​​836​​-
HELOC​​-​​-​​-​​-​​-​​-
Other​​-​​-​​-​​-​​-​​-
Total​$19,758​$6,491​$-​$-​$26,249​$7,191
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​Accounts​​​​​​​ACL
December 31, 2023​Real Estate​Receivable​Equipment​Other​Total​Allocation
Commercial​$837​$797​$-​$-​$1,634​$2
Leases​​-​​-​​321​​-​​321​​320
Commercial real estate – investor​​15,735​​-​​-​​-​​15,735​​3,656
Commercial real estate – owner occupied​​34,894​​-​​-​​-​​34,894​​3,900
Construction​​7,162​​-​​-​​-​​7,162​​-
Residential real estate – investor​​422​​-​​-​​-​​422​​-
Residential real estate – owner occupied​​1,506​​-​​-​​-​​1,506​​-
Multifamily​​1,402​​-​​-​​-​​1,402​​-
HELOC​​39​​-​​-​​-​​39​​-
Other​​-​​-​​-​​-​​-​​-
Total​$61,997​$797​$321​$-​$63,115​$7,878
​​​​​​​​​​​​​​​​​​​

Aged analysis of past due loans by class of loans as of December 31, 2024 were as follows:

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 90 days or
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 90 Days or · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Greater Past
​ · ​ · 30-59 Days · ​ · 60-89 Days · ​ · Greater Past · ​ · Total Past · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Due and
December 31, 2024 · ​ · Past Due · Past Due · Due · Due · Current · Total Loans · Accruing
Commercial​$219​$95​$6,963​$7,277​$793,199​$800,476​$1,397
Leases​​1,438​​372​​352​​2,162​​489,586​​491,748​​-
Commercial real estate – investor​​2,021​​402​​-​​2,423​​1,076,406​​1,078,829​​-
Commercial real estate – owner occupied​​1,123​​2,479​​43​​3,645​​679,638​​683,283​​-
Construction​​-​​-​​5,799​​5,799​​195,917​​201,716​​-
Residential real estate – investor​​763​​-​​439​​1,202​​48,396​​49,598​​-
Residential real estate – owner occupied​​2,489​​90​​509​​3,088​​203,861​​206,949​​-
Multifamily​​-​​233​​1,040​​1,273​​350,052​​351,325​​-
HELOC​​109​​74​​202​​385​​103,003​​103,388​​39
Other​​13​​10​​-​​23​​14,001​​14,024​​-
Total​$8,175​$3,755​$15,347​$27,277​$3,954,059​$3,981,336​$1,436

Aged analysis of past due loans by class of loans as of December 31, 2023 were as follows:

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 90 days or
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 90 Days or · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Greater Past
​ · ​ · 30-59 Days · ​ · 60-89 Days · ​ · Greater Past · ​ · Total Past · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Due and
December 31, 2023 · ​ · Past Due · Past Due · Due · Due · Current · Total Loans · Accruing
Commercial​$982​$-​$1,228​$2,210​$839,487​$841,697​$1,155
Leases​​599​​-​​347​​946​​397,277​​398,223​​-
Commercial real estate – investor​​1,209​​-​​6,087​​7,296​​1,027,128​​1,034,424​​-
Commercial real estate – owner occupied​​2,103​​3,726​​15,645​​21,474​​775,064​​796,538​​-
Construction​​2,540​​307​​7,161​​10,008​​155,372​​165,380​​-
Residential real estate – investor​​540​​579​​168​​1,287​​51,308​​52,595​​-
Residential real estate – owner occupied​​553​​125​​1,944​​2,622​​223,626​​226,248​​-
Multifamily​​1,085​​-​​233​​1,318​​400,378​​401,696​​-
HELOC​​565​​1,396​​269​​2,230​​101,007​​103,237​​41
Other​​-​​1​​-​​1​​22,914​​22,915​​-
Total​$10,176​$6,134​$33,082​$49,392​$3,993,561​$4,042,953​$1,196

The following table presents all nonaccrual loans and loans on nonaccrual for which there was no related allowance for credit losses as of:

​​​​​​​​​​​​​
Nonaccrual loan detail · December 31, 2024 · With no ACL · ​ · December 31, 2023 · With no ACL
Commercial​$5,591​$497​$870​$870
Leases​​523​​523​​639​​318
Commercial real estate – investor​​1,981​​1,981​​16,572​​8,926
Commercial real estate – owner occupied​​10,604​​1,407​​34,946​​8,429
Construction​​5,800​​-​​7,162​​7,162
Residential real estate – investor​​1,158​​1,158​​1,331​​1,331
Residential real estate – owner occupied​​1,653​​1,653​​3,078​​3,078
Multifamily​​1,165​​1,165​​1,775​​1,775
HELOC​​366​​366​​1,210​​1,210
Other​​10​​10​​-​​-
Total​$28,851​$8,760​$67,583​$33,099

The Company recognized $815,000 and $1.9 million of interest on nonaccrual loans during the years ended December 31, 2024 and 2023, respectively. The amount of accrued interest reversed against interest income totaled $4.2 million and $1.3 million for the years ended December 31, 2024 and 2023, respectively.

Credit Quality Indicators:

The Company categorizes loans into credit risk categories based on current financial information, overall debt service coverage, comparison against industry averages, historical payment experience, and current economic trends. This analysis includes loans with outstanding balances or commitments greater than $50,000 and excludes homogeneous loans such as home equity lines of credit and residential mortgages. Loans with a classified risk rating are reviewed quarterly regardless of size or loan type. The Company uses the following definitions for classified risk ratings:

**Special Mention.**Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Credits that are not covered by the definitions above are pass credits, which are not considered to be adversely rated.

Credit quality indicators by class of loans as of December 31, 2024 were as follows in the vintage table below:

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​20242023202220212020PriorRevolvingLoansRevolvingLoansConvertedTo TermLoansTotal
Commercial​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$299,863​$176,549​$56,619​$18,679​$4,999​$6,527​$201,514​$1,279​$766,029
Special Mention​​3,864​​1,629​​127​​176​​-​​-​​3,903​​-​​9,699
Substandard​​-​​14​​4,169​​77​​-​​-​​19,102​​-​​23,362
Doubtful​​-​​-​​-​​1,386​​-​​-​​-​​-​​1,386
Total commercial​​303,727​​178,192​​60,915​​20,318​​4,999​​6,527​​224,519​​1,279​​800,476
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Leases​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​239,664​​151,372​$66,379​​24,546​​6,145​​2,298​​-​​-​​490,404
Special Mention​​-​​-​​821​​-​​-​​-​​-​​-​​821
Substandard​​-​​-​​523​​-​​-​​-​​-​​-​​523
Total leases​​239,664​​151,372​​67,723​​24,546​​6,145​​2,298​​-​​-​​491,748
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate – investor​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​243,983​​159,008​​305,506​​191,651​​90,245​​67,143​​6,804​​-​​1,064,340
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​335​​1,645​​-​​-​​-​​12,509​​-​​-​​14,489
Total commercial real estate – investor​​244,318​​160,653​​305,506​​191,651​​90,245​​79,652​​6,804​​-​​1,078,829
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate – owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​91,012​​114,255​​133,488​​121,652​​77,919​​82,820​​14,284​​-​​635,430
Special Mention​​-​​1,162​​7,908​​7,500​​3,033​​631​​-​​-​​20,234
Substandard​​-​​125​​1,168​​11,241​​9,897​​5,188​​-​​-​​27,619
Total commercial real estate – owner occupied​​91,012​​115,542​​142,564​​140,393​​90,849​​88,639​​14,284​​-​​683,283
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Construction​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​44,699​​27,928​​83,222​​17,747​​82​​1,081​​468​​-​​175,227
Special Mention​​-​​-​​6,794​​-​​-​​344​​-​​-​​7,138
Substandard​​-​​-​​19,351​​-​​-​​-​​-​​-​​19,351
Total construction​​44,699​​27,928​​109,367​​17,747​​82​​1,425​​468​​-​​201,716
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Residential real estate – investor​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​5,595​​3,833​​13,366​​8,060​​5,693​​9,813​​1,548​​-​​47,908
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​375​​532​​-​​783​​-​​-​​1,690
Total residential real estate – investor​​5,595​​3,833​​13,741​​8,592​​5,693​​10,596​​1,548​​-​​49,598
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Residential real estate – owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​11,609​​29,670​​35,786​​32,760​​22,996​​71,507​​770​​-​​205,098
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​151​​-​​1,700​​-​​-​​1,851
Total residential real estate – owner occupied​​11,609​​29,670​​35,786​​32,911​​22,996​​73,207​​770​​-​​206,949
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Multifamily​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​39,133​​68,781​​68,032​​100,049​​29,060​​44,735​​370​​-​​350,160
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​962​​-​​203​​-​​-​​-​​1,165
Total multifamily​​39,133​​68,781​​68,994​​100,049​​29,263​​44,735​​370​​-​​351,325
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
HELOC​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​2,602​​2,561​​2,118​​383​​1,383​​3,752​​90,042​​-​​102,841
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​39​​214​​294​​-​​547
Total HELOC​​2,602​​2,561​​2,118​​383​​1,422​​3,966​​90,336​​-​​103,388
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Other​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​6,521​​1,559​​1,438​​639​​92​​7​​3,758​​​​​14,014
Special Mention​​-​​-​​-​​-​​-​​-​​-​​​​​-
Substandard​​-​​5​​5​​-​​-​​-​​-​​​​​10
Total other​​6,521​​1,564​​1,443​​639​​92​​7​​3,758​​-​​14,024
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​984,681​​735,516​​765,954​​516,166​​238,614​​289,683​​319,558​​1,279​​3,851,451
Special Mention​​3,864​​2,791​​15,650​​7,676​​3,033​​975​​3,903​​-​​37,892
Substandard​​335​​1,789​​26,553​​12,001​​10,139​​20,394​​19,396​​-​​90,607
Doubtful​​-​​-​​-​​1,386​​-​​-​​-​​-​​1,386
Total loans​$988,880​$740,096​$808,157​$537,229​$251,786​$311,052​$342,857​$1,279​$3,981,336

Credit quality indicators by class of loans as of December 31, 2023 were as follows in the vintage table below:

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​20232022202120202019PriorRevolvingLoansRevolvingLoansConvertedTo TermLoansTotal
Commercial​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$318,569​$136,668​$35,901​$11,983​$18,390​$3,426​$298,931​$1,408​$825,276
Special Mention​​-​​2,737​​707​​171​​-​​-​​4,392​​-​​8,007
Substandard​​-​​2,099​​146​​-​​199​​-​​5,970​​-​​8,414
Total commercial​​318,569​​141,504​​36,754​​12,154​​18,589​​3,426​​309,293​​1,408​​841,697
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Leases​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​219,163​​113,074​$42,275​​14,663​​6,975​​1,255​​-​​-​​397,405
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​407​​203​​-​​208​​-​​-​​-​​818
Total leases​​219,163​​113,481​​42,478​​14,663​​7,183​​1,255​​-​​-​​398,223
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate – investor​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​159,654​​367,512​​218,084​​108,384​​54,322​​63,281​​8,122​​-​​979,359
Special Mention​​-​​-​​11,267​​-​​-​​-​​-​​-​​11,267
Substandard​​-​​-​​838​​5,327​​15,658​​9,648​​12,327​​-​​43,798
Total commercial real estate – investor​​159,654​​367,512​​230,189​​113,711​​69,980​​72,929​​20,449​​-​​1,034,424
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate – owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​124,059​​134,383​​177,553​​103,109​​42,839​​91,062​​33,243​​-​​706,248
Special Mention​​1,650​​17,415​​9,585​​3,128​​218​​3,681​​-​​-​​35,677
Substandard​​-​​14,630​​18,817​​4,571​​14,809​​1,786​​-​​-​​54,613
Total commercial real estate – owner occupied​​125,709​​166,428​​205,955​​110,808​​57,866​​96,529​​33,243​​-​​796,538
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Construction​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​42,808​​66,513​​32,942​​100​​1,593​​1,083​​3,186​​-​​148,225
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​9,993​​-​​7,162​​-​​-​​17,155
Total construction​​42,808​​66,513​​32,942​​10,093​​1,593​​8,245​​3,186​​-​​165,380
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Residential real estate – investor​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​5,062​​14,434​​9,027​​6,227​​6,508​​8,469​​1,471​​-​​51,198
Special Mention​​-​​-​​66​​-​​-​​-​​-​​-​​66
Substandard​​-​​390​​-​​-​​408​​533​​-​​-​​1,331
Total residential real estate – investor​​5,062​​14,824​​9,093​​6,227​​6,916​​9,002​​1,471​​-​​52,595
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Residential real estate – owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​32,574​​41,528​​40,335​​25,322​​14,233​​68,277​​763​​-​​223,032
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​191​​685​​2,340​​-​​-​​3,216
Total residential real estate – owner occupied​​32,574​​41,528​​40,335​​25,513​​14,918​​70,617​​763​​-​​226,248
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Multifamily​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​55,310​​79,060​​123,834​​72,539​​12,231​​40,825​​562​​-​​384,361
Special Mention​​-​​168​​13,425​​322​​1,645​​-​​-​​-​​15,560
Substandard​​-​​1,009​​-​​-​​-​​766​​-​​-​​1,775
Total multifamily​​55,310​​80,237​​137,259​​72,861​​13,876​​41,591​​562​​-​​401,696
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
HELOC​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​2,735​​2,679​​490​​1,757​​1,756​​2,995​​89,161​​-​​101,573
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​25​​1​​41​​24​​184​​1,389​​-​​1,664
Total HELOC​​2,735​​2,704​​491​​1,798​​1,780​​3,179​​90,550​​-​​103,237
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Other​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​4,060​​2,278​​1,569​​153​​85​​73​​14,697​​-​​22,915
Special Mention​​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​​-​​-​​-​​-​​-​​-​​-​​-​​-
Total other​​4,060​​2,278​​1,569​​153​​85​​73​​14,697​​-​​22,915
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​​963,994​​958,129​​682,010​​344,237​​158,932​​280,746​​450,136​​1,408​​3,839,592
Special Mention​​1,650​​20,320​​35,050​​3,621​​1,863​​3,681​​4,392​​-​​70,577
Substandard​​-​​18,560​​20,005​​20,123​​31,991​​22,419​​19,686​​-​​132,784
Total loans​$965,644​$997,009​$737,065​$367,981​$192,786​$306,846​$474,214​$1,408​$4,042,953

The gross charge-offs activity by loan type and year of origination for the year ended December 31, 2024 were as follows:

​​​​​​​​​​​​​​​​​​​​​​
December 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total
Commercial​$31​$7,205​$756​$670​$-​$24​$8,686
Leases​​-​​-​​96​​53​​-​​-​​149
Commercial real estate – investor​​-​​-​​4,128​​452​​16​​-​​4,596
Commercial real estate – owner occupied​​-​​​​​-​​5,135​​-​​19​​5,154
Construction​​-​​-​​-​​-​​-​​-​​-
Residential real estate – investor​​-​​-​​-​​-​​-​​-​​-
Residential real estate – owner occupied​​-​​-​​-​​-​​-​​242​​242
Multifamily​​-​​-​​-​​-​​-​​-​​-
HELOC​​-​​-​​-​​-​​-​​-​​-
Other​​5​​-​​-​​-​​-​​279​​284
Total​$36​$7,205​$4,980​$6,310​$16​$564​$19,111

The gross charge-offs activity by loan type and year of origination for the year ended December 31, 2023 were as follows:

​​​​​​​​​​​​​​​​​​​​​​
December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Total
Commercial​$-​$-​$466​$364​$-​$55​$885
Leases​​-​​870​​-​​-​​12​​-​​882
Commercial real estate – investor​​123​​8,352​​71​​3,270​​-​​-​​11,816
Commercial real estate – owner occupied​​-​​22​​178​​6,947​​3,512​​32​​10,691
Construction​​-​​-​​-​​-​​-​​-​​-
Residential real estate – investor​​-​​-​​-​​-​​-​​-​​-
Residential real estate – owner occupied​​-​​-​​-​​-​​-​​-​​-
Multifamily​​-​​-​​-​​-​​-​​-​​-
HELOC​​-​​-​​-​​-​​-​​-​​-
Other​​-​​3​​27​​6​​-​​332​​368
Total​$123​$9,247​$742​$10,587​$3,524​$419​$24,642

The Company had $469,000 and $170,000 in consumer mortgage loans in the process of foreclosure as of December 31, 2024 and December 31, 2023, respectively.

Fifteen loans, totaling $46.9 million in aggregate, were modified and experiencing financial difficulty during the year ended December 31, 2024. Eighteen loans, totaling $41.7 million in aggregate, were modified which were experiencing financial difficulty during the year ended December 31, 2023. None of the loans modified while experiencing financial difficulty are in payment default as of December 31, 2024, and there were three loans past due while experiencing financial difficulty for a total of $2.0 million as of December 31, 2023.

The following tables presents the amortized costs basis of loans at December 31, 2024 and December 31, 2023 that were both experiencing financial difficulty and modified during the years ended December 31, 2024 and December 31, 2023 by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to amortized costs basis of each class of financing receivable is also presented below.

​​​​​​​​​​​​​​​​​​
December 31, 2024 · ​ · Term Extension · ​ · Combination - Term Extension, Interest Rate, and Payment Delay · ​ · Combination - Term Extension and Interest Rate · ​ · Combination - Term Extension and Payment 1 · ​ · Total Modifications · ​ · Total Class of Financing Receivable
Commercial​$3,385​$3,794​$-​$-​$7,179​0.9%
Commercial real estate – investor​​12,509​​-​​-​​-​​12,509​1.2%
Commercial real estate – owner occupied​​22,210​​415​​3,206​​209​​26,040​3.8%
Residential real estate – owner occupied​​-​​-​​-​​-​​-​0.0%
Multifamily​​-​​1,197​​-​​-​​1,197​0.3%
HELOC​​-​​-​​-​​-​​-​0.0%
Total​$38,104​$5,406​$3,206​$209​$46,925​1.2%

1* Payment modifications are either contractual delays in payment or a modification of the payment amount.*

​​​​​​​​​​​​​​​​​​
December 31, 2023 · ​ · Term Extension · ​ · Combination - Term Extension, Interest Rate, and Payment Delay · ​ · Combination - Term Extension and Interest Rate · ​ · Combination - Term Extension and Payment 1 · ​ · Total Modifications · ​ · Total Class of Financing Receivable
Commercial​$3,000​$-​$979​$-​$3,979​0.5%
Commercial real estate – investor​​13,521​​-​​-​​7,646​​21,167​2.0%
Commercial real estate – owner occupied​​16,082​​-​​-​​-​​16,082​2.0%
Residential real estate – owner occupied​​119​​-​​-​​-​​119​0.1%
Multifamily​​233​​-​​-​​-​​233​0.1%
HELOC​​166​​-​​-​​-​​166​0.2%
Total​$33,121​$-​$979​$7,646​$41,746​1.0%

1* Payment modifications are either contractual delays in payment or a modification of the payment amount**.*

The Company closely monitors the performance of loan modifications to borrowers experiencing financial difficulty. The following tables presents the performance of loans that have been modified as of December 31, 2024 and December 31, 2023.

​​​​​​​​​​​​​​​​​​​
December 31, 2024 · ​ · 30-59 days past due · ​ · 60-89 Days Past Due · ​ · 90 Days or Greater Past Due · ​ · Total Past Due · ​ · Current · ​ · Total Modifications
Commercial​$-​$-​$-​$-​$7,179​$7,179
Commercial real estate – investor​​-​​-​​-​​-​​12,509​​12,509
Commercial real estate – owner occupied​​-​​-​​-​​-​​26,040​​26,040
Residential real estate – owner occupied​​-​​-​​-​​-​​-​​-
Multifamily​​-​​-​​-​​-​​1,197​​1,197
HELOC​​-​​-​​-​​-​​-​​-
Total​$-​$-​$-​$-​$46,925​$46,925
​​​​​​​​​​​​​​​​​​​
December 31, 2023 · ​ · 30-59 days past due · ​ · 60-89 Days Past Due · ​ · 90 Days or Greater Past Due · ​ · Total Past Due · ​ · Current · ​ · Total Modifications
Commercial​$-​$-​$979​$979​$3,000​$3,979
Commercial real estate – investor​​838​​-​​-​​838​​20,329​​21,167
Commercial real estate – owner occupied​​-​​-​​-​​-​​16,082​​16,082
Residential real estate – owner occupied​​-​​-​​-​​-​​119​​119
Multifamily​​-​​-​​233​​233​​-​​233
HELOC​​-​​-​​-​​-​​166​​166
Total​$838​$-​$1,212​$2,050​$39,696​$41,746

The following table summarizes the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the period ended December 31, 2024 and December 31, 2023.

​​​​​​​​​​​
December 31, 2024 · ​ · Weighted-Average Term Extension (In Months) · ​ · Weighted-Average Interest Rate Change · ​ · Weighted-Average Delay of Payment (In Months)
Commercial​​6.49​​0.50%​​4.00
Commercial real estate – investor​​6.00​​-​​​-
Commercial real estate – owner occupied​​8.59​​0.15​​​-
Residential real estate – owner occupied​​-​​-​​​-
Multifamily​​60.00​​2.75​​​-
HELOC​​-​​-​​​-
Total​​8.89​​0.69%​​4.00
​​​​​​​​​​​
December 31, 2023 · ​ · Weighted-Average Term Extension (In Months) · ​ · Weighted-Average Interest Rate Change · ​ · Weighted-Average Delay of Payment (In Months)
Commercial​​8.31​​5.00%​​-
Commercial real estate – investor​​9.96​​-​​​7.00
Commercial real estate – owner occupied​​11.65​​-​​​-
Residential real estate – owner occupied​​39.00​​-​​​-
Multifamily​​21.00​​-​​​-
HELOC​​24.00​​-​​​-
Total​​10.65​​5.00%​​7.00

Loans to principal officers, directors, and their affiliates, which are made in the ordinary course of business, as of December 31, were as follows:

​​​​​​​​
​ · 2024 · 2023
Beginning balance​$-​$8,483​
New loans, including acquired related party loans​-​30​
Repayments and other reductions​-​(30)​
Change in related party status​-​(8,483)​
Ending balance​$-​$-​
​​​​​​​​

Note 6: Other Real Estate Owned

Details related to the activity in the other real estate owned (“OREO”) portfolio, net of valuation reserve, for the periods presented are itemized in the following table.

​​​​​​​​​​
​ · ​ · Twelve Months Ended
​December 31,
Other real estate owned · 2024 · 2023 · ​ · 2022
Balance at beginning of period​$5,123​$1,561​$2,356
Property additions, net of participation sold​​21,083​​5,580​​87
Less:​​​​​​​​​
Proceeds from property disposals, net of participation sold and gains/losses​​2,845​​1,749​​778
Period valuation write-down​​1,744​​269​​104
Balance at end of period​$21,617​$5,123​$1,561

Activity in the valuation allowance was as follows:

​​​​​​​​​​
​ · ​ · Twelve Months Ended
​December 31,
​ · 2024 · 2023 · 2022
Balance at beginning of period​$118​$856​$1,179
Provision for unrealized losses​​1,744​​269​​104
Reductions taken on sales​​-​​(1,007)​​(427)
Balance at end of period​$1,862​$118​$856
​​​​​​​​​​

Expenses related to OREO, net of lease revenue includes:

​​​​​​​​​​
​ · ​ · Twelve Months Ended
​December 31,
​ · 2024 · 2023 · ​ · 2022
Gain on sales, net​$(390)​$(256)​$(163)
Provision for unrealized losses​​1,744​​269​​104
Operating expenses​​1,801​​434​​193
Less:​​​​​​​​​
Lease revenue​​935​​48​​4
Net OREO expense​$2,220​$399​$130

Note 7: Premises and Equipment

Premises and equipment at December 31, were as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · 2024 · ​ · 2023 · ​ · ​
​ · ​ · ​ · Accumulated · ​ · ​ · ​ · ​ · Accumulated · ​ · ​ · ​
​​​​​Depreciation/​Net Book​​​​Depreciation/​Net Book​​
​ · ​ · Cost · ​ · Amortization · ​ · Value · ​ · Cost · ​ · Amortization · ​ · Value · ​ · ​
Land​$30,981​$-​$30,981​$29,741​$-​$29,741​​
Buildings​61,428​27,413​34,015​58,311​25,911​32,400​​
Leasehold improvements​10,341​2,112​8,229​7,785​1,574​6,211​​
Furniture and equipment​63,884​49,798​14,086​57,447​​46,489​10,958​​
Total Premises and Equipment​$166,634​$79,323​$87,311​$153,284​$73,974​$79,310​​

The Company had $1.4 million and $1.0 million of fixed assets held for sale as of December 31, 2024 and 2023, respectively. These fixed assets held for sale are reported with other assets on the Consolidated Balance Sheets.

The Company enters into lease arrangements in the normal course of business primarily for branch locations and certain ATMs. The Company’s leases have remaining terms ranging fromsix-months to 19.4 years, some of which include options to extend between five andten years, ATMs leases are generally short-term in nature. All of our leases are operating leases.

At December 31, 2024, the Company had lease liabilities totaling $12.5 million and right-of-use assets totaling $7.4 million related to operating leases. At December 31, 2023, the Company had lease liabilities totaling $11.6 million and right-of-use assets totaling $7.1 million related to operating leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively.

Right-of-use asset and lease obligations by type of property are listed below.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 31, 2024 · ​ · Right-of-Use Asset · ​ · Lease Liability · ​ · Weight Average Lease Term in Years · ​ · Weight Average Discount Rate
Operating Leases · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Land and building leases​$7,359​$12,465​​13.7​4.72%
Total operating leases​$7,359​$12,465​​13.7​4.72%
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
December 31, 2023 · ​ · Right-of-Use Asset · ​ · Lease Liability · ​ · Weight Average Lease Term in Years · ​ · Weight Average Discount Rate
Operating Leases · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Land and building leases​$7,093​$11,578​​12.5​4.65%
Total operating leases​$7,093​$11,578​​12.5​4.65%

During 2024, there wasone lease termination with a right-of-use asset andlease liability balance of $68,333 and fees paid of $46,500, resulting in a loss of $46,500.

During 2024, there wasone sale leaseback specific to a branch location. The transaction occurred with an unrelated party at arm’s length, there were no concessions or favorable terms on either the sale price or the subsequent lease terms. We recorded a gain of $31,311 to net gain/(loss) on sale of fixed assets, net of closing costs on the consolidated statements of income. The terms of the lease are 20 years with an escalating rent schedule, and there areno lease incentives. The calculation of the lease liability utilized an incremental borrowing rate of 4.61%.

Operating lease costs are listed below:

​​​​​​​​​​
​ · ​ · 2024 · ​ · 2023 · ​ · 2022
Operating lease cost​$1,337​$988​$716
Short-term lease cost​​54​​64​​60
Total operating lease cost​$1,391​$1,052​$776

There wereno sales and leaseback transactions, leverage leases, lease transactions with related parties or leases that had not yet been commenced during the periods ending December 31, 2024 or 2023.

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability as of December 31, 2024, is listed below.

​​​​
Lease payments​​​
Due in one year or less​$2,095
Due in one year through two years​​1,903
Due in two years through three years​​1,847
Due in three years through four years​​1,756
Due in four years through five years​​1,692
Thereafter​​5,824
Total lease payments​​15,117
Discount on cash flows​​(2,652)
Total lease liabilities​$12,465

Note 8: Deposits

Major classifications of deposits at December 31, were as follows:

​​​​​​​​
​ · 2024 · 2023
Noninterest bearing demand​$1,704,920​$1,834,891​
Savings​​932,201​​971,334​
NOW accounts​​621,434​​565,375​
Money market accounts​​761,499​​671,240​
Certificates of deposit of less than $100,000​​352,526​​266,035​
Certificates of deposit of $100,000 through $250,000​​270,837​​180,289​
Certificates of deposit of more than $250,000​​125,314​​81,582​
Total deposits​$4,768,731​$4,570,746​
​​​​​​​​

The Company had $29.8 million and $30.7 million in listing service deposits as of December 31, 2024 and 2023, respectively. Deposits held by senior officers and directors, including their related interests, totaled $11.0 million and $12.0 million as of December 31, 2024 and 2023, respectively.

At December 31, 2024, scheduled maturities of time deposits were as follows:

​ · ​ · ​ · ​ · ​
2025$700,746​
2026​27,775​
2027​7,645​
2028​8,130​
2029​4,381​
Total time deposits​$748,677​

Note 9: Borrowings

The following table is a summary of borrowings as of December 31, 2024:

​​​​​​​​
​ · 2024 · 2023
Securities sold under repurchase agreements​$36,657​$26,470​
Other short-term borrowings​​20,000​​405,000​
Junior subordinated debentures1​​25,773​​25,773​
Subordinated debentures​​59,467​​59,382​
Total borrowings​$141,897​$516,625​
​​​​​​​​

1 See Note 10: Junior Subordinated Debentures, below.

The Company enters into deposit sweep transactions where the transaction amounts are secured by pledged securities. These transactions consistently mature within 1 to 90 days from the transaction date and are governed by sweep repurchase agreements. All sweep repurchase agreements are treated as financings secured by U.S. government agencies, collateralized mortgage obligations, mortgage-backed securities and/or highly-rated issues of State and political subdivisions, and had a carrying amount of $36.7 million and $26.5 million at December 31, 2024 and 2023, respectively. The fair value of the pledged collateral was $73.6 million and $45.7 million at December 31, 2024 and December 31, 2023, respectively. At December 31, 2024, there wereno customers with secured balances exceeding 10% of stockholders’ equity.

The Company’s borrowings at the FHLBC require the Bank to be a member and invest in the stock of the FHLBC. Total borrowings are generally limited to the lower of 35% of total assets or 60% of the book value of certain mortgage loans. As of December 31, 2024, the Bank had $20.0 million in short-term advances outstanding under the FHLBC. There were $405.0 million in short-term advances as of December 31, 2023. FHLBC stock held at December 31, 2024 was valued at $4.5 million, and any potential FHLBC advances were collateralized by loans and securities with a principal balance of $1.41 billion, which carried a FHLBC-calculated combined value of $942.8 million. As of December 31, 2023, FHLBC stock owned by the Bank was valued at $18.5 million and the principal balance of loans and securities pledged was $1.46 billion. Based on the total amount of loans and securities pledged, the Bank had a total borrowing capacity at the FHLBC of $942.8 million and a remaining funding availability of $922.8 million on December 31, 2024.

In the second quarter of 2021, we entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers pursuant to which we sold and issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). We sold the Notes to eligible purchasers in a private offering, and the proceeds of this issuance are intended to be used for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions. The Notes bear interest at a fixed annual rate of 3.50% through April 14, 2026, payable semi-annually in arrears. As of April 15, 2026 forward, the interest rate on the Notes will generally reset quarterly to a rate equal to Three-Month Term SOFR (as defined by the Note) plus 273 basis points, payable quarterly in arrears. The Notes have a stated maturity of April 15, 2031, and are redeemable, in whole are in part, on April 15, 2026, or any interest payment date thereafter, and at any time upon the occurrence of certain events. The subordinated debentures outstanding, net of deferred issuance costs, totaled $59.5 million and $59.4 million as of December 31, 2024 and 2023, respectively.

The Company issued senior notes in December 2016 with aten-year maturity, and terms included interest payable semiannually at 5.75% forfive years. On June 30, 2023, the Company redeemed all of the $45.0 million senior notes. Upon redemption, the related deferred debt issuance costs of $362,000 was also recorded as interest expense, resulting in an effective cost of this debt issuance of 12.85% for the second quarter of 2023.

On February 24, 2023, we paid off the remaining $9.0 million balance in notes payable related to a $20.0 million dollar term note originated with a correspondent bank in the first quarter of 2020, to facilitate the redemption of our Old Second Capital Trust I trust preferred securities and related junior subordinated debentures, completed on March 2, 2020.

The Company has an undrawn line of credit of$30.0 million with a correspondent bank to be used for short-term funding needs; advances under this line can be outstanding up to 360 days from the date of issuance. This line of credit has not been utilized since early 2019.

Scheduled maturities and weighted average rates of borrowings for the years ended December 31, were as follows:

​​​​​​​​​​​​
​ · ​ · 2024 · ​ · 2023
​ · ​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​ · ​ · Weighted
​ · ​ · ​ · ​ · ​ · Average · ​ · ​ · ​ · ​ · Average
​ · Balance · Rate · Balance · Rate
2024​$--%$431,470​4.98%
2025​​56,657​2.47​​--​
2026​--​--​
2027​--​-​-​
2028​--​--​
2029​--​-​-​
Thereafter​85,2403.89​85,1554.10​
Total borrowings​$141,8973.32%$516,6254.84%

Note 10: Junior Subordinated Debentures

The Company issued $25.0 million of cumulative trust preferred securities through a private placement completed by an additional, unconsolidated subsidiary, Old Second Capital Trust II, in April 2007. These trust preferred securities mature in 30 years, but subject to regulatory approval, can be called in whole or in part on a quarterly basis commencing June 15, 2017. The quarterly cash distributions on the securities were fixed at 6.77% through June 15, 2017, distributions subsequently moved to a floating rate of 150 basis points over three-month LIBOR, and finally 150 basis points over three-month SOFR following the sunset of LIBOR. Upon conversion to a floating rate, a cash flow hedge was initiated which resulted in the total interest rate paid on the debt of 4.37% and 4.25% as of December 31, 2024 and December 31, 2023, respectively. The Company issued a new $25.8 million subordinated debenture to the Old Second Capital Trust II in return for the aggregate net proceeds of this trust preferred offering. The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities.

The junior subordinated debentures issued by the Company are disclosed on the Consolidated Balance Sheets, and the related interest expense for each issuance is included in the Consolidated Statements of Income. As of December 31, 2024 and 2023, the remaining unamortized debt issuance costs related to the junior subordinated debentures were less than $1,000 and are included as a reduction to the balance of the junior subordinated debentures on the Consolidated Balance Sheets. The remaining deferred issuance costs on the junior subordinated debentures related to the issuance of Old Second Capital Trust II will be amortized to interest expense over the remainder of the 30-year term of the notes and are included in the Consolidated Statements of Income.

Note 11: Income Taxes

Income tax expense (benefit) for the years ending December 31, were as follows:

​​​​​​​​​​
​​​​​​​​​​
​ · 2024 · 2023 · 2022
Current federal​$22,011​$20,724​$13,241
Current state​​7,048​​10,098​​6,209
Deferred federal​​(1,419)​​1,964​​3,338
Deferred state​​52​​(107)​​1,356
Total income tax expense​$27,692​$32,679​$24,144
​​​​​​​​​​

The following were the components of the deferred tax assets and liabilities as of December 31:

​​​​​​​
​ · 2024 · 2023
Accrued bonus​$2,601​$2,500
Allowance for credit losses​​12,241​​13,077
Deferred compensation​​2,100​​1,622
Stock based compensation​​1,920​​1,768
Business combination adjustments​​-​​270
Lease liability​​3,315​​3,201
Other assets​​2,357​​1,602
Total deferred tax assets​​24,534​​24,040
​​​​​​​
Accumulated depreciation on premises and equipment​​(5,844)​​(5,454)
Goodwill amortization/impairment​​(604)​​(465)
Mortgage servicing rights​​(2,728)​​(2,842)
Amortization of core deposit intangible​​(2,248)​​(2,987)
Right of use asset​​(1,972)​​(1,969)
Acquired securities​​(1,997)​​(2,376)
Other liabilities​​(1,090)​​(1,263)
Total deferred tax liabilities​​(16,483)​​(17,356)
Net deferred tax asset before adjustments related to other comprehensive income​​8,051​​6,684
Tax effect of adjustments related to other comprehensive income​​18,568​​24,393
Net deferred tax asset​$26,619​$31,077
​​​​​​​

At December 31, 2024, the Company hadno federal net operating loss carryforward andno state net operating loss carryforward.

Effective tax rates differ from federal statutory rates applied to financial statement income for the years ended December 31, due to the following:

​​​​​​​​​​
​ · 2024 · 2023 · 2022
Tax at statutory federal income tax rate​$23,721​$26,126​$19,225
Nontaxable interest income, net of disallowed interest deduction​​(820)​​(947)​​(1,097)
BOLI income​​(950)​​(445)​​(151)
State income taxes, net of federal benefit​​5,775​​7,911​​6,091
Stock based compensation​​(139)​​(132)​​(43)
Other, net​​105​​166​​119
Total tax at effective tax rate​$27,692​$32,679​$24,144
​​​​​​​​​​

The Company evaluated positive and negative evidence in order to determine if it was more likely than not that the deferred tax asset would be recovered through future income. Significant positive evidence evaluated included recent and projected earnings, strong asset quality and capital position. No significant negative evidence was noted.

The Company and its subsidiaries are subject to U.S. federal income tax as well as various state taxing jurisdictions. The Company is no longer subject to examination for tax years prior to 2021.

Note 12: Equity Compensation Plans

Stock-based awards are outstanding under the Company’s 2019 Equity Incentive Plan, as amended and restated (the “2019 Plan”). The 2019 Plan was originally approved at the May 2019 annual stockholders’ meeting and authorized 600,000 shares, and at the May 2021 annual stockholders’ meeting, the Company obtained stockholder approval to increase the number of shares of common stock authorized for issuance under the plan by 1,200,000 shares, from 600,000 shares to 1,800,000 shares. Following the approval of the 2019 Plan, no further awards will be granted under any other prior plan.

The 2019 Plan authorizes the granting of qualified stock options, non-qualified stock options, restricted stock, restricted stock units, and stock appreciation rights (“SARs”). Awards may be granted to selected directors, officers, employees or eligible service providers under the 2019 Plan at the discretion of the Compensation Committee of the Company’s Board of Directors. As of December 31, 2024,745,588 shares remained available for issuance under the 2019 Plan.

The Company has granted only restricted stock units under the 2019 Equity Incentive Plan.

Generally, restricted stock and restricted stock units granted under the 2019 Plan vest three years from the grant date, but the Compensation Committee of the Company’s Board of Directors has discretionary authority to change the terms of particular awards including the vesting schedule.

Under the 2019 Plan, unless otherwise provided in an award agreement, upon the occurrence of a change in control, all stock options and SARs then held by the participant will become fully exercisable immediately, and all stock awards and cash incentive awards will become fully earned and vested immediately if, (i) the 2019 Plan is not an obligation of the successor entity following a change in control or (ii) the 2019 Plan is an obligation of the successor entity following a change in control and the participant incurs a termination of service without cause or for good reason following the change in control. Notwithstanding the immediately preceding sentence, if the vesting of an award is conditioned upon the achievement of performance measures, then such vesting will generally be subject to the following: if, at the time of the change in control, the performance measures are less than 50% attained (pro rata based upon the time of the period through the change in control), the award will become vested and exercisable on a fractional basis with the numerator being equal to the percentage of attainment and the denominator being 50%; and if, at the time of the change in control, the performance measures are at least 50% attained (pro rata based upon the time of the period through the change in control), the award will become fully earned and vested immediately upon the change in control.

Awards of restricted stock units under the 2019 Plan generally entitled holders to voting and dividend rights upon grant and are subject to forfeiture until certain restrictions have lapsed including employment for a specific period. Awards of restricted stock units under the 2019 Plan are also subject to forfeiture until certain restrictions have lapsed including employment for a specific period, but do not entitle holders to voting rights until the restricted period ends and shares are transferred in connection with the units.

Total compensation cost that has been charged for the 2019 Plan was $4.1 million, $3.6 million and $3.0 million for the years ending December 31, 2024, 2023 and 2022, respectively.

There were 339,235 and 240,149 restricted stock units granted during the years ending December 31, 2024 and 2023, respectively. Compensation expense is recognized over the vesting period of the restricted stock unit based on the market value of the award on the grant date.

A summary of changes in the Company’s unvested restricted awards for the year ending December 31, 2024, is as follows:

​​​​​​
​ · ​ · December 31, 2024
​ · ​ · ​ · ​ · Weighted
​ · ​ · Restricted · ​ · Average
​ · ​ · Stock Shares · ​ · Grant Date
​ · and Units · Fair Value
Unvested at January 1​709,237​$14.26
Granted​339,235​​13.44
Vested​(248,386)​​11.54
Forfeited​(21,808)​​15.10
Unvested at December 31​778,278​$14.75
​​​​​​

Total unrecognized compensation cost of restricted stock unit awards was $4.2 million as of December 31, 2024, which is expected to be recognized over a weighted-average period of 1.73 years.

Note 13: Earnings Per Share

The earnings per share, both basic and diluted, are included below as of December 31, (in thousands except for per share data):

​​​​​​​​​​​
​​​​​​​​​​​
​ · 2024 · 2023 · 2022
Basic earnings per share:​​​​​​​​​​
Weighted-average common shares outstanding​​​44,828,290​​44,663,722​​44,526,655
Net income​​$85,264​$91,729​$67,405
Basic earnings per share​​$1.90​$2.05​$1.51
​​​​​​​​​​​
Diluted earnings per share:​​​​​​​​​​
Weighted-average common shares outstanding​​​44,828,290​​44,663,722​​44,526,655
Dilutive effect of unvested restricted awards 1​​​811,061​​731,288​​686,433
Diluted average common shares outstanding​​​45,639,351​​45,395,010​​45,213,088
​​​​​​​​​​​
Net Income​​$85,264​$91,729​$67,405
Diluted earnings per share​​$1.87​$2.02​$1.49
​​​​​​​​​​​
​​​​​​​​​​​
1 Includes the common stock equivalents for restricted share rights that are dilutive.​​​​​​​​​

Note 14: Commitments

In the normal course of business, there are outstanding commitments that are not reflected in the Consolidated Financial Statements. Commitments include financial instruments that involve, to varying degrees, elements of credit, interest rate, and liquidity risk. In management’s opinion, these do not represent unusual risks and management does not anticipate significant losses as a result of these transactions. The Company uses the same credit policies in making commitments and conditional obligations for borrowers as it does for on-balance sheet instruments.

The following table is a summary of financial instrument commitments as of December 31, were as follows:

​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024 · ​ · December 31, 2023 · ​
​ · Fixed · Variable · Total · Fixed · Variable · Total
Letters of credit:​​​​​​​​​​​​​​​​​​​
Borrower:​​​​​​​​​​​​​​​​​​​
Financial standby​$188​$16,322​$16,510​$173​$16,621​$16,794​
Performance standby​​552​​10,207​​10,759​​562​​13,689​​14,251​
​​​740​​26,529​​27,269​​735​​30,310​​31,045​
Non-borrower:​​​​​​​​​​​​​​​​​​​
Performance standby​​-​​67​​67​​-​​67​​67​
Total letters of credit​$740​$26,596​$27,336​$735​$30,377​$31,112​
​​​​​​​​​​​​​​​​​​​​
Unused loan commitments:​$163,282​$616,533​$779,815​$140,305​$694,960​$835,265​

The Bank occupies facilities under long-term operating leases, some of which include provisions for future rent increases. In addition, the Company leases space at sites that house automatic teller machines (ATMs). The Company also receives rental income on certain leased properties. As of December 31, 2024, aggregate future minimum rental income to be received under noncancelable leases totaled $420,000. Total facility net operating lease expense or revenue recorded under all operating leases was a net expense of $1.2 million in 2024, $844,000 in 2023, and $396,000 in 2022. Total ATM lease expense, including the costs related to servicing those ATM’s, was $2.4 million in 2024, $2.1 million in 2023, and $1.9 million in 2022.

The following table below is the estimated aggregate minimum annual rental commitments at December 31, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 2030
​2025​2026​2027​2028​2029​and thereafter
Rental commitment$2,149​$1,945​$1,877​$1,758​$1,692​$5,824

Legal proceedings

The Company and its subsidiaries, from time to time, pursue collection suits and other actions that arise in the ordinary course of business against their borrowers and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel, believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Company based on all known information at this time.

Note 15: Regulatory & Capital Matters

The Bank is subject to the risk-based capital regulatory guidelines, which include the methodology for calculating the risk-weighted Bank assets, developed by the Office of the Comptroller of the Currency (the “OCC”) and the other bank regulatory agencies. In connection with the current economic environment, the Bank’s current level of nonperforming assets and the risk-based capital guidelines, the Bank’s board of directors’ guidelines are for the Bank to maintain a Tier 1 leverage capital ratio at or above eight percent (8%) and a total risk-based capital ratio at or above twelve percent (12%). The Bank currently exceeds those thresholds.

Bank holding companies are required to maintain minimum levels of capital in accordance with capital guidelines implemented by the Board of Governors of the Federal Reserve System. The general bank and holding company capital adequacy guidelines in force as of the periods reported are shown in the accompanying table, as are the capital ratios of the Company and the Bank, as of December 31, 2024, and December 31, 2023.

In July 2013, the U.S. federal banking authorities issued final rules (the “Basel III Rules”) establishing more stringent regulatory capital requirements for U.S. banking institutions, which went into effect on January 1, 2015. A detailed discussion of the Basel III Rules is included in Part I, Item 1 of the annual report under the heading “Supervision and Regulation.”

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. The capital ratios below are calculated pursuant to the capital requirements in effect for the periods reported below.

Capital levels and industry defined regulatory minimum required levels at December 31, were as follows:

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Minimum Capital · ​ · Well Capitalized · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Adequacy with Capital · ​ · Under Prompt Corrective · ​
​ · ​ · Actual · ​ · Conservation Buffer, if applicable1 · ​ · Action Provisions2 · ​
​ · Amount · Ratio · Amount · Ratio · Amount · Ratio · ​
2024​​​​​​​​​​​​​​​​​​
Common equity tier 1 capital to risk weighted assets​​​​​​​​​​​​​​​​​​
Consolidated​$607,294​12.82%​$331,596​7.00%​​N/A​N/A​
Old Second Bank​​610,285​12.89​​​331,419​7.00​​$307,747​6.50%
Total capital to risk weighted assets​​​​​​​​​​​​​​​​​​
Consolidated​​736,492​15.54​​​497,630​10.50​​​N/A​N/A​
Old Second Bank​​654,484​13.82​​​497,256​10.50​​​473,577​10.00​
Tier 1 capital to risk weighted assets​​​​​​​​​​​​​​​​​​
Consolidated​​632,294​13.34​​​402,886​8.50​​​N/A​N/A​
Old Second Bank​​610,285​12.89​​​402,438​8.50​​​378,765​8.00​
Tier 1 capital to average assets​​​​​​​​​​​​​​​​​​
Consolidated​​632,294​11.30​​​223,821​4.00​​​N/A​N/A​
Old Second Bank​​610,285​10.90​​​223,958​4.00​​​279,947​5.00​
​​​​​​​​​​​​​​​​​​​
2023​​​​​​​​​​​​​​​​​​
Common equity tier 1 capital to risk weighted assets​​​​​​​​​​​​​​​​​​
Consolidated​$547,721​11.37%​$337,207​7.00%​​N/A​N/A​
Old Second Bank​​592,413​12.32​​​336,598​7.00​​$312,556​6.50%
Total capital to risk weighted assets​​​​​​​​​​​​​​​​​​
Consolidated​​677,076​14.06​​​505,640​10.50​​​N/A​N/A​
Old Second Bank​​636,768​13.24​​​504,990​10.50​​​480,943​10.00​
Tier 1 capital to risk weighted assets​​​​​​​​​​​​​​​​​​
Consolidated​​572,721​11.89​​​409,430​8.50​​​N/A​N/A​
Old Second Bank​​592,413​12.32​​​408,727​8.50​​​384,684​8.00​
Tier 1 capital to average assets​​​​​​​​​​​​​​​​​​
Consolidated​​572,721​10.06​​​227,722​4.00​​​N/A​N/A​
Old Second Bank​​592,413​10.41​​​227,632​4.00​​​284,540​5.00​

1Amounts are shown inclusive of a capital conservation buffer of 2.50%.

2 The prompt corrective action provisions are only applicable at the Bank level. The Bank exceeded the general minimum regulatory requirements to be considered “well capitalized.”

As part of its response to the impact of the COVID-19 pandemic, in the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provided banking organizations that adopted CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we elected to utilize the five-year CECL transition. The cumulative amount that is not recognized in regulatory capital, in addition to the $3.8 million Day 1 impact of CECL adoption, has been phased in at 25% per year beginning January 1, 2022. As of December 31, 2024, the capital measures of the Company above include $951,000, which is the Day 1 impact to retained earnings and 25% of the increase in the allowance for credit losses during 2020 and 2021, excluding PCD loans and acquisition related adjustments.

Dividend Restrictions

In addition to the above requirements, banking regulations and capital guidelines generally limit the amount of dividends that may be paid by a Bank without prior regulatory approval. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s profits, combined with the retained profit of the previoustwo years, subject to the capital requirements described above. As of December 31, 2024, the Company had total dividend availability of $107.8 million from the Bank, per regulatory guidelines. Pursuant to the Basel III rules that were fully phased-in at January 1, 2019, the Bank must keep a capital conservation buffer of 2.5% on all risk-based capital requirements in order to avoid additional limitations on capital distributions.

Note 16: Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives. It is the Company’s practice to sell mortgage-backed securities (“MBS”) contracts for the future delivery to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These contracts are also derivatives and collectively with the forward commitments for the future delivery of mortgage loans are considered forward contracts. These mortgage banking derivatives, which are not designated in hedge relationships using the accepted accounting for derivative instruments and hedging activities at December 31, were as follows:

​​​​​​​​
​ · 2024 · 2023
Forward contracts:​​​​​​​
Notional amount​$5,500​$6,000​
Fair value​10​(46)​
​​​​​​​​
Rate lock commitments:​​​​​​​
Notional amount​$3,167​$1,312​
Fair value​45​36​

Fair values were estimated based on changes in mortgage interest rates from the date of the commitments. The Company sold $58.0 million in loans to investors receiving proceeds of $58.8 million and resulting in a gain on sale of $1.8 million for the year ended December 31, 2024. Sales to investors included $45.0 million, or 77.9% to FNMA and $7.5 million, or 13.0%, to FHLMC for the year ended December 31, 2024. No other individual investor was sold more than 10% of the total loans sold.

Note 17: Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy established by the Company also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

Level 2: Significant observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own view about the assumptions that market participants would use in pricing an asset or liability.

There wereno transfers between levels during the period ending December 31, 2024, however the Company reclassified one states and political subdivision security to an asset-backed security in all periods presented. During the period ending December 31, 2023, $14.9 million of asset-backed securities and $6.8 million of collateralized mortgage obligations were transferred to Level 2 from Level 3.

The majority of securities are valued by external pricing services or dealer market participants and are classified in Level 2 of the fair value hierarchy. Both market and income valuation approaches are utilized. Quarterly, the Company evaluates the methodologies used by the external pricing services or dealer market participants to develop the fair values to determine whether the results of the valuations are representative of an exit price in the Company’s principal markets and an appropriate representation of fair value. The Company uses the following methods and significant assumptions to estimate fair value:

●Government-sponsored agency debt securities are primarily priced using available market information through processes such as benchmark spreads, market valuations of like securities, like securities groupings and matrix pricing.
●Other government-sponsored agency securities, MBS and some of the actively traded real estate mortgage investment conduits and collateralized mortgage obligations are priced using available market information including benchmark yields, prepayment speeds, spreads, volatility of similar securities and trade date.
●States and political subdivisions are largely grouped by characteristics (e.g., geographical data and source of revenue in trade dissemination systems). Because some securities are not traded daily and due to other grouping limitations, active market quotes are often obtained using benchmarking for like securities.
●Auction rate asset backed securities are priced using market spreads, cash flows, prepayment speeds, and loss analytics.
●Annually every security holding is priced by a pricing service independent of the regular and recurring pricing services used. The independent service provides a measurement to indicate if the price assigned by the regular service is within or outside of a reasonable range. Management reviews this report and applies judgment in adjusting calculations at year end related to securities pricing.
●Residential mortgage loans available for sale in the secondary market are carried at fair market value. The fair value of loans held-for-sale is determined using quoted secondary market prices.
●Lending related commitments to fund certain residential mortgage loans, e.g., residential mortgage loans with locked interest rates to be sold in the secondary market and forward commitments for the future delivery of mortgage loans to third party investors as well as forward commitments for future delivery of MBS are considered derivatives. Fair values are estimated based on observable changes in mortgage interest rates including prices for MBS from the date of the commitment and do not typically involve significant judgments by management.
●The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income to derive the resultant value. The Company is able to compare the valuation model inputs, such as the discount rate, prepayment speeds, weighted average delinquency and foreclosure/bankruptcy rates to widely available published industry data for reasonableness.
●Interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves.
●The fair value of individually evaluated loans with specific allocations of the ACL is essentially based on recent real estate appraisals or the fair value of the collateralized asset. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are made in the appraisal process by the appraisers to reflect differences between the available comparable sales and income data. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.
●Nonrecurring adjustments to certain commercial and residential real estate properties classified as OREO are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, a valuation loss is recognized.

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The tables below present the balance of assets and liabilities at December 31, measured by the Company at fair value on a recurring basis are as follows:

​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​Level 1Level 2Level 3Total
Assets:​​​​​​​​​​​​
Securities available-for-sale​​​​​​​​​​​​
U.S. Treasury​$194,143​$-​$-​$194,143
U.S. government agencies​​-​​37,814​​-​​37,814
U.S. government agencies mortgage-backed​​-​​100,277​​-​​100,277
States and political subdivisions​​-​​203,560​​11,896​​215,456
Collateralized mortgage obligations​​-​​368,616​​-​​368,616
Asset-backed securities​​-​​59,049​​3,254​​62,303
Collateralized loan obligations​​-​​183,092​​-​​183,092
Loans held-for-sale​​-​​1,556​​-​​1,556
Mortgage servicing rights​​-​​-​​10,374​​10,374
Interest rate derivatives​​-​​5,526​​-​​5,526
Mortgage banking derivatives​​-​​55​​-​​55
Total​$194,143​$959,545​$25,524​$1,179,212
​​​​​​​​​​​​​
Liabilities:​​​​​​​​​​​​
Interest rate swap agreements, including risk participation agreements​$-​$3,192​$-​$3,192
Total​$-​$3,192​$-​$3,192
​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​Level 1Level 2Level 3Total
Assets:​​​​​​​​​​​​
Securities available-for-sale​​​​​​​​​​​​
U.S. Treasury​$169,574​$-​$-​$169,574
U.S. government agencies​​-​​56,959​​-​​56,959
U.S. government agencies mortgage-backed​​-​​106,370​​-​​106,370
States and political subdivisions​​-​​214,006​​13,059​​227,065
Collateralized mortgage obligations​​-​​392,544​​-​​392,544
Asset-backed securities​​-​​66,166​​2,270​​68,436
Collateralized loan obligations​​-​​171,881​​-​​171,881
Loans held-for-sale​​-​​1,322​​-​​1,322
Mortgage servicing rights​​-​​-​​10,344​​10,344
Interest rate derivatives​​-​​5,391​​-​​5,391
Total​$169,574​$1,014,639​$25,673​$1,209,886
​​​​​​​​​​​​​
Liabilities:​​​​​​​​​​​​
Interest rate swap agreements, including risk participation agreements​$-​$8,324​$-​$8,324
Mortgage banking derivatives​​-​​10​​-​​10
Total​$-​$8,334​$-​$8,334

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are as follows:

​​​​​​​​​​
​ · ​ · ​ · Year Ended December 31, 2024
​ · ​ · Securities available-for-sale · ​ · ​ · ​
​ · ​ · ​ · ​ · States and · ​ · Mortgage
​ · ​ · Asset-backed · ​ · Political · ​ · Servicing
​ · Securities · ​ · Subdivisions · Rights
Beginning balance January 1, 2024​$2,270​$13,059​$10,344
Transfers out of Level 3​​-​​-​​-
Total gains or losses​​​​​​​​​
Included in earnings​​-​​(125)​​(160)
Included in other comprehensive income​​(69)​​(444)​​-
Purchases, issuances, sales, and settlements​​​​​​​​​
Purchases​​1,209​​-​​-
Issuances​​-​​-​​753
Settlements​​(156)​​(594)​​(563)
Ending balance December 31, 2024​$3,254​$11,896​$10,374
​​​​​​​​​​
​​​​​​​​​​​​​​
​ · ​ · ​ · Year Ended December 31, 2023 · ​
​ · ​ · ​ · Securities available-for-sale · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Collateralized · ​ · States and · ​ · Mortgage · ​
​ · ​ · Asset-backed · ​ · Mortgage · ​ · Political · ​ · Servicing · ​
​ · Securities · ​ · Obligations · ​ · Subdivisions · Rights
Beginning balance January 1, 2023​$16,740​$6,770​$12,501​$11,189​
Transfers into Level 3​​-​​-​​-​​-​
Transfers out of Level 3​​(14,885)​​(6,764)​​-​​-​
Total gains or losses​​​​​​​​​​​​​
Included in earnings​​(11)​​-​​(135)​​(924)​
Included in other comprehensive income​​239​​(6)​​998​​-​
Purchases, issuances, sales, and settlements​​​​​​​​​​​​​
Purchases​​782​​-​​-​​-​
Issuances​​-​​-​​-​​580​
Settlements​​(595)​​-​​(305)​​(501)​
Ending balance December 31, 2023​$2,270​$-​$13,059​$10,344​

The following table and commentary presents quantitative and qualitative information about Level 3 fair value measurements as of December 31, 2024:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted
Measured at fair value · ​ · ​ · ​ · ​ · ​ · ​ · Significant Unobservable · ​ · ​ · ​ · Average
on a recurring basis: · Fair Value · Valuation Methodology · Inputs · Range of Input · of Inputs
​​​​​​​​​​​​​
States and political subdivisions​$11,896​Discounted Cash Flow​Discount Rate​5.3 –5.4%​5.4%
​​​​​​​Liquidity Premium​0.5 – 0.5%​0.5%
​​​​​​​​​​​​​
Asset-backed securities​$3,254​Discounted Cash Flow​Discount Rate​4.9 – 4.9%​4.9%
​​​​​​​​​​​​​
Mortgage servicing rights​$10,374​Discounted Cash Flow​Discount Rate​9.0 – 11.0%​9.0%
​​​​​​​Prepayment Speed​0.0 – 31.5%​6.9%
​​​​​​​​​​​​​

The following table and commentary presents quantitative and qualitative information about Level 3 fair value measurements as of December 31, 2023:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted
Measured at fair value · ​ · ​ · ​ · ​ · ​ · ​ · Significant Unobservable · ​ · ​ · ​ · Average
on a recurring basis: · Fair Value · Valuation Methodology · Inputs · Range of Input · of Inputs
​​​​​​​​​​​​​
States and political subdivisions​$13,059​Discounted Cash Flow​Discount Rate​3.2 – 5.4%​4.7%
​​​​​​​Liquidity Premium​0.5 – 0.5%​0.5%
​​​​​​​​​​​​​
Asset-backed securities​$2,270​Discounted Cash Flow​Discount Rate​5.6 – 5.6%​5.6%
​​​​​​​​​​​​​
Mortgage servicing rights​$10,344​Discounted Cash Flow​Discount Rate​9.0 – 11.0%​9.0%
​​​​​​​Prepayment Speed​5.1 – 33.0%​6.6%

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis:

The Company may be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis in accordance with GAAP. These assets consist of individually evaluated loans and OREO. For assets measured at fair value on a nonrecurring basis at December 31, the following tables provide the level of valuation assumptions used to determine each valuation and the carrying value of the related assets:

​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · Level 1 · Level 2 · Level 3 · Total
Individually evaluated loans1​$-​$-​$19,058​$19,058
Other real estate owned, net2​​-​​-​​21,617​​21,617
Total​$-​$-​$40,675​$40,675
1Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans and to a lesser extent the discounted cash flow, had a carrying amount of $26.2 million and a valuation allowance of $7.2 million, resulting in a decrease of specific allocations within the provision for credit losses of $3.9 million for the year ending December 31, 2024.
2OREO is measured at the lower of carrying or fair value less costs to sell, and had a net carrying amount of $21.6 million, which is made up of the outstanding balance of $23.5 million, net of a valuation allowance of $1.9 million, at December 31, 2024.
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · Level 1 · Level 2 · Level 3 · Total
Individually evaluated loans1​$-​$-​$66,180​$66,180
Other real estate owned, net2​​-​​-​​5,123​​5,123
Total​$-​$-​$71,303​$71,303
1Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans and to a lesser extent the discounted cash flow, had a carrying amount of $77.3 million and a valuation allowance of $11.1 million, resulting in an increase of specific allocations within the provision for credit losses of $6.5 million for the year ending December 31, 2023.
2OREO is measured at the lower of carrying or fair value less costs to sell, and had a net carrying amount of $5.1 million, which is made up of the outstanding balance of $5.2 million, net of a valuation allowance of $118,000 at December 31, 2023.

These OREO and individually evaluated loan valuations include assumptions related to cash flow projections, discount rates, and recent comparable sales. The numerical range of unobservable inputs for these valuation assumptions are not meaningful.

Note 18: Fair Value of Financial Instruments

The estimated fair values approximate carrying amount for all items except those described in the following table. Securities available-for-sale fair values are based upon market prices or dealer quotes, and if no such information is available, on the rate and term of the security. The carrying value of FHLBC stock approximates fair value as the stock is nonmarketable and can only be sold to the FHLBC or another member institution at par. FHLBC stock is carried at cost and considered a Level 2 fair value. For December 31, 2024 and 2023, the fair values of loans and leases are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. The fair value of time deposits is estimated using discounted future cash flows atcurrent rates offered for deposits of similar remaining maturities. The fair values of borrowings were estimated based on interest rates available to the Company for debt with similar terms and remaining maturities. The fair value of off balance sheet volume is not considered material. The fair value of mortgage banking derivatives is discussed in Note 16: Mortgage Banking Derivatives, above.

The carrying amount and estimated fair values of financial instruments at December 31, were as follows:

​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · ​ · Carrying · ​ · Fair · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​AmountValueLevel 1Level 2Level 3
Financial assets:​​​​​​​​​​​​​​​
Cash and due from banks​$52,175​$52,175​$52,175​$-​$-
Interest earning deposits with financial institutions​​47,154​​47,154​​47,154​​-​​-
Securities available-for-sale​​1,161,701​​1,161,701​​194,143​​952,408​​15,150
FHLBC and FRBC stock​​19,441​​19,441​​-​​19,441​​-
Loans held-for-sale​​1,556​​1,556​​-​​1,556​​-
Net loans​​3,937,717​​3,818,303​​-​​-​​3,818,303
Interest rate swap and rate cap agreements​​5,498​​5,498​​-​​5,498​​-
Interest rate lock commitments and forward contracts​​55​​55​​-​​55​​-
Interest receivable on securities and loans​​24,598​​24,598​​-​​24,598​​-
​​​​​​​​​​​​​​​​
Financial liabilities:​​​​​​​​​​​​​​​
Noninterest bearing deposits​$1,704,920​$1,704,920​$1,704,920​$-​$-
Interest bearing deposits​​3,063,811​​3,056,180​​-​​3,056,180​​-
Securities sold under repurchase agreements​​36,657​​36,657​​-​​36,657​​-
Other short-term borrowings​​20,000​​20,000​​-​​20,000​​-
Junior subordinated debentures​​25,773​​21,444​​-​​21,444​​-
Subordinated debentures​​59,467​​54,533​​-​​54,533​​-
Interest rate swap and rate cap agreements​​3,187​​3,187​​-​​3,187​​-
Interest payable on deposits and borrowings​​3,871​​3,871​​-​​3,871​​-
​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · Carrying · ​ · Fair · ​ · ​ · ​ · ​ · ​ · ​
​AmountValueLevel 1Level 2Level 3
Financial assets:​​​​​​​​​​​​​​​
Cash and due from banks​$55,534​$55,534​$55,534​$-​$-
Interest earning deposits with financial institutions​​44,611​​44,611​​44,611​​-​​-
Securities available-for-sale​​1,192,829​​1,192,829​​169,574​​1,007,926​​15,329
FHLBC and FRBC stock​​33,355​​33,355​​-​​33,355​​-
Loans held-for-sale​​1,322​​1,322​​-​​1,322​​-
Net loans​​3,998,689​​3,876,381​​-​​-​​3,876,381
Interest rate swap and rate cap agreements​​5,302​​5,302​​-​​5,302​​-
Interest receivable on securities and loans​​27,159​​27,159​​-​​27,159​​-
​​​​​​​​​​​​​​​​
Financial liabilities:​​​​​​​​​​​​​​​
Noninterest bearing deposits​$1,834,891​$1,834,891​$1,834,891​$-​$-
Interest bearing deposits​​2,735,855​​2,726,223​​-​​2,726,223​​-
Securities sold under repurchase agreements​​26,470​​26,470​​-​​26,470​​-
Other short-term borrowings​​405,000​​405,000​​-​​405,000​​-
Junior subordinated debentures​​25,773​​20,361​​-​​20,361​​-
Subordinated debentures​​59,382​​47,982​​-​​47,982​​-
Interest rate swap and rate cap agreements​​8,324​​8,324​​-​​8,324​​-
Interest rate lock commitments and forward contracts​​10​​10​​-​​10​​-
Interest payable on deposits and borrowings​​2,962​​2,962​​-​​2,962​​-
​​​​​​​​​​​​​​​​

Note 19: Financial Instruments with Off-Balance Sheet Risk and Derivative Transactions

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk 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 derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The aggregate fair value of the swaps are recorded in other assets or other liabilities with changes in fair value recorded in other comprehensive income, net of tax. The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest income or interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income or expense as interest payments are received on the variable rate loan pools or paid on the Company’s fixed-rate borrowings.

Interest rate swaps with notional amounts totaling $300.0 million as of both December 31, 2024 and 2023, were designated as cash flow hedges of certain variable rate commercial and commercial real estate loan pools. Each of these hedges were executed to pay variable and receive fixed rate cash flows. Each of these hedges was determined to be effective during all periods presented and the Company expects the hedges to remain effective during the remaining terms of the swaps.

An interest rate swap with a notional amount of $25.8 million as of December 31, 2024 and 2023, is designated as a cash flow hedge of junior subordinated debentures and was executed to pay fixed and receive variable rate cash flows. The hedge was determined to be effective during all periods presented and the Company expects the hedge to remain effective during the remaining terms of the swap.

During the next twelve months, the Company estimates that an additional $1.5 million will be reclassified as an increase to interest expense and an additional $404,000 will be reclassified as an increase to interest income.

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. The notional amounts of interest rate swaps with its loan customers as of December 31, 2024 and 2023 were $121.2 million and $104.8 million, respectively. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

At December 31, 2024, the Company had $2.3 million of cash collateral pledged withone correspondent financial institution and held $5.2 million of cash pledged fromtwo correspondent financial institutions to support the interest rate swap activity during 2024. At December 31, 2023, the Company had $7.3 million of cash collateral pledged withtwo correspondent financial institutions and held $4.1 million of cash pledged fromone correspondent financial institution to support the interest rate swap activity during 2023. No investment securities were required to be pledged to any correspondent financial institution during 2024 or 2023. The Company offsets derivative assets and liabilities that are subject to a master netting arrangement.

The Company also grants mortgage loan interest rate lock commitments to borrowers, subject to normal loan underwriting standards. The interest rate risk associated with these loan interest rate lock commitments is managed with contracts for future deliveries of loans as well as selling forward mortgage-backed securities contracts. Loan interest rate lock commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The notional amount of these commitments at December 31, 2024 and 2023 were $8.7 million and $8.4 million, respectively. Commitments to originate residential mortgage loans held-for-sale and forward commitments to sell residential mortgage loans or forward MBS contracts are considered derivative instruments and changes in the fair value are recorded to mortgage banking revenue. Fair values are estimated based on observable changes in mortgage interest rates including mortgage-backed securities prices from the date of the commitment.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheets as of December 31, were as follows:

Fair Value of Derivative Instruments

​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · December 31, 2024
​No. of Trans.​Notional Amount $​Balance Sheet LocationFair Value $​Balance Sheet LocationFair Value $
Derivatives designated as hedging instruments​​​​​​​​​
Interest rate swap agreements5​325,774​Other Assets3,823​Other Liabilities1,512
Total derivatives designated as hedging instruments​​​​​3,823​​1,512
​​​​​​​​​​
Derivatives not designated as hedging instruments​​​​​​​​​
Interest rate swaps with commercial loan customers and rate cap13​154,137​Other Assets1,675​Other Liabilities1,675
Interest rate lock commitments and forward contracts30​8,667​Other Assets55​Other Liabilities-
Other contracts5​58,259​Other Assets28​Other Liabilities5
Total derivatives not designated as hedging instruments​​​​​1,758​​1,680
​​​​​​​​​​
​​​​​​​​​​
​​​​​​​​​​
​​​​​December 31, 2023
​No. of Trans.​Notional Amount $​Balance Sheet LocationFair Value $​Balance Sheet LocationFair Value $
Derivatives designated as hedging instruments​​​​​​​​​
Interest rate swap agreements5​325,774​Other Assets2,576​Other Liabilities5,598
Total derivatives designated as hedging instruments​​​​​2,576​​5,598
​​​​​​​​​​
Derivatives not designated as hedging instruments​​​​​​​​​
Interest rate swaps with commercial loan customers17​104,777​Other Assets2,726​Other Liabilities2,726
Interest rate lock commitments and forward contracts24​8,375​Other Assets(10)​Other Liabilities-
Other contracts4​44,790​Other Assets89​Other Liabilities-
Total derivatives not designated as hedging instruments​​​​​2,805​​2,726

Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting

The fair value and cash flow hedge accounting related to derivatives covered under ASC Subtopic 815-20 impacted Accumulated Other Comprehensive Income (“AOCI”) and the Income Statement. The gain recognized in AOCI on derivatives totaled $1.7 million as of December 31, 2024, and loss recognized in AOCI on derivatives totaled $2.2 million, and $4.2 million as of December 31, 2023, and 2022, respectively. The amount of the loss reclassified from AOCI to interest expense on the income statement totaled $6.0 million, $5.6 million and $373,000 for the years ended December 31, 2024, 2023, and 2022, respectively.

Credit-risk-related Contingent Features

For derivative transactions involving counterparties who are lending customers of the Company, the derivative credit exposure is managed through the normal credit review and monitoring process, which may include collateralization, financial covenants and/or financial guarantees of affiliated parties. Agreements with such customers require that losses associated with derivative transactions receive payment priority from any funds recovered should a customer default and ultimate disposition of collateral or guarantees occur.

Credit exposure to broker/dealer counterparties is managed through agreements with each derivative counterparty that require collateralization of fair value gains owed by such counterparties. Some small degree of credit exposure exists due to timing differences between when a gain may occur and the subsequent point in time that collateral is delivered to secure that gain. This is monitored by the Company and procedures are in place to minimize this exposure. Such agreements also require the Company to collateralize counterparties in circumstances wherein the fair value of the derivatives result in loss to the Company.

Other provisions of such agreements define certain events that may lead to the declaration of default and/or the early termination of the derivative transaction(s), including the following:

●if the Company either defaults or is capable of being declared in default on any of its indebtedness (exclusive of deposit obligations);
●if a merger occurs that materially changes the Company's creditworthiness in an adverse manner; or
●if certain specified adverse regulatory actions occur, such as the issuance of a Cease and Desist Order, or citations for actions considered Unsafe and Unsound or that may lead to the termination of deposit insurance coverage by the Federal Deposit Insurance Corporation.

Note 20: Preferred Stock

Preferred stock of 300,000 shares is authorized but unissued as of December 31, 2024 and 2023.

Note 21: Parent Company Condensed Financial Information

Condensed Balance Sheets for the years ended December 31, were as follows:

​​​​​​​​
​ · 2024 · 2023
Assets​​​​​​​
Noninterest bearing deposit with bank subsidiary​$78,007​$36,686​
Investment in subsidiaries​671,894​620,663​
Other assets​7,457​6,183​
Total assets​$757,358​$663,532​
​​​​​​​​
Liabilities and Stockholders’ Equity​​​​​​​
Junior subordinated debentures​$25,773​$25,773​
Subordinated debt​59,467​59,382​
Senior notes​​-​​-​
Notes payable​​-​​-​
Other liabilities​1,084​1,096​
Stockholders’ equity​671,034​577,281​
Total liabilities and stockholders' equity​$757,358​$663,532​

Condensed Statements of Income for the years ended December 31 were as follows:

​​​​​​​​​​
​202420232022
Operating Income​​​​​​​​​
Cash dividends received from subsidiaries​$55,000​$65,000​$40,000
Other income​59​67​29
Total operating income​55,059​65,067​40,029
Operating Expenses​​​​​​​​​
Junior subordinated debentures​1,127​1,095​1,136
Subordinated debt​​2,185​​2,185​​2,185
Senior notes​​-​​2,408​​2,682
Notes payable​-​87​385
Other expenses​6,209​5,947​5,086
Total operating expense​9,521​11,722​11,474
Income before income taxes and equity in undistributed net income of subsidiaries​45,538​53,345​28,555
Income tax benefit​(2,644)​(3,309)​(3,216)
Income before equity in undistributed net income of subsidiaries​48,182​56,654​31,771
Equity in undistributed net income of subsidiaries​37,082​35,075​35,634
Net income available to common stockholders​$85,264​$91,729​$67,405

Condensed Statements of Cash Flows for the years ended December 31, were as follows:

​​​​​​​​​​
​202420232022
Cash Flows from Operating Activities​​​​​​​​​
Net Income​$85,264​$91,729​$67,405
Adjustments to reconcile net income to net cash from operating activities:​​​​​​​​​
Equity in undistributed net income of subsidiaries​(37,082)​(35,075)​(35,634)
Provision for deferred tax (benefit) expense​(152)​(513)​91
Change in taxes payable​(250)​794​(4,694)
Change in other assets​12​(43)​12
Stock-based compensation​3,914​3,603​2,960
Other, net​76​575​(2,753)
Net cash provided by operating activities​51,782​61,070​27,387
​​​​​​​​​​
Cash Flows from Investing Activities​​​​​​​​​
Cash paid for acquisition, net of cash and cash equivalents retained​-​-​-
Net cash provided by (used in) investing activities​-​-​-
​​​​​​​​​​
Cash Flows from Financing Activities​​​​​​​​​
Dividend paid on common stock​​(9,413)​​(8,946)​​(8,877)
Purchases of treasury stock​(1,048)​(605)​(455)
Repayment of term note​​-​​(9,000)​​(4,000)
Repayment of senior note​​-​​(45,000)​​-
Net cash used in financing activities​(10,461)​(63,551)​(13,332)
Net change in cash and cash equivalents​41,321​(2,481)​14,055
Cash and cash equivalents at beginning of year​36,686​39,167​25,112
Cash and cash equivalents at end of year​$78,007​$36,686​$39,167
​​​​​​​​​​

Note 22: Employee Benefit Plans

Old Second Bancorp, Inc. Employees 401(k) Savings Plan and Trust

The Company sponsors a qualified, tax-exempt defined contribution plan (the “401(k) Plan”) qualifying under section 401(k) of the Internal Revenue Code. Virtually all employees are eligible to participate after meeting certain age and service requirements. Eligible employees are permitted to contribute up to a dollar limit set by law of their compensation to the 401(k) Plan. For the years ended December 31, 2024, 2023 and 2022, a discretionary match equal to 100% of the first 3% and 50% of the next 2% was made to participants of the 401(k) Plan. Participants are 100% vested in the discretionary matching contributions. Participants can choose between several different investment options under the 401(k) Plan, including shares of the Company’s common stock. An additional component of the 401(k) Plan arrangement allows the Company to make annual discretionary profit sharing contributions based on the Company’s profitability in a given year, and on each participant’s annual compensation. The Company elected not to make a discretionary profit sharing contribution for the years end December 31, 2024, 2023 and 2022.

The total expense relating to the 401(k) Plan was approximately $2.3 million in 2024, $2.2 million in 2023 and $2.0 million in 2022.

Old Second Bancorp, Inc. Voluntary Deferred Compensation Plan for Executives and Directors

The Company sponsors a deferred compensation plan, which is a means by which certain executives and directors may voluntarily defer a portion of their salary, bonus and directors fees, as applicable. This plan is an unfunded, nonqualified deferred compensation arrangement. Company obligations under this arrangement of $8.0 million and $5.9 million as of December 31, 2024 and 2023, respectively, are included in other liabilities.

Note 23: Segment Information

Various identifiable operating segments provide a variety of revenue streams including loans, deposits, and wealth management services. The Company’s Chief Operating Decision Maker (CODM) is the Chief Financial Officer.

Through our wholly-owned subsidiary, Old Second National Bank, we offer a wide variety of community banking services primarily throughout the Chicagoland area, including commercial and consumer lending and deposit services, and a wide array of wealth management services. The accounting policies for the services discussed here are the same as those described in Note 1: Summary of Significant Accounting Policies. We earn interest income on portfolio loans, fee income on loan originations and commitments, fees charged on certain deposit accounts, as well as fees related to wealth management services.

Although information is available on each of the individual revenue streams, the CODM manages, allocates resources, and evaluates performance on a company-wide basis. The CODM uses consolidated net income to evaluate the financial performance of the Company’s business along with budget to actual results in assessing the Company’s performance and in determining the allocation of resources whether it be to reinvest in the Company or deploy capital in order to maximize shareholder value. The chief operating decision maker uses consolidated net income and return on average assets to benchmark the Company against competitors as well as against prior periods.

On a regular basis the CODM is provided consolidated income and expense, assets, liabilities, and equity, in the same manner that is presented publicly on the Consolidated Statements of Income and Consolidated Balance Sheets, to assess performance and allocate resources throughout the Company. Further, additional internal financial information is provided to the CODM in order to assess credit quality in each of our lending segments. Accordingly, the Company has determined that it has onlyone reportable segment, Community Banking.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Old Second Bancorp, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying balance sheets of Old Second Bancorp, Inc. and its subsidiaries (the “Company”) as of December 31, 2024, and 2023, the related statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the COSO framework.

Basis for Opinion

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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

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

Critical Audit Matter

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

Allowance for Credit Losses on Collectively Evaluated Loans – Refer to Notes 1 and 5 to the Consolidated Financial Statements

Critical Audit Matter Description

As described in Notes 1 and 5 to the consolidated financial statements, management’s estimate of the allowance for credit losses (ACL) at December 31, 2024, includes a reserve on collectively evaluated loans. Significant assumptions in management’s estimate of the reserve on collectively evaluated loans include (i) the length of the reasonable and supportable forecast period, (ii) the estimated remaining life of each segment, and (iii) qualitative factor adjustments. In evaluating whether qualitative factor adjustments are necessary, management considers internal and external qualitative and credit market risk factors as described in Note 1 to the consolidated financial statements.

Significant judgment was required by management in the selection and application of subjective assumptions. Accordingly, performing audit procedures to evaluate the Company’s estimated ACL involved a high degree of auditor judgment and required significant effort, including the involvement of professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s estimate of the ACL included, but was not limited to, the following:

●We tested the design and operating effectiveness of management’s controls over key assumptions and judgments, the CECL estimation model for loan portfolios, and management’s determination of qualitative adjustments.
●We tested management’s process for determining reserves on collectively evaluated loans including:
oEvaluation of the appropriateness of management’s methodology.
oTesting the completeness and accuracy of data utilized by management.
oEvaluation of the relevance and reliability of information used by management in the development of the estimate.
oEvaluation of the reasonableness of significant assumptions used in the estimate, including consideration of whether assumptions used were reasonable given portfolio composition; relevant external factors, including economic conditions; and consideration of historical or recent experience and conditions and events affecting the Company.

/s/Plante & Moran PLLC

We have served as the Company’s auditor since 2010.

Chicago, Illinois

March 6, 2025

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