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SMARTFINANCIAL INC.

For the period ended Dec 31, 2024. Filed Mar 17, 2025.

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

FY2024 · Filed Mar 17, 2025

SMBK$48.50+1.6%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Nature of Business:

SmartFinancial, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary, SmartBank (the “Bank”). The Company provides a variety of financial services to individuals and corporate customers through its offices in East and Middle Tennessee, Alabama and Florida. The Company’s primary deposit products are interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans.

Basis of Presentation:

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

Accounting Estimates:

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and goodwill.

Cash and Cash Equivalents:

For purposes of reporting consolidated cash flows, cash and due from banks includes cash on hand, cash items in process of collection and amounts due from banks. Cash and cash equivalents also includes interest-bearing deposits in banks and federal funds sold. Cash flows from loans, federal funds sold, securities sold under agreements to repurchase and deposits are reported net.

During 2020 the Federal Reserve Bank suspended reserve requirements to provide relief related to the COVID-19 pandemic, thus the Bank did not have a reserve requirement at December 31, 2024 and 2023, respectively.

Securities:

Securities are classified based on management’s intention on the date of purchase. All debt securities classified as available-for-sale are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Securities that the Company has both the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at historical cost and adjusted for amortization of premiums and accretion of discounts. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Transfers of investments securities into the held-to-maturity category from the available-for-sale category are made at fair value at the date of transfer. The unrealized holdings gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the held-to-maturity securities. Such amounts are amortized over the remaining life of the security.

Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase are treated as collateralized financial transactions. These agreements are recorded at the amount at which the securities were acquired or sold plus accrued interest. It is the Company’s policy to take possession of securities purchased under

resale agreements. The market value of these securities is monitored, and additional securities are obtained when deemed appropriate to ensure such transactions are adequately collateralized. The Company also monitors its exposure with respect to securities sold under repurchase agreements, and a request for the return of excess securities held by the counterparty is made when deemed appropriate.

Other Investments:

The Company is required to maintain an investment in capital stock of various entities, including the Federal Home Loan Bank and Federal Reserve Bank. Based on redemption provisions of these entities, the stock has no quoted market value and is carried at cost. At their discretion, these entities may declare dividends on the stock. Management reviews restricted investments for impairment based on the ultimate recoverability of the cost basis in these stocks.

Loans Held for Sale:

Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value. Gains and losses on sales of loans held for sale are included in the Consolidated Statements of Income in mortgage banking.

Loans held for sale are sold to investors with best effort intent and ability to sell loans as long as they meet the underwriting standards of the potential investor.

Loans and Leases:

Originated loans and leases for which management has the intent and ability to hold for the foreseeable future or until maturity or payoff are carried at the principal amount outstanding net of any unearned income, charge-offs and unamortized fees and costs. Nonrefundable fees collected and certain direct costs incurred related to loan and lease originations are deferred and recorded as an adjustment to loans and leases outstanding. The net amount of the nonrefundable fees and costs is amortized to interest income over the contractual lives using methods that approximate a constant yield.

The accrual of interest on loans and leases is discontinued when, in management’s opinion, the borrower may be unable to meet the contractual terms of the obligation payments as they become due, or at the time the loan or lease is 90 days past due, unless the loan is well-secured and in the process of collection. Unsecured loans and leases are typically charged off no later than 120 days past due. Past due status is based on contractual terms of the loan or lease. In all cases, loans and leases are placed on nonaccrual or charged-off at an earlier date if collection of principal and interest is considered doubtful. All interest accrued but not collected for loans and leases that are placed on nonaccrual or charged off is reversed against interest income, unless management believes that the accrual of interest is recoverable through the liquidation of collateral. Interest income on nonaccrual loans and leases is recognized on the cash basis, until the loans or leases are returned to accrual status. Loans and leases are returned to accrual status when all the principal and interest amounts contractually due are brought current and the loan or lease has been performing according to the contractual terms for a period of not less than six months.

Allowance for Credit Losses (“ACL”):

The Company adopted ASU 2016-13 effective January 1, 2023, which requires the estimation of an allowance for credit losses in accordance with the Current Expected Credit Losses (“CECL”) methodology. This standard applies to all financial assets measured at amortized cost and off-balance sheet credit exposures, including loans, investment securities and unfunded commitments. We applied the standard’s provisions using the modified retrospective method as a cumulative-effect adjustment to retained earnings as of January 1, 2023. With this transition method, we did not have to restate comparative prior periods presented in the financial statements related to Topic 326, but will present comparative prior periods disclosures using the previous accounting guidance for the allowance for loan losses. This adoption method

is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard.

In connection with the adoption of ASU 2016-13, the Company revised certain accounting policies and implemented certain accounting policy elections. The revised accounting policies are described below:

ACL – Held-to-Maturity (“HTM”) Securities – The Company measures expected credit losses on HTM securities on a collective basis by major security type with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. SeeNote 4 – Securities, for additional information related to the Company’s allowance for credit losses on HTM securities.

ACL – Available-for-Sale (“AFS”) Securities – For AFS securities in an unrealized loss position, the Company first evaluates whether it intends to sell, or whether it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of these criteria regarding intent or requirement to sell is met, the AFS security amortized cost basis is written down to fair value through income. If the criteria is not met, the Company is required to assess whether the decline in fair value has resulted from credit losses or noncredit-related factors. If the assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists, and an allowance for credit loss is recorded through income as a component of provision for credit loss expense. If the assessment indicates that a credit loss does not exist, the Company records the decline in fair value through other comprehensive income, net of related income tax effects. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. SeeNote 4 – Securities, for additional information related to the Company’s allowance for credit losses on AFS securities.

ACL – Loans and Leases –The ACL reflects management’s estimate of expected losses that will result from the inability of our clients to make required loan and lease payments. Loans and leases deemed to be uncollectible are charged against the ACL, while recoveries of previously charged-off amounts are credited to the ACL. Management uses systematic methodologies to determine its ACL for loans and leases held for investment and certain off-balance-sheet exposures. The ACL is a valuation account that is subtracted from the amortized cost basis to present the net amount expected to be collected on the loan and lease portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan and lease portfolio. The ACL recorded on the balance sheet reflects management’s best estimate of expected credit losses. The Company’s ACL is calculated using collectively assessed and individually assessed loans and leases.

The ACL is measured on a collective pool basis when similar risk characteristics exist. Loans with similar risk characteristics are grouped into homogenous segments. The Company segmented the loan and lease portfolio by call code and risk rating. The loan portfolio reserve estimate is calculated using a non-discounted cash flow method for probability of default and loss given default values. This method utilizes the Company’s data along with peer data that is regressed against the national unemployment rate. The lease portfolio’s reserve estimate is based on the open pool methodology which is a simplified process of capturing losses by quarter over the life of a lease divided by the balance of all leases originated.

Management considers forward-looking information in estimating expected credit losses. The Company uses an average of Fannie Mae and Federal Open Market Committee projections of the national unemployment rate to determine the best estimate of expected credit losses. For the contractual term that extends beyond the reasonable and supportable forecast

period, the Company reverts to the long term mean of historical factors using a straight-line approach. The Company uses an eight-quarter forecast and a four-quarter reversion period.

Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The data for each measurement may be obtained from internal or external sources. The Company considers the qualitative factors that are relevant as of the reporting date, which may include, but are not limited to: independent loan review results, portfolio concentrations, lending strategies, quality of assets, regulatory review results and associate retention. The qualitative allowance will increase, or decrease based on the assessment of these various factors.

Loans that do not share risk characteristics are evaluated on an individual basis. The Company maintains a net book balance threshold of $500,000 for individually evaluated loans unless further analysis in the future suggests a change is needed to this threshold based on the credit environment at that time. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. If the loan is not collateral dependent, the measurement of loss is based on the difference between the expected and contractual future cash flows of the loan.

Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a loan modification (“LM”) with a borrower. In the event of a reasonably expected LM, the Company factors the reasonably-expected LM into the current expected credit losses estimate.

Purchased credit-deteriorated, otherwise referred to herein as (“PCD”), assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) 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. The Company records acquired PCD loans by adding the expected credit losses (i.e. allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s purchased credit-impaired loans (“PCI”) were treated as PCD loans.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of December 31, 2024, and 2023, the accrued interest receivables for loans recorded in other assets were $14.2 million and $12.5 million, respectively.

ACL – Off Balance Sheet Credit Exposures – The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the expected credit loss will be recorded as a liability on the balance sheet with an offsetting income statement expense. Management has determined that all of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As of December 31, 2024, and 2023, the liability recorded for expected credit losses on unfunded commitments in Other Liabilities was $2.5 million and $2.4 million, respectively. The current adjustment to the ACL for unfunded commitments is recognized through the provision for credit losses in the Consolidated Statement of Income.

Loan Modifications to Borrowers Experiencing Financial Difficulty:

From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications may result in new loans. Loan modifications to borrowers experiencing financial difficulty may be in the form of an interest rate reduction, an other-than-insignificant payment delay, a term extension, or a combination thereof, among other things.

Other Real Estate Owned:

Other real estate owned acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less selling costs. Any write-down to fair value less cost to sell, at the time of transfer to other real estate owned is charged to the allowance for loan losses. Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell. Costs of improvements are capitalized, whereas costs relating to holding other real estate owned and subsequent write-downs to the value are expensed.

Premises and Equipment:

Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets or the expected terms of the leases, if shorter. Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.

Goodwill and Intangible Assets:

Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as business combinations. Goodwill has an indefinite useful life and is evaluated for impairment annually, or more frequently if events and circumstances indicate that the asset might be impaired.

Other acquired intangible assets with finite lives, such as core deposit intangibles and customer list intangibles, are initially recorded at fair value and amortized over their estimated useful lives. Intangible assets are evaluated for impairment when events or changes in circumstances indicate a potential impairment.

Transfers of Financial Assets:

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company – put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Bank**Owned Life Insurance:

The Company has purchased life insurance policies on certain key employees. The purchase of these life insurance policies allows the Company to use tax-advantaged rates of return. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Derivative Instruments:

The Company applies hedge accounting to certain interest rate derivatives entered into for risk management purposes. In accordance with ASC Topic 815, Derivatives and Hedging, all derivative instruments are recorded on the accompanying consolidated balance sheet at their respective fair values. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship. If the derivative instrument is not designated as a hedge, changes in the fair value of the derivative instrument are recognized in earnings in the period of change.

The Company enters into interest rate derivatives contracts that were designated as qualifying cash flow hedges to hedge the exposure to variability in expected future cash flows attributable to changes in a contractually specified interest rate. To qualify for hedge accounting, a formal assessment is prepared to determine whether the hedging relationship, both at inception and on an ongoing basis, is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the hedge if a cash flow hedge.

The Company enters into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financial needs. Upon entering into these instruments to meet customer needs, the Company enters into offsetting positions with large U.S. financial institutions in order to minimize the risk to the Company. These swaps are derivatives, but are not designated as hedging instruments.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item.

Leases:

The Company leases certain branch locations, administrative offices and equipment. Operating lease Right of Use (“ROU”) assets are included in other assets and the associated lease obligations are included in other liabilities. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets; the Company instead recognizes lease expense for these leases on a straight-line basis over the lease term.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s corresponding obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is determined using secured rates for new FHLB advances under similar terms as the lease at inception. The Company utilizes the implicit or incremental borrowing rate at the effective date of a modification not accounted for as a separate contract or a change in the lease terms to determine the present value of lease payments. For operating leases commencing prior to January 1, 2019, the Company used the incremental borrowing rate as of that date.

Most leases include one or more options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at the Company’s sole discretion. When it is reasonably certain the Company will exercise its option to renew or extend the lease term, the option is included in calculating the value of the ROU asset and lease liability. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Revenue Recognition:

Service charges on deposit accounts – These deposit account-related fees represent monthly account maintenance and transaction-based service fees such as overdraft and non-sufficient funds fees, stop payment fees and wire transfer fees. For account maintenance services, revenue is recognized at the end of the statement period when our performance obligation has been satisfied. All other revenues from transaction-based services are recognized at a point in time when the performance obligation has been completed.

Investment services – These primarily represent sales commissions on various product offerings, transaction fees and asset management fees. The performance obligation for investment services is the provision of services to place annuity products issued by the counterparty to investors and the provision of services to manage the client’s assets, including brokerage custodial and other management services. Revenue from investment services is recognized over the period in which services are performed and is based on a percentage of the value of the assets under management/administration.

Insurance commissions –These represent commissions earned on the issuance of insurance products and services. The performance obligation is generally satisfied upon the issuance of the insurance policy and revenue is recognized when the commission payment is remitted by the insurance carrier or policy holder depending on whether the billing is performed by the insurance agency or the carrier.

Interchange and debit card transaction fees, net – These represent interchange fees from customer debit and credit card transactions earned when a cardholder engages in a transaction with a merchant as well as fees charged to merchants for providing them the ability to accept and process the debit and credit card transaction. Revenue is recognized when the performance obligation has been satisfied, which is upon completion of the card transaction. Additionally, as the Bank is acting as an agent for the customer and transaction processor, costs associated with cardholder and merchant services transactions are netted against the fee income.

Other –This consists of several forms of recurring revenue such as income earned on changes in the cash surrender value of bank-owned life insurance and interest rate swap fees. For the remaining immaterial transactions, revenue is recognized when, or as, the performance obligation is satisfied.

Advertising Costs:

The Company expenses all advertising and marketing costs as incurred.

Income Taxes:

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

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or

sustained upon examination. Deferred tax assets may be reduced by deferred tax liabilities and a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Tax positions are recognized if it is more likely than not, based on the technical merits, the tax position will be realized or sustained upon examination. The term ”more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also included resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgement. The Company recognizes interest and penalties in income tax expense. The Company files consolidated income tax returns with its subsidiaries. The Company has a Real Estate Investment Trust subsidiary that files a separate federal tax return, but its income is included in the consolidated group's return as required by the federal tax laws.

Stock-Based Compensation Plans:

The Company has stock options, restricted stock awards and stock appreciation rights under stock-based compensation plans, which are described in more detail in Note 13 –Employee Benefits. The plans have been accounted for under the accounting guidance (FASB ASC 718,Compensation –Stock Compensation) which requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. The stock compensation accounting guidance covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and stock or other stock based awards.

The stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the market value of the Company’s common stock at the date of grant is used for restrictive stock awards and stock grants.

Comprehensive Income:

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, primarily, (1) unrealized gains and losses on available-for-sale securities, (2) unrealized gains and losses on effective portions of fair value security hedges, (3) unrealized gains and losses on effective portions of cash flow hedges and (4) unrealized gains and losses from securities transferred from available-for-sale to held-to-maturity, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

Business Combinations:

Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, acquired assets and assumed liabilities are included with the acquirer’s accounts as of the date of acquisition at estimated fair value, with any excess of purchase price over the fair value of the net assets acquired (including identifiable intangible assets) capitalized as goodwill. In the event that the fair value of the net assets acquired exceeds the purchase price, an acquisition gain is recorded for the difference in consolidated statements of income for the period in which the acquisition occurred. An intangible asset is recognized as an asset apart from goodwill when it arises from contractual or other legal rights or if it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged. In addition, acquisition-related costs and restructuring costs are recognized as

period expenses as incurred. Estimates of fair value are subject to refinement for a period not to exceed one year from acquisition date as information relative to acquisition date fair values becomes available.

Earnings Per Common Share:

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding and dilutive common share equivalents using the treasury stock method. Dilutive common share equivalents include common shares issuable upon exercise of outstanding stock options and restricted stock.

Operating Segments:

The Company, through the Bank, provides a broad range of financial services to individuals and companies through its offices in East and Middle Tennessee, Alabama and Florida. These services include, but not limited to, primary deposit products are interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans. The Company’s operations are managed, and financial performance is evaluated on an organization-wide basis. Accordingly, the Company’s banking and finance operations are not considered by management to constitute more than one reportable operating segment. This single segment is the General Banking Unit.

Recently Issued Not Yet Effective Accounting Pronouncements:

The following is a summary of recent authoritative pronouncements not yet in effect that could impact the accounting, reporting, and/or disclosure of financial information by the Company.

In December 2023, FASB issued ASU No. 2023-09,* “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.”*ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. The guidance is effective for us for fiscal years beginning after December 15, 2024, though early adoption is permitted. The Company is assessing ASU 2023-09, and its adoption is not expected to have a significant impact on our Consolidated Financial Statements.

In November 2024, FASB issued ASU No. 2024-03,* “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.”*ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must 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 us fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, though early adoption is permitted. The Company is assessing ASU 2024-03, and its adoption is not expected to have a significant impact on our Consolidated Financial Statements.

Recently Issued and Adopted Accounting Pronouncements:

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03,Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in

equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The guidance is effective for public companies for fiscal years beginning after December 15, 2023. All other entities have an extra year to adopt; early adoption is permitted. ASU 2022-03 did not have an impact on the Company’s Consolidated Financial Statements.

In March 2023, the FASB issued ASU 2023-01,* “Leases (Topic 842): Common Control Arrangements.”* ASU 2023-01 requires entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. ASU 2023-01 also provides certain practical expedients applicable to private companies and not-for-profit organizations. The guidance is effective for fiscal years beginning after December 15, 2023. ASU 2023-01 did not have an impact on the Company’s Consolidated Financial Statements.

In March 2023, the FASB issued ASU No. 2023-02,* “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.”* ASU 2023-02 is intended to improve the accounting and disclosures for investments in tax credit structures. ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures. The guidance is effective for fiscal years beginning after December 15, 2023. ASU 2023-02 did not have an impact on the Company’s Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07,*“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.”*ASU 2023-07 expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 did not have an impact on the Company’s Consolidated Financial Statements.

Note 2. Business Combinations

Sunbelt Group, LLC

On September 1, 2022, Rains Agency Inc. (“Rains Agency”), an indirect wholly-owned subsidiary of SmartFinancial, Inc., completed the acquisition of substantially all the assets of Sunbelt Group, LLC (“Sunbelt”), a Tennessee limited liability company, pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated September 1, 2022, by and among Rains Agency, Sunbelt, and A. Mark Slater, the sole member of Sunbelt.

In connection with the acquisition, Rains Agency acquired $349 thousand of assets and assumed $364 thousand of liabilities from Sunbelt. Pursuant to the Purchase Agreement, Rains Agency paid an aggregate amount of consideration to Sunbelt of$6.5 million, of which$5.2 million was paid in cash at the closing and theremainder of which will be payable in equal cash installments on September 1, 2023, and September 1, 2024 (the “Deferred Payments”). The Deferred Payments are subject to acceleration in certain circumstances involving a change in control of Rains Agency and are subject to set-off for any indemnification or other obligations of the Sunbelt and its sole member to Rains Agency under the terms of the Purchase Agreement. During 2023, Rains Agency changed its name to SBK Insurance, Inc.

The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $4.6 million, representing the intangible value of Sunbelt’s business and reputation within the markets it served. The goodwill recognized is expected to be deductible for income tax purposes. The Company established an intangible asset related to customer relationships of $1.9 million, amortizing sum-of-the-years digits over 168 months (14 years).

The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below*(in thousands)*.

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Initial · ​ · ​ · ​ · ​ · ​ · ​
​ · As recorded · Fair value · ​ · Subsequent · As recorded
​ · ​ · by Sunbelt · ​ · adjustments · ​ · Adjustments · ​ · by the Company
Assets: · ​ · ​ · ​ · ​ · ​ · ​
Cash & cash equivalents​$319​$—​$—​$319
Customer list intangible​—​1,948​​—​1,948
Equipment, net​13​(13)​​—​—
Other assets​17​—​​—​17
Total assets acquired​$349​$1,935​$—​$2,284
​​​​​​​​​​​​​
Liabilities:​​​​​​
Payables and other liabilities​$364​$—​$—​$364
Total liabilities assumed​364​—​—​364
Excess of liabilities acquired over assets assumed​$(15)​​​​​
Aggregate fair value adjustments​​$1,935​$—​
Total identifiable net assets​​​​​​1,920
Consideration transferred:​​​​​​
Purchase price​​​​​​6,500
Total fair value of consideration transferred​​​​​​6,500
​​​​​​​​​​​​​
Goodwill​​​​​​$4,580

Note 3. Earnings Per Share

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding and dilutive common share equivalents using the treasury stock method. Dilutive common share equivalents include common shares issuable upon exercise of outstanding stock options and restricted stock. The effect from the stock options and restricted stock on incremental shares from the assumed conversions for net income per share-basic and net income per share-diluted are presented below. There wereno antidilutive shares for the years ended December 31, 2024 and 2023, and 2022.

The following is a summary of the basic and diluted earnings per share computation*(dollars in thousands, except share and per share data)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · 2024 · 2023 · ​ · 2022
Basic earnings per share computation: · ​ · ​ · ​ · ​ · ​
Net income available to common shareholders​$36,141​$28,593​$43,022
Average common shares outstanding – basic​16,768,956​16,805,068​16,740,450
Basic earnings per share​$2.16​$1.70​$2.57
Diluted earnings per share computation:​​​
Net income available to common shareholders​$36,141​$28,593​$43,022
Average common shares outstanding – basic​16,768,956​16,805,068​16,740,450
Incremental shares from assumed conversions:​​​
Stock options and restricted stock​106,500​106,117​130,919
Average common shares outstanding - diluted​16,875,456​16,911,185​16,871,369
Diluted earnings per common share​$2.14​$1.69​$2.55

Note 4. Securities

Available-for-Sale Securities (“AFS”), which include any security for which the Company has no immediate plan to sell, but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income. Unrealized gains and losses are recorded, net of

related income tax effects, in accumulated other comprehensive income (loss). Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security. Prepayments are anticipated for mortgage-backed and Small Business Administration (“SBA”) securities. Premiums on callable securities are amortized to their earliest call date.

Held-to-Maturity Securities (“HTM”), which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.

The amortized cost and fair value of securities AFS and HTM at December 31, 2024 and 2023 are summarized as follow*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · ​ · ​ · Gross · Gross · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
Available-for-sale: · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
U.S. Treasury​$83,330​$—​$(7,104)​$76,226
U.S. Government-sponsored enterprises (GSEs)​​38,917​​453​​(182)​​39,188
Municipal securities​18,277​—​(587)​17,690
Other debt securities​41,321​252​(2,138)​39,435
Mortgage-backed securities (GSEs)​330,839​515​(21,565)​309,789
Total​$512,684​$1,220​$(31,576)​$482,328
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2024
​ · ​ · ​ · Gross · Gross · ​ · ​
​​Amortized​Unrealized​Unrealized​Fair
Held-to-maturity:​Cost​Gains​Losses​Value
U.S. Government-sponsored enterprises (GSEs)​$48,112​$—​$(7,335)​$40,777
Municipal securities​51,652​—​(7,037)​44,615
Mortgage-backed securities (GSEs)​26,895​—​(4,207)​22,688
Total​$126,659​$—​$(18,579)​$108,080
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · ​ · Gross · Gross · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
Available-for-sale: · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
U.S. Treasury​$84,307​$—​$(8,274)​$76,033
U.S. Government-sponsored enterprises (GSEs)​​46,983​​1,256​​(146)​​48,093
Municipal securities​18,616​135​(475)​18,276
Other debt securities​36,863​93​(3,887)​33,069
Mortgage-backed securities (GSEs)​254,288​588​(21,937)​232,939
Total​$441,057​$2,072​$(34,719)​$408,410
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · ​ · Gross · Gross · ​ · ​
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
Held-to-maturity: · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
U.S. Treasury​$150,066​$—​$(1,482)​$148,584
U.S. Government-sponsored enterprises (GSEs)​​49,336​​—​​(7,143)​​42,193
Municipal securities​52,680​—​(6,178)​46,502
Mortgage-backed securities (GSEs)​29,154​—​(3,895)​25,259
Total​$281,236​$—​$(18,698)​$262,538

At December 31, 2024 and 2023, securities with a carrying value totaling approximately $432.6 million and $358.3 million, respectively, were pledged to secure public funds and securities sold under agreements to repurchase.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded gross realized gains of $64 thousand, $0, and $155 thousand, and gross realized losses of $0, $6.8 million, and $11 thousand, respectively.

The Company has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair values of available for sale securities. See Note 18 –* Derivatives Financial Instruments* for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

The amortized cost and estimated market value of securities by contractual maturity, are shown below*(in thousands)*. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​​​​​​​
​ · ​ · December 31, 2024
​ · Amortized · Fair
Available-for-sale: · ​ · Cost · ​ · Value
Due in one year or less​$1,479​$1,430
Due from one year to five years​94,077​86,779
Due from five years to ten years​77,077​75,403
Due after ten years​9,212​8,927
​​181,845​172,539
Mortgage-backed securities​330,839​309,789
Total​$512,684​$482,328
​​​​​​​
Held-to-maturity:​​​​​​
Due in one year or less​$—​$—
Due from one year to five years​731​687
Due from five years to ten years​50,594​43,465
Due after ten years​48,439​41,240
​​99,764​85,392
Mortgage-backed securities​26,895​22,688
Total​$126,659​$108,080

The following tables present the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities available-for-sale and securities held-to-maturity have been in a continuous unrealized loss position, as of December 31, 2024 and 2023*(dollars in thousands)*:

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · ​ · Less than 12 Months · ​ · 12 Months or Greater · ​ · Total
​ · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number
​ · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of
Available-for-sale: · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities
U.S. Treasury​$—​$—​—​$76,226​$(7,104)​9​$76,226​$(7,104)​9
U.S. Government-sponsored enterprises (GSEs)​​9,069​​(80)​4​​4,813​​(102)​4​​13,882​​(182)​8
Municipal securities​5,579​(59)​8​11,322​(528)​17​16,901​(587)​25
Other debt securities​4,425​(36)​3​28,294​(2,102)​24​32,719​(2,138)​27
Mortgage-backed securities (GSEs)​80,111​(939)​39​160,129​(20,626)​83​240,240​(21,565)​122
Total​$99,184​$(1,114)​54​$280,784​$(30,462)​137​$379,968​$(31,576)​191
​​​​​​​​​​​​​​​​​​​​​​​​​
​​December 31, 2024
​​Less than 12 Months​12 Months or Greater​Total
​​​Gross​Number​​Gross​Number​​Gross​Number
​​Fair​Unrealized​of​Fair​Unrealized​of​Fair​Unrealized​of
Held-to-maturity:​Value​Losses​Securities​Value​Losses​Securities​Value​Losses​Securities
U.S. Government-sponsored enterprises (GSEs)​$—​$—​—​$40,777​$(7,335)​13​$40,777​$(7,335)​13
Municipal securities​—​—​—​44,615​(7,037)​35​44,615​(7,037)​35
Mortgage-backed securities (GSEs)​—​—​—​22,688​(4,207)​5​22,688​(4,207)​5
Total​$—​$—​—​$108,080​$(18,579)​53​$108,080​$(18,579)​53
​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · Less than 12 Months · ​ · 12 Months or Greater · ​ · Total
​ · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number · ​ · ​ · Gross · ​ · Number
​ · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of · ​ · Fair · ​ · Unrealized · ​ · of
Available-for-sale: · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities · ​ · Value · ​ · Losses · ​ · Securities
U.S. Treasury​$—​$—​—​$76,033​$(8,274)​9​$76,033​$(8,274)​9
U.S. Government-sponsored enterprises (GSEs)​​9,743​​(137)​3​​1,482​​(9)​3​​11,225​​(146)​6
Municipal securities​2,786​(2)​2​9,849​(473)​17​12,635​(475)​19
Other debt securities​2,986​(17)​2​29,057​(3,870)​26​32,043​(3,887)​28
Mortgage-backed securities (GSEs)​16,401​(229)​8​176,351​(21,708)​88​192,752​(21,937)​96
Total​$31,916​$(385)​15​$292,772​$(34,334)​143​$324,688​$(34,719)​158
​​​​​​​​​​​​​​​​​​​​​​​​​
​​December 31, 2023
​​Less than 12 Months​12 Months or Greater​Total
​​​Gross​Number​​Gross​Number​​Gross​Number
​​Fair​Unrealized​of​Fair​Unrealized​of​Fair​Unrealized​of
Held-to-maturity:​Value​Losses​Securities​Value​Losses​Securities​Value​Losses​Securities
U.S. Treasury​$—​$—​—​$148,584​$(1,482)​4​$148,584​$(1,482)​4
U.S. Government-sponsored enterprises (GSEs)​​—​​—​—​​42,194​​(7,143)​13​​42,194​​(7,143)​13
Municipal securities​—​—​—​46,500​(6,178)​35​46,500​(6,178)​35
Mortgage-backed securities (GSEs)​—​—​—​25,258​(3,895)​5​25,258​(3,895)​5
Total​$—​$—​—​$262,536​$(18,698)​57​$262,536​$(18,698)​57

For any securities classified as AFS that are in an unrealized loss position at the balance sheet date, the Company assesses whether it intends to sell the security, or more likely than not will be required to sell the security before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because the Company currently

does not intend to sell those AFS securities that have an unrealized loss at December 31, 2024, and it is not likely that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company has determined that no write-down is necessary. In addition, the Company evaluates whether any portion of the decline in fair value of AFS securities is the result of credit deterioration, which would require the recognition of an allowance for credit losses. The unrealized losses associated with AFS securities at December 31, 2024, are driven by changes in interest rates and are not due to the credit quality of the securities, and accordingly, no allowance for credit losses is considered necessary related to AFS securities at December 31, 2024. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

The unrealized losses in the Company’s HTM portfolio were caused by changes in the interest rate environment. The Company has a zero-loss expectation for its U.S. treasury securities in addition to U.S. Government-sponsored enterprises (GSEs) and mortgage-backed securities (GSEs), and accordingly, no allowance for credit losses is estimated for these securities. The HTM state and municipal securities are general obligation bonds which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. All debt securities in an unrealized loss position as of December 31, 2024, continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary.

The Company utilizes bond credit ratings assigned by third party ratings agencies to monitor the credit quality of debt securities held-to-maturity. At December 31, 2024, all debt securities classified as held-to-maturity were rated AA- or higher by the ratings agencies. Updated credit ratings are obtained as they become available from the ratings agencies.

Allowance for Credit Losses:

The Company adopted ASU 2016-13 on January 1, 2023, and based on the analysis of the underlying risk characteristics of its AFS and HTM portfolios, including credit ratings and other qualitative factors, there wasno provision for credit losses related to AFS or HTM securities recorded during the year ended December 31, 2024, and 2023, because the ACL was deemed immaterial.

Other Investments:

Our other investments consist of restricted non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of December 31, 2024, the Company determined that there wasno impairment on its other investment securities.

The following is the amortized cost and carrying value of other investments*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, · ​ · December 31,
​ · 2024 · 2023
Federal Reserve Bank stock​$9,045$9,526
Federal Home Loan Bank stock​5,345​3,786
First National Bankers Bank stock​350​350
Total​$14,740​$13,662

Note 5. Loans and Leases and Allowance for Credit Losses

Portfolio Segmentation:

Major categories of loans and leases are summarized as follows*(in thousands)*:

​​​​​​​
​ · ​ · December 31, · ​ · December 31,
​ · ​ · 2024 · ​ · 2023
Commercial real estate:​​​​​​
Non-owner occupied​$1,080,404​$940,789
Owner occupied​​867,678​​798,416
Consumer real estate​741,836​649,867
Construction and land development​361,735​327,185
Commercial and industrial​775,620​645,918
Leases​​64,878​​68,752
Consumer and other​14,189​13,535
Total loans and leases​3,906,340​3,444,462
Less: Allowance for credit losses​(37,423)​(35,066)
Loans and leases, net​$3,868,917​$3,409,396

The loan and lease portfolio is disaggregated into segments. There areseven loan and lease portfolio segments that include commercial real estate non-owner occupied, commercial real estate owner occupied, consumer real estate, construction and land development, commercial and industrial, leases, and consumer and other. Fees and costs of originating loans are deferred at origination and amortized over the life of the loan. At December 31, 2024 and 2023, net deferred loan origination fees exceeded deferred loan origination costs, resulting in a net reduction of loan balances totaling $5.9 million and $5.7 million, respectively.

The following describe risk characteristics relevant to each of the portfolio segments:

Commercial real estate loans for prior periods were broken out into non-owner occupied and owner occupied for presentation comparison.

Commercial Real Estate – Non-Owner Occupied: Commercial real estate loans for income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers are repaid from rent income derived from the properties. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Commercial Real Estate - Owner Occupied: Commercial real estate loans to operating businesses are long-term financing of land and buildings where the owner occupies the property. These loans are repaid by cash flow generated from the business operation.

Consumer Real Estate: Consumer real estate loans include real estate loans secured by first liens, second liens, or open end real estate loans, such as home equity lines. These are repaid by various means such as a borrower’s income, sale of the property, or rental income derived from the property. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Construction and Land Development: Loans for real estate construction and development are repaid through cash flow related to the operations, sale or refinance of the underlying property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of the real estate or income generated from the real estate collateral. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Commercial and Industrial: The commercial and industrial loan portfolio segment includes commercial and financial loans. These loans include those loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or expansion projects. Loans are repaid by business cash flows. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrower, particularly cash flows from the customers’ business operations.

Leases: The lease portfolio segment includes leases to small and mid-size companies for equipment financing leases. These leases are secured by a secured interest in the equipment being leased.

Consumer and Other: The consumer loan portfolio segment includes direct consumer installment loans, overdrafts and other revolving credit loans, and educational loans. Loans in this portfolio are sensitive to unemployment and other key consumer economic measures.

Allowance for credit losses:

As described in Note 1 - Summary of Significant Accounting Policies, the Company adopted ASU 2016-13 on January 1, 2023.

The following tables detail the changes in the allowance for credit losses by loan and lease classification*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended December 31, 2024
​ · ​ · Commercial · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Real Estate · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Non-Owner · ​ · Owner · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Occupied · ​ · Occupied · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$6,846$8,418$7,249$4,874$6,924$640$115$35,066
Charged-off loans and leases​—​—​—​(441)​(928)​(1,312)​(336)​(3,017)
Recoveries of charge-offs​—​36​4​—​159​8​101​308
Provision charged to expense (1)​126​(113)​1,102​(265)​2,397​1,583​236​5,066
Ending balance​$6,972​$8,341​$8,355​$4,168​$8,552​$919​$116​$37,423
(1)In the provision charged to expense there was a provision of $87 thousand for unfunded commitments through the provision for credit losses not reflected in the year ended December 31, 2024.
​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · Year Ended December 31, 2023
​ · ​ · Commercial · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Real Estate · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Non-Owner · ​ · Owner · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Occupied · ​ · Occupied · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$5,694$5,127$4,028$3,059$3,997$1,293$136$23,334
Impact of adopting ASU 2016-13​​458​​421​​1,952​​2,145​​1,451​​(683)​​13​​5,757
Purchased credit-deteriorated gross up​​117​​2,535​​166​​25​​27​​28​​—​​2,898
Charged-off loans and leases​—​​—​(9)​—​(584)​(345)​(425)​(1,363)
Recoveries of charge-offs​—​​6​53​25​396​—​205​685
Provision charged to expense (1)​577​​329​1,059​(380)​1,637​347​186​3,755
Ending balance​$6,846​$8,418​$7,249​$4,874​$6,924​$640​$115​$35,066
(1)In the provision charged to expense there was a release of $726 thousand for unfunded commitments through the provision for credit losses not reflected in the year ended December 31, 2023.
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended December 31, 2022
​ · ​ · Commercial · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Real Estate · ​ · Consumer · ​ · Construction · ​ · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Non-Owner · ​ · Owner · ​ · Real · ​ · and Land · ​ · and · ​ · ​ · ​ · ​ · Consumer · ​ · ​ · ​
​ · ​ · Occupied · ​ · Occupied · ​ · Estate · Development · ​ · Industrial · ​ · Leases · ​ · and Other · ​ · Total
Beginning balance$5,611$4,170$3,454$1,882$3,781$330$124$19,352
Charged-off loans and leases​—​​—​(33)​—​(307)​(110)​(744)​(1,194)
Recoveries of charge-offs​—​​6​564​—​184​194​210​1,158
Provision charged to expense​83​​951​43​1,177​339​879​546​4,018
Ending balance​$5,694​$5,127​$4,028​$3,059​$3,997​$1,293​$136​$23,334

We maintain the allowance for credit losses at a level that we deem appropriate to adequately cover the expected credit loss in the loan and lease portfolio. Our provision for loan and lease losses for the years ended December 31, 2024, 2023 and 2022, were $5.1 million, $3.8 million and $4.0 million, respectively. As of December 31, 2024, and 2023, our allowance for credit losses was $37.4 million and $35.1 million, respectively, which we deemed to be adequate at each of the respective dates. Our allowance for credit losses as a percentage of total loans and leases was 0.96% at December 31, 2024 and 1.02% at December 31, 2023.

Credit Risk Management:

The Company employs a credit risk management process with defined policies, accountability and routine reporting to manage credit risk in the loan and lease portfolio segments. Credit risk management is guided by credit policies that provide for a consistent and prudent approach to underwriting and approvals of credits. Within the Credit Policy, procedures exist that elevate the approval requirements as credits become larger and more complex. All loans and leases are individually underwritten, risk-rated, approved, and monitored.

Responsibility and accountability for adherence to underwriting policies and accurate risk ratings lies in each portfolio segment. For the consumer real estate and consumer and other portfolio segments, the risk management process focuses on managing customers who become delinquent in their payments. For the other portfolio segments, the risk management process focuses on underwriting new business and, on an ongoing basis, monitoring the credit of the portfolios, including a third party review of the largest credits on an annual basis or more frequently, as needed. To ensure problem credits are identified on a timely basis, several specific portfolio reviews occur periodically to assess the larger adversely rated credits for proper risk rating and accrual status.

Credit quality and trends in the loan and lease portfolio segments are measured and monitored regularly. Detailed reports (e.g., by product, collateral, accrual status) are reviewed by director, management and loan committees.

A description of the general characteristics of the risk grades used by the Company is as follows:

Pass: Loans and leases in this risk category involve borrowers of acceptable-to-strong credit quality and risk who have the apparent ability to satisfy their loan and lease obligations. Loans and leases in this risk grade would possess sufficient mitigating factors, such as adequate collateral or strong guarantors possessing the capacity to repay the debt if required, for any weakness that may exist.

Watch: Loans and leases in this risk category involve borrowers that exhibit characteristics, or are operating under conditions that, if not successfully mitigated as planned, have a reasonable risk of resulting in a downgrade within the next six to twelve months. Loans and leases may remain in this risk category for six months and then are either upgraded or downgraded upon subsequent evaluation.

Special Mention: Loans and leases in this risk grade are the equivalent of the regulatory definition of "Other Assets Especially Mentioned" classification. Loans and leases in this category possess some credit deficiency or potential

weakness, which requires a high level of management attention. Potential weaknesses include declining trends in operating earnings and cash flows and /or reliance on the secondary source of repayment. If left uncorrected, these potential weaknesses may result in noticeable deterioration of the repayment prospects for the asset or in the Company’s credit position.

Substandard: Loans and leases in this risk grade are inadequately protected by the borrower’s current financial condition and payment capability or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the orderly repayment of debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans and leases in this risk grade have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, its classification as an estimated loss is deferred until its more exact status may be determined.

Uncollectible: Loans and leases in this risk grade are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean the loan or lease has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan or lease, even though partial recovery may be obtained in the future. Charge-offs against the allowance for loan and lease losses are taken in the period in which the loan or lease becomes uncollectible. Consequently, the Company typically does not maintain a recorded investment in loans or leases within this category.

The Company evaluates the loan risk grading system definitions and allowance for credit loss methodology on an ongoing basis.

The following tables outline the amount of each loan and lease classification and the amount categorized into each risk rating based on year of origination*(in thousands)*:

​​​​​​​​​​​​​​​​​​​​​​​​​​​
​December 31, 2024
​ · Loans Amortized Cost Basis by Origination Year · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · Prior · ​ · Loans · ​ · to Term · ​ · Total
Commercial real estate - non-owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass$241,022​​118,055​​286,728​​228,554​​85,754​​97,319​​8,295​​696​​1,066,423
Watch​-​​1,637​​6,769​​278​​-​​4,275​​-​​-​​12,959
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​470​​-​​-​​-​​301​​251​​-​​-​​1,022
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial real estate - non-owner occupied​241,492​​119,692​​293,497​​228,832​​86,055​​101,845​​8,295​​696​​1,080,404
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate - owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​145,848​$118,233​$275,328​$155,119​$62,755​$78,934​$12,368​$198​$848,783
Watch​1,451​​2,814​​2,398​​1,251​​1,676​​364​​744​​-​​10,698
Special mention​3,147​​-​​-​​-​​-​​-​​-​​-​​3,147
Substandard​-​​332​​-​​3,303​​305​​365​​745​​-​​5,050
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial real estate - owner occupied​150,446​​121,379​​277,726​​159,673​​64,736​​79,663​​13,857​​198​​867,678
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer real estate​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​151,786​​105,416​​154,956​​82,463​​47,122​​61,844​​131,267​​2,099​​736,953
Watch​-​​81​​-​​109​​258​​420​​1,241​​-​​2,109
Special mention​-​​-​​-​​-​​-​​50​​-​​-​​50
Substandard​184​​-​​61​​311​​-​​1,854​​314​​-​​2,724
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer real estate​151,970​​105,497​​155,017​​82,883​​47,380​​64,168​​132,822​​2,099​​741,836
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Construction and land development​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​199,160​​74,200​​51,438​​6,146​​2,168​​9,562​​12,392​​89​​355,155
Watch​2,477​​-​​105​​3,015​​-​​-​​-​​-​​5,597
Special mention​515​​-​​-​​-​​-​​-​​-​​-​​515
Substandard​262​​-​​-​​68​​-​​138​​-​​-​​468
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total construction and land development​202,414​​74,200​​51,543​​9,229​​2,168​​9,700​​12,392​​89​​361,735
YTD gross charge-offs​-​​-​​-​​-​​(441)​​-​​-​​-​​(441)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​130,898​​128,646​​133,782​​43,299​​17,716​​26,933​​282,695​​3,239​​767,208
Watch​103​​107​​119​​2,807​​-​​-​​2,865​​14​​6,015
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​40​​455​​1,657​​129​​46​​9​​61​​2,397
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial and industrial​131,001​​128,793​​134,356​​47,763​​17,845​​26,979​​285,569​​3,314​​775,620
YTD gross charge-offs​-​​(618)​​(235)​​-​​-​​-​​(29)​​(46)​​(928)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Leases​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​25,371​​18,285​​16,299​​3,601​​1,019​​303​​-​​-​​64,878
Watch​-​​-​​-​​-​​-​​-​​-​​-​​-
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total leases​25,371​​18,285​​16,299​​3,601​​1,019​​303​​-​​-​​64,878
YTD gross charge-offs​(74)​​(619)​​(589)​​(1)​​(1)​​(28)​​-​​-​​(1,312)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
​December 31, 2024
​ · Loans Amortized Cost Basis by Origination Year · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · Prior · ​ · Loans · ​ · to Term · ​ · Total
Consumer and other​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​4,385​​1,932​​922​​387​​284​​238​​6,024​​-​​14,172
Watch​4​​-​​-​​-​​-​​-​​-​​-​​4
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​11​​-​​-​​-​​-​​2​​-​​-​​13
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer and other​4,400​​1,932​​922​​387​​284​​240​​6,024​​-​​14,189
YTD gross charge-offs​(24)​​(84)​​(61)​​(37)​​(53)​​(77)​​-​​-​​(336)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​898,470​​564,767​​919,453​​519,569​​216,818​​275,133​​453,041​​6,321​​3,853,572
Watch​4,035​​4,639​​9,391​​7,460​​1,934​​5,059​​4,850​​14​​37,382
Special mention​3,662​​-​​-​​-​​-​​50​​-​​-​​3,712
Substandard​927​​372​​516​​5,339​​735​​2,656​​1,068​​61​​11,674
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total loans$907,094​$569,778​$929,360​$532,368​$219,487​$282,898​$458,959​$6,396​$3,906,340
Total YTD gross charge-offs$(98)​$(1,321)​$(885)​$(38)​$(495)​$(105)​$(29)​$(46)​$(3,017)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
​December 31, 2023
​ · Loans Amortized Cost Basis by Origination Year · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · 2019 · ​ · Prior · ​ · Loans · ​ · to Term · ​ · Total
Commercial real estate - non-owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass$120,088​$293,053​$258,422​$107,359​$76,847​$42,345​$3,691​$4,320​$906,125
Watch​22,295​​-​​645​​-​​4,426​​2,663​​-​​3,500​​33,529
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​517​​-​​-​​310​​-​​308​​-​​-​​1,135
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial real estate - non-owner occupied​142,900​​293,053​​259,067​​107,669​​81,273​​45,316​​3,691​​7,820​​940,789
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate - owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​117,022​​285,174​​175,083​​74,015​​57,648​​63,970​​11,441​​2,370​​786,723
Watch​-​​1,267​​1,305​​921​​-​​263​​-​​-​​3,756
Special mention​-​​3,215​​-​​-​​-​​-​​-​​-​​3,215
Substandard​386​​-​​3,932​​-​​282​​122​​-​​-​​4,722
Doubtful​-​​-​​​​​-​​-​​-​​-​​-​​-
Total commercial real estate - owner occupied​117,408​​289,656​​180,320​​74,936​​57,930​​64,355​​11,441​​2,370​​798,416
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer real estate​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​123,203​​174,755​​98,460​​53,688​​33,598​​48,378​​107,949​​3,026​​643,057
Watch​171​​-​​258​​116​​-​​55​​1,581​​-​​2,181
Special mention​-​​-​​-​​-​​-​​53​​-​​-​​53
Substandard​196​​824​​176​​253​​164​​2,850​​113​​-​​4,576
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer real estate​123,570​​175,579​​98,894​​54,057​​33,762​​51,336​​109,643​​3,026​​649,867
YTD gross charge-offs​-​​-​​-​​-​​-​​(9)​​-​​-​​(9)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Construction and land development​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​113,752​​115,032​​23,823​​2,749​​5,056​​6,595​​40,667​​7,489​​315,163
Watch​6,670​​3,233​​607​​-​​-​​1​​-​​-​​10,511
Special mention​437​​-​​-​​-​​-​​-​​-​​-​​437
Substandard​-​​-​​35​​620​​-​​419​​-​​-​​1,074
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total construction and land development​120,859​​118,265​​24,465​​3,369​​5,056​​7,015​​40,667​​7,489​​327,185
YTD gross charge-offs​-​​-​​-​​-​​-​​-​​-​​-​​-
​​​​​​​​​​​​​​​​​​​​​​​​​​​
​December 31, 2023
​ · Loans Amortized Cost Basis by Origination Year · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · 2019 · ​ · Prior · ​ · Loans · ​ · to Term · ​ · Total
Commercial and industrial​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​168,957​​162,799​​62,796​​22,639​​9,135​​25,207​​185,619​​7,270​​644,422
Watch​54​​15​​13​​-​​-​​-​​120​​83​​285
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​193​​614​​200​​129​​75​​-​​-​​-​​1,211
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total commercial and industrial​169,204​​163,428​​63,009​​22,768​​9,210​​25,207​​185,739​​7,353​​645,918
YTD gross charge-offs​(75)​​(274)​​(50)​​(183)​​-​​-​​(2)​​-​​(584)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Leases​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​28,922​​26,658​​8,658​​3,603​​703​​208​​-​​-​​68,752
Watch​-​​-​​-​​-​​-​​-​​-​​-​​-
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total leases​28,922​​26,658​​8,658​​3,603​​703​​208​​-​​-​​68,752
YTD gross charge-offs​(122)​​(193)​​(18)​​-​​(12)​​-​​-​​-​​(345)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer and other​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​5,926​​2,049​​841​​373​​132​​206​​3,931​​67​​13,525
Watch​-​​-​​-​​-​​10​​-​​-​​-​​10
Special mention​-​​-​​-​​-​​-​​-​​-​​-​​-
Substandard​-​​-​​-​​-​​-​​-​​-​​-​​-
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total consumer and other​5,926​​2,049​​841​​373​​142​​206​​3,931​​67​​13,535
YTD gross charge-offs​(40)​​(135)​​(74)​​(54)​​(33)​​(89)​​-​​-​​(425)
​​​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​677,870​​1,059,520​​628,083​​264,426​​183,119​​186,909​​353,298​​24,542​​3,377,767
Watch​29,190​​4,515​​2,828​​1,037​​4,436​​2,982​​1,701​​3,583​​50,272
Special mention​437​​3,215​​-​​-​​-​​53​​-​​-​​3,705
Substandard​1,292​​1,438​​4,343​​1,312​​521​​3,699​​113​​-​​12,718
Doubtful​-​​-​​-​​-​​-​​-​​-​​-​​-
Total loans$708,789​$1,068,688​$635,254​$266,775​$188,076​$193,643​$355,112​$28,125​$3,444,462
Total YTD gross charge-offs$(237)​$(602)​$(142)​$(237)​$(45)​$(98)​$(2)​$-​$(1,363)

Past Due Loans and Leases:

A loan or lease is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. Generally, management places a loan or lease on nonaccrual when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due.

The following tables present an aging analysis of our loan and lease portfolio*(in thousands)*:

​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024 · ​
​ · ​ · ​ · 90 Days · ​ · ​ · ​ · ​ · ​
​ · 30-59 Days · 60-89 Days · or More · Total · Loans Not · ​ · Total
​ · Past Due · Past Due · Past Due · ​ · Past Due · ​ · Past Due · ​ · Loans · ​
Commercial real estate:​​​​​​​​​​​​​​​​​​​
Non-owner occupied​$378​$—​$263​$641​$1,079,763​$1,080,404​
Owner occupied​​731​​47​​539​​1,317​866,361​​867,678​
Consumer real estate​2,258​826​764​3,848​737,988​​741,836​
Construction and land development​523​—​—​523​361,212​​361,735​
Commercial and industrial​1,417​367​1,636​3,420​772,200​​775,620​
Leases​​1,645​​—​​2,118​​3,763​​61,115​​64,878​
Consumer and other​96​24​18​138​14,051​​14,189​
Total​$7,048​$1,264​$5,338​$13,650​$3,892,690​$3,906,340​
​​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023 · ​
​ · ​ · ​ · 90 Days · ​ · ​ · ​ · ​ · ​ · ​
​ · 30-59 Days · 60-89 Days · or More · Total · Loans Not · ​ · Total
​ · Past Due · Past Due · Past Due · ​ · Past Due · ​ · Past Due · ​ · Loans · ​
Commercial real estate:​​​​​​​​​​​​​​​​​​​
Non-owner occupied​$—​$—​$571​$571​$940,218​​940,789​
Owner occupied​​52​​270​​1,089​​1,411​797,005​​798,416​
Consumer real estate​2,216​1,347​561​4,124​645,743​​649,867​
Construction and land development​631​—​620​1,251​325,934​​327,185​
Commercial and industrial​956​330​2,286​3,572​642,346​​645,918​
Leases​​1,208​​132​​212​​1,552​​67,200​​68,752​
Consumer and other​80​9​98​187​13,348​​13,535​
Total​$5,143​$2,088​$5,437​$12,668​$3,431,794​$3,444,462​

The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at December 31, 2024, and 2023. Also presented is the balance of loans on nonaccrual status at December 31, 2024, and 2023, for which there was no related allowance for credit losses recorded*(in thousands)*:

​​​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024 · ​ · December 31, 2023
​ · Total · Nonaccrual · Loans Past Due · Total · Nonaccrual · Loans Past Due
​ · Nonaccrual · With No Allowance · Over 90 Days · ​ · Nonaccrual · ​ · With No Allowance · ​ · Over 90 Days
​Loansfor Credit LossesStill Accruing​Loans​for Credit Losses​Still Accruing
Commercial real estate:​​​​​​​​​​​​​​​​​​
Non-owner occupied​$514​$263​$—​$571​$263​$—
Owner occupied​​906​​539​​​​​1,473​​1,089​​​
Consumer real estate​1,995​752​—​2,647​​1,562​—
Construction and land development​39​—​—​620​​—​—
Commercial and industrial​1,820​—​144​2,480​​160​—
Leases​​2,433​​—​​—​​140​​—​​72
Consumer and other​2​—​18​—​​—​98
Total​$7,709​$1,554​$162​$7,931​$3,074​$170

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses*(in thousands)*:

​​​​​​​​​​
​ · ​ · December 31, 2024
​Real EstateOtherTotal
Commercial real estate:​​​​​​​​​
Non-owner occupied​$733​$—​$733
Owner occupied​​4,636​​​​​4,636
Consumer real estate​1,139​—​1,139
Construction and land development​262​—​262
Commercial and industrial​—​2,286​2,286
Leases​​—​​534​​534
Consumer and other​—​—​—
Total​$6,770​$2,820​$9,590
​​​​​​​​​​
​​December 31, 2023
​Real EstateOtherTotal
Commercial real estate:​​​​​​​​​
Non-owner occupied​$780​$—​$780
Owner occupied​​4,375​​​​​4,375
Consumer real estate​2,756​—​2,756
Construction and land development​1,411​—​1,411
Commercial and industrial​—​1,018​1,018
Leases​​—​​—​​—
Consumer and other​—​—​—
Total​$9,322​$1,018​$10,340

Impaired Loans and Leases

The following table details the average recorded investment, and the amount of interest income recognized on a cash basis for impaired loans at December 31, 2022, as determined under ASC 310 prior to the adoption of ASU 2016-13. A loan or lease held for investment is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both principal and interest) according to the terms of the loan or lease agreement*(in thousands)*:

​​​​​​​
​Year Ended December 31, 2022
​ · Average · Interest
​ · Recorded · Income
​ · ​ · Investment · ​ · Recognized
Impaired loans and leases without a valuation allowance:​​
Commercial real estate:​​​​​​
Non-owner occupied​$—​$—
Owner occupied​​122​​—
Consumer real estate​1,728​94
Construction and land development​—​—
Commercial and industrial​—​—
Leases​​—​​—
Consumer and other​—​—
​​1,850​94
Impaired loans and leases with a valuation allowance:​​
Commercial real estate:​​​​
Non-owner occupied​​343​​—
Owner occupied​​—​​—
Consumer real estate​52​—
Construction and land development​515​—
Commercial and industrial​19​—
Leases​​—​​—
Consumer and other​—​—
​​929​—
PCI loans and leases:​​
Commercial real estate:​​​​
Non-owner occupied​​702​​57
Owner occupied​​—​​—
Consumer real estate​819​50
Construction and land development​—​—
Commercial and industrial​—​—
Leases​​—​​—
Consumer and other​2​—
​​1,523​107
Total impaired loans and leases​$4,302​$201

Loan Modifications to Borrowers Experiencing Financial Difficulty:

The table below shows the amortized cost of loans and leases made to borrowers experiencing financial difficulty that were modified during the years ended December 31, 2024, and 2023, respectively.(dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · ​ · Payment Delay · ​ · ​ · ​
​ · Payment · Term · and Term · ​ · ​ · ​
Year ended December 31, 2024DelayExtension​Extension​Total
Commercial real estate:​​​​​​​​​​​​
Non-owner occupied​$—​$—​$—​$—
Owner occupied​​—​​—​​—​​—
Consumer real estate​—​301​—​​301
Construction and land development​—​—​—​​—
Commercial and industrial​—​24​—​​24
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$—​$325​$—​$325
​​​​​​​​​​​​​
​​​Payment Delay​​​
​PaymentTermand Term​​​
Year ended December 31, 2023DelayExtension​Extension​Total
Commercial real estate:​​​​​​​​​​$—
Non-owner occupied​$—​$2,492​$—​$2,492
Owner occupied​​386​​38​​—​​424
Consumer real estate​—​446​—​​446
Construction and land development​—​690​—​​690
Commercial and industrial​57​—​136​​193
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$443​$3,666​$136​$4,245

The following table summarizes the financial impacts of loan modifications made to borrowers experiencing financial difficulty for the year ended December 31, 2024, and 2023, respectively* (dollars in thousands)*:

​​​​​​​​
​ · ​ · Weighted-Average · ​ · ​ · ​
​ · Term · Weighted-Average
​ · Extension · Total Payment
Year ended December 31, 2024 · (in months) · Delay · ​
Commercial real estate:​​​​​​​
Non-owner occupied​​—​$—​
Owner occupied​​—​​—​
Consumer real estate​63​—​
Construction and land development​—​—​
Commercial and industrial​38​—​
Leases​​—​​—​
Consumer and other​—​—​
​​​​​​​​
​​Weighted-Average​​​
​TermWeighted-Average
​ExtensionTotal Payment
Year ended December 31, 2023(in months)Delay​
Commercial real estate:​​​​​​​
Non-owner occupied​​7​$—​
Owner occupied​​180​​22​
Consumer real estate​16​—​
Construction and land development​8​—​
Commercial and industrial​30​6​
Leases​​—​​—​
Consumer and other​—​—​

The table below shows the amortized cost of loans and leases made to borrowers experiencing financial difficulty that defaulted during the year ended December 31, 2024. No defaults for the year ended December 31, 2023.(dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · ​ · Payment Delay · ​ · ​ · ​
​ · Payment · Term · and Term · ​ · ​ · ​
Year ended December 31, 2024DelayExtension​Extension​Total
Commercial real estate:​​​​​​​​​​​​
Non-owner occupied​$—​$—​$—​$—
Owner occupied​​—​​—​​—​​—
Consumer real estate​—​60​—​​60
Construction and land development​—​—​—​​—
Commercial and industrial​—​—​—​​—
Leases​​—​​—​​—​​—
Consumer and other​—​—​—​​—
Total​$—​$60​$—​$60

The table below shows an age analysis of loans and leases made to borrowers experiencing financial difficulty that were modified in the last twelve months,(in thousands):

​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · ​ · ​ · 90 Days · ​ · ​ · ​
​ · ​ · 30-89 Days · or More · ​ · ​
​ · Current · Past Due · Past Due · ​ · Nonaccrual · ​ · Total
Commercial real estate:​​​​​​​​​​​​​​​
Non-owner occupied​$—​$—​$—​$—​$—
Owner occupied​​—​​—​​—​​—​​—
Consumer real estate​168​—​—​134​302
Construction and land development​—​—​—​—​—
Commercial and industrial​14​—​—​9​23
Leases​​—​​—​​—​​—​​—
Consumer and other​—​—​—​—​—
Total​$182​$—​$—​$143​$325

Foreclosure Proceedings and Balances:

As of December 31, 2024, there wereno residential real estate properties in which physical possession had been obtained and included within other real estate owned assets andtwo properties totaling $279 thousand at December 31, 2023. There weretwo residential real estate loans totaling $256 thousand in the process of foreclosure at December 31, 2024, andtwo for $1.2 million at December 31, 2023.

Related Party Loans:

In the ordinary course of business, the Company has granted loans to certain related interests, including directors, executive officers, and their affiliates (collectively referred to as "related parties"). Such loans are made in the ordinary course of business and on substantially the same terms as those for comparable transactions prevailing at the time and do not present other unfavorable features. A summary of activity in loans to related parties is as follows*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · 2024 · 2023
Balance, beginning of year​$20,836​$14,246
Disbursements​3,619​8,653
Repayments​(2,557)​(2,063)
Balance, end of year​$21,898​$20,836

At December 31, 2024, the Company had pre-approved but unused lines of credit totaling approximately$8.1 million to related parties.

Note 6. Premises and Equipment

A summary of premises and equipment at December 31, is as follows*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Useful Life · 2024 · 2023
Land and land improvementsIndefinite​$20,973​$21,403
Building and leasehold improvements15-40 years​73,539​71,582
Furniture, fixtures and equipment3-7 years​25,999​24,301
Construction in progress​1,474​2,269
Total, gross​121,985​119,555
Accumulated depreciation​(30,892)​(26,592)
Total, net​$91,093​$92,963

At December 31, 2024 management estimates the cost necessary to complete the construction in progress will be approximately $214 thousand.

Depreciation and amortization expense relating to premises and equipment was $5.2 million, $5.1 million and $4.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Note 7. Goodwill and Intangible Assets

Goodwill and Intangible Assets:

In accordance with FASB ASC 350,* Goodwill and Other*, regarding testing goodwill for impairment provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs its annual goodwill impairment test as of December 31, of each year, and for 2024 the results of the qualitive assessment provided no indication of potential impairment. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.

The Company’s other intangible assets consist of core deposit intangibles, insurance agency customer relationships and insurance agency tradename. They are initially recognized based on a valuation performed as of the consummation date. The core deposit intangible is amortized over the average remaining life of the acquired customer deposits, the insurance agency customer relationships are amortized over 14 years and the tradename is amortized over five years.

The carrying amount of goodwill at December 31, 2024, and 2023, was $96.1 million.

Other intangible assets as of the dates indicated is summarized below*(in thousands)*:

​​​​​​​​​​​​​​
​ · ​ · Core Deposit · Customer Relationships · Tradename · ​ · ​
Amortized other intangible assets: · ​ · Intangibles · ​ · Intangibles · ​ · Intangibles · ​ · Total · ​
December 31, 2024:​​​​​​​​​​​​​
Beginning balance January 1, 2024, gross​$17,470​$5,670​$63​$23,203​
Less: accumulated amortization​​(11,435)​​(3,127)​​(63)​​(14,625)​
Balance, December 31, 2024, other intangible assets, net​$6,035​$2,543​$-​$8,578​
​​​​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​​​​
Beginning balance January 1, 2023, gross​$17,470​$5,670​$63​$23,203​
Less: accumulated amortization​​(9,758)​​(2,379)​​(63)​​(12,200)​
Balance, December 31, 2023, other intangible assets, net​$7,712​$3,291​$-​$11,003​
​​​​​​​​​​​​​​

The aggregate amortization expense for other intangibles assets for the year ended December 31, 2024, was $2.4 million, and for the years ended December 31, 2023, and 2022, was $2.6 million.

The estimated aggregate amortization expense for future periods for other intangible assets is as follows*(in thousands)*:

​​​​
2025$2,256
2026​2,086
2027​1,904
2028​1,139
2029​​669
Thereafter​524
Total​$8,578

Note 8. Deposits

The aggregate amount of time deposits in denominations of $250,000 or more was $302.8 million and $225.7 million at December 31, 2024 and 2023, respectively. At December 31, 2024, the scheduled maturities of time deposits are as follows*(in thousands)*:

​ · ​ · ​ · ​
2025$772,344
2026​48,273
2027​12,917
2028​7,869
2029​3,237
Thereafter​—
Total​$844,640

As of December 31, 2024, and 2023, there was a fair value adjustment of $39 thousand and $106 thousand, respectively, to time deposits as a result of business combinations.

From time to time, the Company engages in deposit transactions with its directors, executive officers and their related interests (collectively referred to as "related parties"). Such deposits are made in the ordinary course of business and on substantially the same terms as those for comparable transactions prevailing at the time and do not present other unfavorable features. The total amount of related party deposits was$70.6 million and$85.0 million at December 31, 2024 and 2023, respectively.

Note 9. Borrowings and Line of Credit

Securities Sold Under Agreements to Repurchase:

Securities sold under repurchase agreements, which are secured borrowings, generally mature withinone tofour days from the transaction date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company monitors the fair value of the underlying securities on a daily basis.

At December 31, 2024 and 2023, the Company had securities sold under agreements to repurchase of $4.1 million and $5.1 million, respectively, with commercial checking customers which were secured by government agency securities. The average balance for 2024 and 2023 was $4.7 million and $5.1 million, respectively. The maximum month-end outstanding balance for 2024 and 2023 was $5.8 million and $6.1 million, respectively. The carrying value of investment securities pledged as collateral under repurchase agreements was $6.5 million and $7.6 million at December 31, 2024 and December 31, 2023, respectively.

Federal Reserve Bank:

The Bank has agreements with the Federal Reserve Bank’s discount window to provide additional funding to the Bank. The Federal Reserve discount window line is collateralized by a pool of commercial real estate loans and commercial and industrial loans.

At December 31, 2024 and 2023, the funding capacity and loans secured for borrowings was as follows*(in thousands)*:

​​​​​​​
​ · ​ · 2024 · ​ · 2023
Maximum funding capacity$427,811​$283,048
Borrowings​—​​—
Additional funding capacity​$427,811​$283,048
Loans secured for borrowings$537,368​$379,827

Federal Home Loan Bank Advances:

The Bank has agreements with the Federal Home Loan Bank of Cincinnati ("FHLB") that can provide advances to the Bank. All of the advances are secured by a blanket lien on qualifying first mortgages on 1-4 family residential and commercial properties and are pledged as collateral for these advances. There wereno securities pledged to FHLB at December 31, 2024 and 2023.

At December 31, 2024 and 2023, the borrowing capacity and loans secured for advances was as follows*(in thousands)*:

​​​​​​​
​ · ​ · 2024 · ​ · 2023
Maximum borrowing capacity$518,559​$573,888
FHLB advances​—​​—
Standby letters of credit​​(211,982)​​(103,982)
Additional borrowing capacity​$306,577​$469,906
Loans secured for advances$822,565​$809,707

The Company hadno FHLB advances as of December 31, 2024 and 2023.

Federal Funds Purchased:

There wereno federal funds purchased as of December 31, 2024, and 2023.

Line of Credit:

The Company has a revolving line of credit for an aggregate amount of $35.0 million at December 31, 2024, with a maturity of February 1, 2025. On January 21, 2025, the maturity date was extended to May 1, 2025. At December 31, 2024, and 2023, $4.0 million and $8.0 million, respectively, was outstanding under the line of credit.

Note 10. Subordinated Debt

On September 28, 2018, the Company issued $40 million of 5.625% fixed-to-floating rate subordinated notes (the "Notes"), which was outstanding as of December 31, 2024 and 2023. Unamortized debt issuance cost was $316 thousand and $401 thousand at December 31, 2024 and 2023, respectively.

The Notes initially bore interest at a rate of 5.625% per annum from and including September 28, 2018, to but excluding October 2, 2023, with interest during this period payable semi-annually in arrears. As of October 2, 2023, to but excluding the maturity date or early redemption date, the interest rate has, with the sunset of the London Inter-bank Offered Rate,

reset quarterly to an annual floating rate equal to three-month Chicago Mercantile Exchange published term Secured Overnight Financing Rate (“SOFR”), plus 281.161 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company, in whole or in part, on or after October 2, 2023, and at any time, in whole but not in part, upon the occurrence of certain events. The Notes have been structured to qualify initially as Tier 2 capital for the Company for regulatory capital purposes and mature on October 2, 2028.

The Notes debt issuance costs totaled $844 thousand and will be amortized through the Notes’ maturity date. Amortization expense totaled $84 thousand for each of the years ended December 31, 2024, 2023 and 2022, respectively.

On September 1, 2021, the Company acquired $2.5 million of subordinated notes (“sub-debt”) from the acquisition of Sevier County Bancshares, Inc. The sub-debt bears interest at a rate of 6.75% per annum until August 14, 2024, with the interest during this period payable semi-annually in arrears. On August 14, 2024, the Company redeemed this sub-debt in whole.

Note 11. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.

Substantially all of the leases in which the Company is the lessee are comprised of real estate for branches and office space with terms extending through 2044. All of our leases are classified as operating leases. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.

The following table represents the consolidated balance sheet classification of the Company’s ROU assets and lease liabilities. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated balance sheet*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Balance Sheet · December 31, · ​ · December 31,
​ · ​ · Location · ​ · 2024 · ​ · 2023
Assets: · ​ · ​ · ​
Operating lease right-of-use assetsOther assets​$11,951​$9,894
Liabilities:​​​
Operating lease liabilitiesOther liabilities​$12,472​$10,303

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options torenew at the Company’s discretion. If at lease inception the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.

As of December 31, 2024, the weighted average remaining lease term was 10.41 years and the weighted average discount rate was 3.53%.

The Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance. The following table represents lease costs and other lease information for the years ended December 31,(in thousands):

​​​​​​​​​​
​ · ​ · Year Ended
​ · ​ · December 31,
​ · ​ · 2024 · ​ · 2023 · ​ · 2022
Lease costs: · ​ · ​ · ​ · ​ · ​ · ​
Operating lease costs​$1,919​$1,687​$1,633
Variable lease costs​88​117​100
Sublease income​​(24)​​—​​—
Net lease cost​$1,983​$1,804​$1,733
Other information:​​​
Cash paid for amounts included in the measurement of lease liabilities:​​​
Operating cash flows from operating leases​$1,810​$1,421​$1,562

Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2024 were as follows*(in thousands)*:

​ · ​ · ​ · ​
​ · Amounts
2025$1,725
2026​1,675
2027​1,469
2028​1,464
2029​1,398
Thereafter​7,650
Total future minimum lease payments​15,381
Amounts representing interest​(2,909)
Present value of net future minimum lease payments​$12,472

Net lease expense for the years ended December 31, 2024, 2023, and 2022, was $2.0 million, $1.8 million and $1.7 million, respectively.

The Company entered intotwo leasing arrangements for branch offices with companies that are wholly owned by a board of director’s immediate family. The Company has determined that these leasing arrangements were considered economically fair and in the best interest of the Company. For the years ended December 31, 2024, 2023, and 2022, the Company paid$165 thousand,$157 thousand and$150 thousand, respectively, for base rent payments.

Note 12. Income Taxes

Income tax expense in the consolidated statements of income for the years ended December 31, 2024, 2023, and 2022, includes the following*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · 2024 · 2023 · ​ · 2022
Current tax expense · ​ · ​ · ​ · ​ · ​
Federal​$8,717​$5,632​$10,412
State​481​692​2,029
Deferred tax expense related to:​​​
Federal​(380)​1,100​(407)
State​500​209​(148)
Total income tax expense​$9,318​$7,633​$11,886

The income tax expense is different from the expected tax expense computed by multiplying income before income tax expense by the statutory income tax rate of 21%. The reasons for this difference are as follows*(in thousands)*:

​​​​​​​​​​
​ · 2024 · 2023 · ​ · 2022
Federal income tax expense computed at the statutory rate​$9,546​$7,607​$11,531
State income taxes, net of federal tax benefit​775​712​1,486
Nondeductible acquisition expenses​—​—​1
Tax-exempt interest​(683)​(419)​(624)
Bank-owned life insurance​​(521)​​(413)​​(389)
Tax benefit from stock options​(26)​(68)​(170)
Other​227​214​51
Total income tax expense​$9,318​$7,633​$11,886

The components of the net deferred tax asset, which are included in Other Assets in the consolidated balance sheets, as of December 31, 2024 and 2023, were as follows*(in thousands)*:

​​​​​​​
​ · 2024 · 2023
Deferred tax assets: · ​ · ​
Allowance for loan losses$9,029​$9,075
Unfunded commitments​​636​​618
Fair value adjustments​1,211​1,584
Unrealized losses on investment securities​7,969​8,514
Unrealized losses on hedges​​274​​508
Other real estate owned​13​9
Deferred compensation​1,758​1,132
Lease liability​3,204​2,667
Federal net operating loss carryforward​3,713​4,024
Other​1,502​1,992
Total deferred tax assets​29,309​30,123
Deferred tax liabilities:​​
Accumulated depreciation​2,384​2,451
Core deposit intangible​1,226​1,774
Right of use asset​3,071​2,561
Other​1,221​1,031
Total deferred tax liabilities​7,902​7,817
Net deferred tax asset​$21,407​$22,306

At December 31, 2024, the Company has a federal net operating loss carryforward recorded of approximately $17.7 million acquired with the acquisition of Sevier County Bancshares, Inc. The net operating loss is subject to Section 382 limitations. The federal net operating loss will begin to expire in 2031. The income tax returns of the Company for 2023, 2022, and 2021 are subject to examination by the federal and state taxing authorities, generally for three years after they were filed.

Note 13. Employee Benefit Plans

401(k) Plan:

The Company provides a deferred salary reduction plan (“Plan”) under Section 401(k) of the Internal Revenue Code covering substantially all employees. After 90 days of service the Company matches 100% of employee contributions up to 3% of compensation and 50% of employee contributions on the next 2% of compensation. The Company’s contribution to the Plan for the years ended December 2024, 2023, and 2022, was $1.9 million, $1.8 million and $1.6 million, respectively.

Equity Incentive Plans:

The Compensation Committee of the Company’s Board of Directors may grant or award eligible participants stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards or any combination of awards (collectively referred to herein as "Rights"). At December 31, 2024, the Company hadone active equity incentive plan available for future grants, the 2015 Stock Incentive Plan, which has 1,595,020 Rights available for future grants or awards.

The Company’s 2015 Stock Incentive Plan has 10,148 Rights issued.

Stock Options:

A summary of the activity in these stock option plans is presented in the following table:

​​​​​​
​ · ​ · ​ · Weighted
​ · ​ · ​ · ​ · Average
​ · ​ · ​ · ​ · Exercisable
​ · ​ · Number · ​ · Price
Outstanding at December 31, 2022​32,045​$12.04
Granted​—​​—
Exercised​(15,705)​​10..47
Forfeited​—​​—
Outstanding at December 31, 2023​16,340​​13.55
Granted​—​​—
Exercised​(6,192)​​11.09
Forfeited​—​​—
Outstanding at December 31, 2024​10,148​​15.05

Information pertaining to options outstanding at December 31, 2024, is as follows:

​​​​​​​​​​​​​​
​ · ​ · ​ · Options Outstanding · ​ · Options Exercisable
​ · ​ · ​ · Weighted- · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Average · ​ · Weighted- · ​ · ​ · ​ · Weighted-
​ · ​ · ​ · ​ · ​ · Remaining · ​ · Average · ​ · ​ · ​ · Average
Exercise · ​ · Number · ​ · Contractual · ​ · Exercise · ​ · Number · ​ · Exercise
Prices · ​ · Outstanding · ​ · Life · ​ · Price · ​ · Exercisable · ​ · Price
$15.0510,1480.75 years​$15.0510,148​$15.05
​​​​​​​​​​​​​​
Outstanding, end of period10,1480.75 years​$15.05​10,148​$15.05

The Company did not recognize any stock option-based compensation expense for the year ended December 31, 2024, 2023 and 2022, respectively, as all stock options are fully vested. As of December 31, 2024, all options were fully vested and currently no future compensation cost will be recognized related to nonvested stock-based compensation arrangements granted under the Plans.

The intrinsic value of options exercised during the year ended December 31, 2024 and 2023 was $69 thousand and $242 thousand, respectively. The aggregate intrinsic value of total options outstanding and exercisable options at December 31, 2024, was $162 thousand. Cash received from options exercised under all share-based payment arrangements for the period ended December 31, 2024, was $68 thousand.

No options vested during the year ended December 31, 2024, and 2023, respectively. The income tax benefit recognized for the exercise of options during the periods ended December 31, 2024, 2023, and 2022 was $14 thousand, $55 thousand, and $209 thousand, respectively.

Restricted Stock Awards:

A summary of the activity of the Company’s unvested restricted stock awards for the year ended December 31, 2024 is presented below:

The following table summarizes activity relating to non-vested restricted stock awards:

​​​​​​
​ · ​ · ​ · Weighted
​ · ​ · ​ · ​ · Average
​ · ​ · ​ · ​ · Grant-Date
​ · ​ · Number · ​ · Fair Value
Outstanding at December 31, 2022​129,836​$19.61
Granted​91,582​​26.13
Exercised​(33,058)​​22.24
Forfeited/expired​(16,590)​​23.31
Outstanding at December 31, 2023​171,770​​22.22
Granted​79,643​​24.04
Exercised​(51,655)​​21.78
Forfeited/expired​(3,899)​​24.90
Outstanding at December 31, 2024​195,859​​23.02

The Company measures the fair value of restricted stock awards based on the price of the Company’s common stock on the grant date, and compensation expense is recorded over the vesting period. The compensation expense for restricted

stock awards during the years ended December 31, 2024, 2023 and 2022, was $1.6 million, $1.4 million, and $1.3 million, respectively. As of December 31, 2024, there was $1.8 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan. The cost is expected to be recognized over a weighted average period of 1.89 years. The grant-date fair value of restricted stock awards vested was $1.1 million for the year ended December 31, 2024.

Stock Appreciation Rights ("SARs"):

When SARs are issued, they are assigned an exercisable price based on the closing stock price on the date of grant. The SARs are recorded at fair market value and adjusted through salaries and employee benefits expense. The SAR’s will be settled through cash based on the difference of Company’s closing stock price on exercise date and original grant date stock price. SARs compensation expense of $25 thousand, ($70) thousand and $93 thousand was recognized for the years ended December 31, 2024, 2023, and 2022, respectively. The credit adjustment for the year ended December 31, 2023, is related to the fair value evaluation of SARs.

A summary of the status of SARs plans is presented in the following table:

​​​​​​
​ · ​ · ​ · ​ · Weighted
​ · ​ · ​ · ​ · Average
​ · Number · Exercisable Price
Outstanding at December 31, 2022​36,000​$18.25
Granted​—​​—
Exercised​(16,000)​​15.19
Forfeited/Expired​—​​—
Outstanding at December 31, 2023​20,000​​20.70
Granted​—​​—
Exercised​(20,000)​​20.70
Forfeited/Expired​—​​—
Outstanding at December 31, 2024​—​$—

As of December 31, 2024, all SARs have been exercised, andnone are outstanding.

Note 14. Commitments and Contingent Liabilities

Commitments:

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing and depository needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets. The majority of all commitments to extend credit are variable rate instruments while the standby letters of credit are primarily fixed rate instruments. The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

A summary of the Company's total contractual amount for all off-balance sheet commitments for the years ended December 31, 2024 and 2023, are as follows*(in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​December 31,​December 31,
​​2024​2023
Commitments to extend credit$828,755​$716,951
Standby letters of credit​23,246​7,611

At December 31, 2024, and 2023, the allowance for these off-balance sheet commitments, included in other liabilities in the consolidated balance sheet, was $2.5 million and $2.4 million, respectively. The expense (credit) related to the allowance for off-balance sheet commitments during the years ended December 31, 2024, 2023 and 2022, was $87 thousand, ($725) thousand and $15 thousand, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. 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 amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties.

Standby letters of credit issued by the Company are conditional commitments to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral held varies and is required in instances which the Company deems necessary. At December 31, 2024 and 2023, the carrying amount of liabilities related to the Company’s obligation to perform under standby letters of credit was insignificant. The Company has not been required to perform on any standby letters of credit, and the Company has not incurred any losses on standby letters of credit for the years ended December 31, 2024, 2023 and 2022.

Contingent Liabilities:

The Company is subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company will be material to the Company’s consolidated financial position. On an on-going basis, the Company assesses any potential liabilities or contingencies in connection with such legal proceedings. For those matters where it is deemed probable that the Company will incur losses and the amount of the losses can be reasonably estimated, the Company would record an expense and corresponding liability in its consolidated financial statements.

Note 15. Regulatory Matters

Regulatory Capital Requirements:

The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015. In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the new rules a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of common equity Tier 1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). As of January 1, 2019, an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets is required for compliance with the capital conservation buffer. The ratios for the Company and the Bank are currently sufficient to satisfy the fully phased-in conservation buffer. At December 31, 2024, the Company and the Bank exceeded the minimum regulatory requirements and exceeded the threshold for the "well capitalized" regulatory classification.

Regulatory Restrictions on Dividends:

Pursuant to Tennessee banking law, the Bank may not, without the prior consent of the Commissioner of the Tennessee Department of Financial Institutions (the “TDFI”), pay any dividends to the Company in a calendar year in excess of the total of the Bank’s retained net income for that year plus the retained net income for the preceding two years. Because this test involves a measure of net income, any charge on the Bank’s income statement, such as an impairment of goodwill, could impair the Bank’s ability to pay dividends to the Company. Under Tennessee corporate law, the Company is not permitted to pay dividends if, after giving effect to such payment, it would not be able to pay its debts as they become due in the usual course of business or its total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if it were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, the Company’s board of directors must consider its and the Bank’s current and prospective capital, liquidity,

and other needs. In addition to state law limitations on the Company’s ability to pay dividends, the Federal Reserve imposes limitations on the Company’s ability to pay dividends. Federal Reserve regulations limit dividends, stock repurchases and discretionary bonuses to executive officers if the Company’s regulatory capital is below the level of regulatory minimums plus the applicable capital conservation buffer.

During the years ended December 31, 2024 and 2023, the Bank paid $22.5 million and $10 million in dividends to the Company. Since the fourth quarter of 2019, the Company has paid a quarterly common stock dividend. During the years ended December 31, 2024, and 2023, the Company paid a quarterly common stock dividend of $0.08 in each year, respectively. The amount and timing of all future dividend payments by the Company, if any, is subject to discretion of the Company’s board of directors and will depend on the Company’s earnings, capital position, financial condition and other factors, including new regulatory capital requirements, as they become known to the Company.

Regulatory Capital Levels:

Actual and required capital levels at December 31, 2024 and 2023 are presented below*(dollars in thousands)*:

​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Minimum to be · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · well · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · capitalized under · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · Minimum for · ​ · prompt · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · capital · ​ · corrective action · ​
​ · ​ · ​ · Actual · ​ · adequacy purposes · ​ · provisions1 · ​
​ · Amount · Ratio · Amount · Ratio · Amount · Ratio · ​
December 31, 2024​​​​​​​​​​​​​​​​
SmartFinancial:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$470,63511.10%$339,0448.00%​N/AN/A​
Tier 1 Capital (to Risk Weighted Assets)​413,6169.76%254,2836.00%​N/AN/A​
Common Equity Tier 1 Capital (to Risk Weighted Assets)​413,6169.76%190,7124.50%​N/AN/A​
Tier 1 Capital (to Average Assets)2​413,6168.29%199,5854.00%​N/AN/A​
​​​​​​​​​​​​​​​​​
SmartBank:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$478,36811.30%$338,7748.00%$423,46710.00%
Tier 1 Capital (to Risk Weighted Assets)​445,15910.51%254,0806.00%338,7748.00%
Common Equity Tier 1 Capital (to Risk Weighted Assets)​445,15910.51%190,5604.50%275,2536.50%
Tier 1 Capital (to Average Assets)2​445,1598.94%199,2144.00%249,0175.00%
​​​​​​​​​​​​​​​​​
December 31, 2023​​​​​​​​​​​​​​​​
SmartFinancial:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$448,05011.80%$303,6588.00%N/AN/A​
Tier 1 Capital (to Risk Weighted Assets)​385,79510.16%227,7446.00%N/AN/A​
Common Equity Tier 1 Capital (to Risk Weighted Assets)​385,79510.16%170,8084.50%N/AN/A​
Tier 1 Capital (to Average Assets)​385,7958.27%186,6724.00%N/AN/A​
​​​​​​​​​​​​​​​​​
SmartBank:​​​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​$456,13412.02%$303,6808.00%$379,60010.00%
Tier 1 Capital (to Risk Weighted Assets)​427,55911.26%227,7606.00%303,6808.00%
Common Equity Tier 1 Capital (to Risk Weighted Assets)​427,55911.26%170,8204.50%246,7406.50%
Tier 1 Capital (to Average Assets)​427,5599.18%186,3634.00%232,9545.00%
1The prompt corrective action provisions are applicable at the Bank level only.
2Average assets for the above calculations were based on the most recent quarter.

Note 16. Concentrations of Credit Risk

The Company originates primarily commercial, residential, and consumer loans to customers in East and Middle Tennessee, Alabama, and Florida. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy in these areas.

Seventy-eight percent of the Company’s loan portfolio is concentrated in loans secured by real estate, of which a substantial portion is secured by real estate in the Company’s primary market areas. Commercial real estate, including commercial construction loans, represented 56% of the loan portfolio at December 31, 2024, and 2023, respectively. Accordingly, the ultimate collectability of the loan portfolio and recovery of the carrying amount of other real estate owned is susceptible to changes in real estate conditions in the Company’s primary market areas. The other concentrations of credit by type of loan are set forth in Note 5.

Note 17. Fair Value of Assets and Liabilities

Determination of Fair Value:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurements and Disclosures” ASC Topic 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact business at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy:

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

Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is

determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

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

The following methodologies were used by the Company in estimating fair value disclosures for financial instruments:

Securities available-for-sale: The fair value of U.S. Treasury, U.S. Government-sponsored enterprises, municipal securities, other debt securities and mortgage-backed securities, is estimated using a third party pricing service. The third party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models that use a variety of inputs, such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2.

Derivative financial instruments - The fair value for derivative financial instruments and interest rate swap agreements is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters. The derivative financial instruments are generally classified as Level 2.

Recurring Measurements of Fair Value:

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis are as follows*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · ​ · Quoted Prices in · Significant · Significant
​ · ​ · ​ · ​ · ​ · Active Markets · ​ · Other · ​ · Other
​ · ​ · ​ · ​ · ​ · for Identical · ​ · Observable · ​ · Unobservable
​ · ​ · ​ · ​ · ​ · Assets · ​ · Inputs · ​ · Inputs
Description · ​ · Fair Value · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
December 31, 2024: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Assets: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Securities available-for-sale: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
U.S. Treasury​$76,226​$—​$76,226​$—
U.S. Government-sponsored enterprises (GSEs)​​39,188​​—​​39,188​​—
Municipal securities​17,690​—​17,690​—
Other debt securities​39,435​—​39,435​—
Mortgage-backed securities (GSEs)​309,789​—​309,789​—
Total securities available-for-sale​​482,328​​—​​482,328​​—
​​​​​​​​​​​​​
Derivative financial instruments and interest rate swap agreements​​12,135​​—​​12,135​​—
Total assets at fair value​$494,463​$—​$494,463​$—
​​​​​​​​​​​​​
Liabilities:​​​​​​​​​​
Derivative financial instruments and interest rate swap agreements​$13,198​$—​$13,198​$—
​​​​​​​​​​​​​
December 31, 2023:​​​​
Assets:​​​​
Securities available-for-sale:​​​​
U.S. Treasury​$76,033​$—​$76,033​$—
U.S. Government-sponsored enterprises (GSEs)​​48,093​​—​​48,093​​—
Municipal securities​18,276​—​18,276​—
Other debt securities​33,069​—​33,069​—
Mortgage-backed securities (GSEs)​232,939​—​232,939​—
Total securities available-for-sale​​408,410​​—​​408,410​​—
​​​​​​​​​​​​​
Derivative financial instruments and interest rate swap agreements​​12,821​​—​​12,821​​—
Total assets at fair value​$421,231​$—​$421,231​$—
​​​​​​​​​​​​​
Liabilities:​​​​
Derivative financial instruments and interest rate swap agreements​$14,807​$—​$14,807​$—

The Company has no assets or liabilities whose fair values are measured on a recurring basis using Level 3 inputs. Additionally, during the years ended December 31, 2024, and 2023, there were no transfers between Level 1 and Level 2 in the fair value hierarchy.

Assets Measured at Fair Value on a Nonrecurring Basis:

Under certain circumstances management makes adjustments to fair value for assets and liabilities although they are not measured at fair value on an ongoing basis. The following tables present the financial instruments carried on the consolidated balance sheets by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · ​ · Quoted Prices in · Significant · Significant
​ · ​ · ​ · ​ · ​ · Active Markets · ​ · Other · ​ · Other
​ · ​ · ​ · ​ · ​ · for Identical · ​ · Observable · ​ · Unobservable
​ · ​ · ​ · ​ · ​ · Assets · ​ · Inputs · ​ · Inputs
​ · ​ · Fair Value · ​ · (Level 1) · ​ · (Level 2) · ​ · (Level 3)
December 31, 2024: · ​ · ​ · ​ · ​
Collateral-dependent loans​$1,813​$—​$—​$1,813
​​​​​​​​​​​​​
December 31, 2023:​​​​
Collateral-dependent loans​$1,295​$—​$—​$1,295
Other real estate owned​279​—​—​279

For Level 3 assets measured at fair value on a non-recurring basis, the significant unobservable inputs used in the fair value measurements are presented below*(dollars in thousands)*:

​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Weighted · ​
​​​​​Valuation​Significant Other​Average of​
​ · ​ · Fair Value · ​ · Technique · ​ · Unobservable Input · ​ · Input · ​
December 31, 2024:​​​​​​​​​​
Collateral-dependent loans​$1,813AppraisalAppraisal discounts68%
​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​
Collateral-dependent loans​$1,295AppraisalAppraisal discounts73%
Other real estate owned​279AppraisalAppraisal discounts33%

Collateral dependent loans: A collateral dependent loan is measured based on the fair value of the collateral securing these loans, less selling costs. Collateral dependent loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. The Company determines the value of the collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors discussed above. The amount of valuation allowance on collateral dependent loans was $3.9 million and $3.5 million as of December 31, 2024, and 2023, respectively.

Other real estate owned: Other real estate owned, consisting of properties obtained through foreclosure or in satisfaction of loans, are initially recorded at fair value less estimated costs to sell upon transfer of the loans to other real estate. Subsequently, other real estate is carried at the lower of carrying value or fair value less costs to sell. Fair values are generally based on third party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The

appraisals are sometimes further discounted based on management’s historical knowledge, and/or changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts are typically significant unobservable inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less estimated costs to sell, a loss is recognized in noninterest expense.

Carrying value and estimated fair value:

The carrying amount and estimated fair value of the Company’s financial instruments are as follows*(in thousands)*:

​​​​​​​​​​​​​​​​
​ · ​ · Fair Value Measurements Using
​ · Carrying · ​ · ​ · ​ · ​ · ​ · ​ · Estimated
​ · ​ · Amount · ​ · Level 1 · ​ · Level 2 · ​ · Level 3 · ​ · Fair Value
December 31, 2024:​​​​​​​​​​​​​​​
Assets: · ​ · ​ · ​ · ​ · ​
Cash and cash equivalents​$387,570$387,570$—$—​$387,570
Securities available-for-sale​482,328​—​482,328​—​482,328
Securities held-to-maturity​​126,659​​—​​108,080​​—​​108,080
Other investments​14,740​N/A​N/A​N/A​N/A
Loans and leases, net and loans held for sale​3,874,913​—​—​3,768,452​3,768,452
Derivative financial instruments and interest rate swap agreements​​12,135​​—​​12,135​​—​​12,135
​​​​​​​​​​​​​​​​
Liabilities:​​​​​​
Noninterest-bearing demand deposits​965,552​—​965,552​—​965,552
Interest-bearing demand deposits​836,731​—​836,731​—​836,731
Money market and savings deposits​2,039,560​—​2,039,560​—​2,039,560
Time deposits​844,640​—​844,694​—​844,694
Borrowings​​8,135​​—​​8,135​​—​​8,135
Subordinated debt​39,684​—​—​38,043​38,043
Derivative financial instruments and interest rate swap agreements​13,198​—​13,198​—​13,198
​​​​​​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​
Assets:​​​​​
Cash and cash equivalents​$352,271$352,271$—$—​$352,271
Securities available-for-sale​408,410​—​408,410​—​408,410
Securities held-to-maturity​​281,236​​—​​262,538​​​​​262,538
Other investments​13,662​N/A​N/A​N/A​N/A
Loans and leases, net and loans held for sale​3,413,814​—​—​3,308,980​3,308,980
Derivative financial instruments and interest rate swap agreements​​12,821​​—​​12,821​​—​​12,821
​​​​​​​​​​​​​​​​
Liabilities:​​​​​​
Noninterest-bearing demand deposits​898,044​—​898,044​—​898,044
Interest-bearing demand deposits​1,006,915​—​1,006,915​—​1,006,915
Money market and savings deposits​1,812,427​—​1,812,427​—​1,812,427
Time deposits​550,468​—​548,397​—​548,397
Borrowings​​13,078​​—​​13,078​​—​​13,078
Subordinated debt​42,099​—​—​39,822​39,822
Derivative financial instruments and interest rate swap agreements​14,807​—​14,807​—​14,807

Limitations:

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Note 18. Derivatives Financial Instruments

Derivatives designated as fair value hedges:

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative net investment hedge instrument as well as the offsetting gain or loss on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. The Company utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of certain fixed rate securities designated as available-for-sale. The hedging strategy converts the fixed interest rates to SOFR-based variable interest rates. These derivatives are designated as partial term hedges covering specified periods of time prior to the maturity date of the hedged securities.

A summary of the Company’s fair value hedge relationships for the periods presented are as follows*(dollars in thousands)*:

​​​​​​​​​​​​​​​
​ · ​ · Weighted · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Average · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Balance · ​ · Remaining · ​ · Weighted · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Sheet · ​ · Maturity · ​ · Average · ​ · Receive · ​ · Notional · ​ · Estimated
Asset/Liability derivatives · ​ · Location · ​ · (In Years) · ​ · Pay Rate · ​ · Rate · ​ · Amount · ​ · Fair Value
December 31, 2024:​​​​​​​​​​​​​​
Interest rate swap agreements - securities​Other liabilities1.704.31%SOFR​$51,507$(224)
​​​​​​​​​​​​​​
December 31, 2023:​​​​​​​​​​​​​​
Interest rate swap agreements - securitiesOther liabilities3.404.25%SOFR​$27,050$(536)

The effects of the Company’s fair value hedge relationships reported in interest income on taxable and tax-exempt AFS securities on the consolidated income statement were as follows*(in thousands)*:

​​​​​​​​​​​
​ · ​ · ​ · Year Ended
​ · ​ · ​ · December 31,
​ · 2024 · ​ · ​ · 2023 · ​ · 2022
Interest income on taxable securities$19,750​​$16,635​$—
Effects of fair value hedge relationships​401​​30​—
Reported interest income on taxable securities​$20,151​​$16,665​$—
​​​​​​​​​​​
​​​Year Ended
​​​December 31,
​​2024​​2023​2022
Interest income on tax-exempt AFS securities​$—​​$—​$1,550
Effects of fair value hedge relationships​—​​—​(336)
Reported interest income on tax-exempt AFS securities​$—​​$—​$1,214
​​​​​​​
​ · ​ · Year Ended
​ · ​ · December 31,
Gain (loss) on fair value hedging relationship · ​ · 2024 · ​ · 2023
Interest rate swap agreements - securities: · ​ · ​ · ​
Hedged items​$(224)​$(536)
Derivative designated as hedging instruments​​224​​536
Carry amount of hedged assets - mortgage-backed securities​​43,105​​24,736

Derivatives Designated as Cash Flow Hedges:

The Company enters into interest rate derivative contracts on assets and liabilities that are designated as qualifying cash flow hedges. The Company hedges the exposure to variability in expected future cash flows attributable to changes in contractual specified interest rates. To qualify for hedge accounting, a formal assessment is prepared to determine whether the hedging relationship, both at inception and on an ongoing basis, is expected to be highly effective in offsetting cash flows attributable to the hedged risk. At inception, a statistical regression analysis is prepared to determine hedge effectiveness. At each reporting period thereafter, a statistical regression or qualitative analysis is performed. If it is determined that hedge effectiveness has not been or will not continue to be highly effective, then hedge accounting ceases and any gain or loss in accumulated other comprehensive income (“AOCI”) is recognized in earnings immediately. The cash flow hedges are recorded at fair value in other assets and liabilities on the consolidated balance sheets with changes in fair value recorded in AOCI, net of tax, see –Consolidated Statements of Comprehensive Income (Loss). Amounts recorded to AOCI are reclassified into earnings in the same period in which the hedged asset or liability affects earnings and are presented in the same income statement line item as the earnings effect of the hedged asset or liability, as future interest payments are made on the underlying assets. At December 31, 2024, the Company estimates that in the next 12 months an additional $8 thousand will be reclassified as a decrease in interest income and $280 thousand will be reclassified as an increase in interest expense.

At December 31, 2024 and 2023, respectively, cash flow hedges are as follows*(in thousands)*:

​​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2024 · ​ · December 31, 2023
​ · ​ · Balance Sheet · ​ · Notional · ​ · Estimated · ​ · Balance Sheet · ​ · Notional · ​ · Estimated
​ · ​ · Location · ​ · Amount · ​ · Fair Value · ​ · Location · ​ · Amount · ​ · Fair Value
Cash flow hedges:​​​​​​​​​​​​​​​​
Assets​Other liabilities​$100,000​$(559)​Other liabilities​$100,000​$(556)
Liabilities​Other liabilities​​150,000​​(280)​Other liabilities​​150,000​​(881)
Liabilities​Other assets​​-​​-​Other assets​​25,000​​7

The following table presents the effect of fair value and cash flow hedge accounting on AOCI* (in thousands)*:

​​​​​​​​​
Derivatives in cash flow hedging relationships:​​Amount of Gain (Loss) Recognized on OCI on Derivative​Location of Gain or (Loss) Recognized from AOCI into Income​​Amount of Gain or (Loss) Reclassified from AOCI into Income
Year ended December 31, 2024​​​​​​​​
Interest rate swaps - Assets​$3​Interest income​$(681)
Interest rate swaps - Liabilities​​(594)​Interest expense​​679
​​​​​​​​​
Year ended December 31, 2023​​​​​​​​
Interest rate swaps - Assets​$(556)​Interest income​$(480)
Interest rate swaps - Liabilities​​(874)​Interest expense​​411
​​​​​​​​​
Year ended December 31, 2022​​​​​​​​
Interest rate swaps - Assets​$—​Interest income​$—
Interest rate swaps - Liabilities​​(1,304)​Interest expense​​—

The following table presents the effect of fair value and cash flow hedge accounting on the income statement*(in thousands)*:

​​​​​​​​​​
​ · ​ · Year Ended
​ · ​ · December 31,
​ · ​ · 2024 · ​ · 2023 · ​ · 2022
Total interest income​$251,800​$218,523​$—
Effects of cash flow hedge relationships​(681)​(480)​—
Reported total interest income​$251,119​$218,043​$—
​​​​​​​​​​
Total interest expense​$114,448​$88,374​$—
Effects of cash flow hedge relationships​(679)​(411)​—
Reported total interest expense​$113,769​$87,963​$—

Non-hedged derivatives:

The Company provides a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. An identical offsetting swap is entered into by the Company with a dealer bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. Since the income statement impact of the offsetting positions are limited, any changes in fair value are recognized as other noninterest income in the current period.

At December 31, 2024, and 2023, respectively, interest rate swaps related to the Company’s loan hedging program that were outstanding are presented in the following table*(in thousands)*:

​​​​​​​​​​​​​
​ · ​ · December 31, 2024 · ​ · December 31, 2023
​​​Notional​​Estimated​​Notional​​Estimated
​​​Amount​​Fair Value​​Amount​​Fair Value
Interest rate swap agreements:​​​​​​​​​​​​
Assets​$393,268​$12,135​$294,133​$12,813
Liabilities​​393,268​​(12,135)​​294,133​​(12,813)

The Company establishes limits and monitors exposures for customer swap positions. Any fees received to enter the swap agreements at inception are recognized in earnings when received and is included in noninterest income. Such fees were as follows* (in thousands)*:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Year Ended
​ · ​ · December 31,
​​2024​2023​2022
Interest rate swap agreements​$1,843​$1,421​$2,162

Collateral requirements:

These derivative rate contracts have collateral requirements, both at inception of the trade and as the value of each derivative position changes. At December 31, 2024 and 2023, respectively, collateral totaling $150 thousand and $390 thousand, respectively, was pledged to the derivative counterparties to comply with collateral requirements.

Note 19. Segment Information

The Company, through the Bank, provides a broad range of financial services to individuals and companies through its offices in East and Middle Tennessee, Alabama and Florida. These services include, but not limited to, primary deposit products are interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans. The Company’s operations are managed, and financial performance is evaluated on an organization-wide basis. Accordingly, the Company’s banking and finance operations are not considered by management to constitute more thanone reportable operating segment. This single segment is the General Banking Unit.

The Company’s chief operating decision maker (“CODM”) is the Executive Committee. The CODM includes the senior executive management team including the Chief Executive Officer, Chief Financial Officer, Chief Credit Officer, Chief Accounting Officer, Chief People Officer, Chief Risk Officer, and Chief Banking Officer.

The CODM assesses performance of the General Banking Unit using a variety of figures, metrics and key performance indicators. However, the CODM primarily utilizes net income and net interest income to make business decisions. The CODM monitors these profitability measures at each meeting, and is regularly featured in various investor presentations, earnings releases, and other internal management reports. These performance and profitability measures influence business decisions and allocation of resources within the General Banking Unit.

The table below provides information about the General Banking Unit. The most significant expenses to the General Banking Unit are deposit and other borrowing interest expense as well as employee compensation*(in thousands)*:

​​​​​​​​​​
​ · ​ · Banking Segment
​ · ​ · Year Ended December 31,
​ · ​ · 2024 · ​ · 2023 · ​ · 2022
Interest income​$251,119​$218,043​$158,834
Interest expense​​113,769​​87,963​​21,333
Net interest income​​137,350​​130,080​​137,501
Provision for credit losses​​5,153​​3,029​​4,018
Net interest income after provision for credit losses​​132,197​​127,051​​133,483
Noninterest income:​​​​​​​​​
Service charges on deposit accounts​​6,862​​6,511​​5,853
Loss on sale of securities​​64​​(6,801)​​144
Mortgage banking​​1,579​​1,040​​1,552
Investment services​​5,945​​5,105​​4,144
Insurance commissions​​5,696​​4,684​​3,595
Interchange and debit card transaction fees, net​​5,277​​5,457​​5,435
Other​​8,729​​6,329​​6,992
Total noninterest income​​34,152​​22,325​​27,715
Noninterest expense:​​​​​​​​​
Salaries and employee benefits​​72,100​​65,749​​63,420
Occupancy and equipment​​13,617​​13,451​​12,034
FDIC insurance​​3,390​​3,156​​2,672
Other real estate and loan related expense​​2,823​​2,397​​2,446
Advertising and marketing​​1,321​​1,342​​1,293
Data processing and technology​​9,930​​9,235​​7,283
Professional services​​4,207​​3,443​​3,790
Amortization of intangibles​​2,425​​2,624​​2,607
Merger related and restructuring expenses​​—​​110​​562
Other​​11,077​​11,643​​10,183
Total noninterest expense​​120,890​​113,150​​106,290
Income before income tax expense​​45,459​​36,226​​54,908
Income tax expense​​9,318​​7,633​​11,886
Net income​$36,141​$28,593​$43,022

Note 20. Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive income (loss), net of tax, were as follows*(in thousands)*:

​​​​​​​​​​​​​​​​
​ · ​ · Year Ended December 31, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accumulated
​ · ​ · Securities · ​ · Securities · ​ · Fair Value · ​ · ​ · ​ · Other
​ · ​ · Available-for- · ​ · Transferred to · ​ · Municipal · ​ · Cash Flow · ​ · Comprehensive
​ · Sale · Held-to-Maturity · Security Hedges · Hedges · Income (Loss)
Beginning balance, December 31, 2023$(23,818)​$(632)​$(397)​$(1,060)​$(25,907)
​​​​​​​​​​​​​​​
Other comprehensive income (loss)​1,515​​—​528​​438​2,481
Reclassification of amounts included in net income​(47)​​98​(297)​​1​(245)
Net other comprehensive income (loss) during period​1,468​​98​231​439​2,236
​​​​​​​​​​​​​​​​
Ending balance, December 31, 2024​$(22,350)​$(534)​$(166)​$(621)​$(23,671)
​​​​​​​​​​​​​​​​
​​Year Ended December 31, 2023
​​​​​​​​​​​Accumulated
​​Securities​Securities​Fair Value​​​Other
​​Available-for-​Transferred to​Municipal​Cash Flow​Comprehensive
​SaleHeld-to-MaturitySecurity HedgesHedgesIncome (Loss)
Beginning balance, December 31, 2022​$(33,616)​$(742)​$—​$(966)​$(35,324)
​​​​​​​​​​​​​​​​
Other comprehensive income (loss)​4,754​​—​(397)​​(145)​4,212
Reclassification of amounts included in net income​5,044​​110​—​​51​5,205
Net other comprehensive income (loss) during period​9,798​​110​(397)​(94)​9,417
​​​​​​​​​​​​​​​​
Ending balance, December 31, 2023​$(23,818)​$(632)​$(397)​$(1,060)​$(25,907)
​​​​​​​​​​​​​​​​
​​Year Ended December 31, 2022
​​​​​​​​​​​Accumulated
​​Securities​Securities​Fair Value​​​Other
​​Available-for-​Transferred to​Municipal​Cash Flow​Comprehensive
​SaleHeld-to-MaturitySecurity HedgesHedgesIncome (Loss)
Beginning balance, December 31, 2021​$25​$665​$753​$—​$1,443
​​​​​​​​​​​​​​​​
Other comprehensive income (loss)​(34,231)​​(1,490)​(56)​​(966)​(36,743)
Reclassification of amounts included in net income​590​​83​(697)​​—​(24)
Net other comprehensive income (loss) during period​(33,641)​​(1,407)​(753)​(966)​(36,767)
​​​​​​​​​​​​​​​​
Ending balance, December 31, 2022​$(33,616)​$(742)​$—​$(966)​$(35,324)

Note 21. Condensed Parent Information

CONDENSED BALANCE SHEETS

December 31, 2024 and 2023

​​​​​​​
​ · 2024 · 2023
ASSETS: · ​ · ​
Cash​$3,064​$1,522
Investment in subsidiary​522,891​501,650
Other assets​9,482​7,890
​​​​​​​
Total assets​$535,437​$511,062
​​​​​​​
LIABILITIES AND SHAREHOLDERS’ EQUITY:​​
Other liabilities​$405​$1,077
Borrowings​​4,000​​8,000
Subordinated debt​39,684​42,099
​​​​​​​
Total liabilities​44,089​51,176
​​​​​​​
Shareholders’ equity​491,348​459,886
​​​​​​​
Total liabilities and shareholders’ equity​$535,437​$511,062

CONDENSED STATEMENTS OF INCOME

Years ended December 31, 2024, 2023 and 2022

​​​​​​​​​​
​ · 2024 · 2023 · ​ · 2022
INCOME:​​​​​​​​​
Dividends from SmartBank​$22,500​$10,000​$—
Interest income​​9​​—​​—
Other income​—​—​—
Total income​22,509​10,000​—
​​​​​​​​​​
EXPENSES:​​​
Interest expense​3,924​3,597​2,962
Other operating expenses​1,029​937​1,017
Total expense​4,953​4,534​3,979
​​​​​​​​​​
Income (loss) before equity in undistributed earnings of subsidiaries and income tax benefit​17,556​5,466​(3,979)
Income tax benefit​1,207​1,059​728
Income (loss) before equity in undistributed net income of subsidiaries​18,763​6,525​(3,251)
Equity in undistributed earnings of subsidiaries​17,378​22,068​46,273
Net income​$36,141​$28,593​$43,022
Comprehensive income (loss)​$38,377​$38,010​$6,255

STATEMENTS OF CASH FLOWS

​​​​​​​​​​
​ · 2024 · 2023 · ​ · 2022
Cash flows from operating activities: · ​ · ​ · ​ · ​
Net income​$36,141​$28,593​$43,022
Adjustments to reconcile net income to net cash (used in) provided by operating activities:​​​
Equity in undistributed income of subsidiary​(17,378)​(22,068)​(46,273)
Other assets​(1,591)​(1,726)​(544)
Other liabilities​(586)​340​(1,915)
Net cash provided by (used in) operating activities​16,586​5,139​(5,710)
​​​​​​​​​​
Cash flows from investing activities:​​​
Net cash provided by (used in) investing activities​—​—​—
​​​​​​​​​​
Cash flows from financing activities:​​​
Issuance of common stock​68​165​397
Restricted shares withheld for taxes​​(223)​​(57)​​(206)
Proceeds from other borrowings​​2,000​​—​​5,000
Repayment borrowings​​(8,500)​​(4,500)​​—
Cash dividends paid​(5,422)​(5,427)​(4,724)
Repurchase of common stock​​(2,967)​​—​​—
Net cash (used in) provided by financing activities​(15,044)​(9,819)​467
​​​​​​​​​​
Net change in cash and cash equivalents​1,542​(4,680)​(5,243)
​​​​​​​​​​
Cash and cash equivalents, beginning of year​1,522​6,202​11,445
​​​​​​​​​​
Cash and cash equivalents, end of period​$3,064​$1,522​$6,202
ContentsView on SEC.gov

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