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Community West Bancshares

For the period ended Dec 31, 2025. Filed Mar 11, 2026.

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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.

FY2025 · Filed Mar 11, 2026

CWBC$25.97-0.3%Stored close · as of Nov 6, 2026
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Note

  1. INVESTMENT SECURITIES

The following tables summarize the amortized cost and fair value of securities available-for-sale and securities held-for-maturity at December 31, 2025 and 2024 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and the allowance for credit losses on held-to-maturity securities (in thousands):

AmortizedCostGross UnrealizedGainsGross UnrealizedLossesEstimatedFair ValueAllowance for Credit Losses
Available-for-Sale Securities
Debt Securities:
U.S. Treasury securities$9,996$—$(487)$9,509$—
U.S. Government agencies66—(3)63—
Obligations of states and political subdivisions180,3955(14,439)165,961—
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations67,58894(2,985)64,697—
Private label mortgage and asset backed securities250,57561(21,967)228,669—
Corporate debt securities46348—511—
$509,083$208$(39,881)$469,410$—
December 31, 2025
AmortizedCostGross UnrealizedGainsGross UnrealizedLossesEstimatedFair ValueAllowance for Credit Losses
Held to Maturity Securities
Debt Securities:
Obligations of states and political subdivisions$192,308$55$(13,595)$178,768$20
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,443—(1,632)9,811—
Private label mortgage and asset backed securities51,397—(3,282)48,11525
Corporate debt securities32,40959(1,513)30,955395
$287,557$114$(20,022)$267,649$440
AmortizedCostGross Unrealized GainsGross UnrealizedLossesEstimated Fair ValueAllowance for Credit Losses
Available-for-Sale Securities
Debt Securities:
U.S. Treasury securities$9,994$—$(936)$9,058$—
U.S. Government agencies70—(5)65—
Obligations of states and political subdivisions183,766—(19,126)164,640—
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations76,7328(4,438)72,302—
Private label mortgage and asset backed securities265,3026(34,753)230,555—
Corporate debt securities47023—493
`$536,334$37$(59,258)$477,113$—
AmortizedCostGross UnrealizedGainsGross UnrealizedLossesEstimatedFair ValueAllowance for Credit Losses
Held to Maturity Securities
Debt Securities:
Obligations of states and political subdivisions192,156$54$(17,392)$174,818$12
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,095—(2,100)8,995—
Private label mortgage and asset backed securities53,066—(5,633)47,4338
Corporate debt securities46,198—(2,876)43,3221,136
$302,515$54$(28,001)$274,568$1,156

Proceeds and gross realized (losses)/gains on investment securities for the years ended December 31, 2025, 2024, and 2023 are shown below (in thousands):

Years Ended December 31,
202520242023
Available-for-Sale Securities
Proceeds from sales or calls$500$64,230$26,361
Gross realized gains from sales or calls$—$—$—
Gross realized losses from sales or calls$(41)$(4,199)$(907)

During the second quarter of 2022, the Company re-designated certain securities previously classified as available-for-sale to the held-to-maturity classification. The securities re-designated consisted of obligations of states and political subdivision securities, U.S. Government sponsored entity and agency securities collateralized by residential mortgage obligations, private label mortgage and asset backed securities, and corporate debt securities with a total carrying value of $306.7 million at April 1, 2022. At the time of re-designation, the securities included $25.3 million of pretax unrealized losses in other comprehensive income; which is being amortized over the remaining life of the securities in a manner consistent with the amortization of a premium or discount. As of December 31, 2025, the balance of pretax unrealized losses in other comprehensive income remaining related to these transferred securities was $16.6 million.

As market interest rates or risks associated with an avail able-for-sale security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company.

Losses recognized in 2025 were a result of called securities. Losses recognized in 2024 and 2023 were incurred in order to strategically reposition the investment securities portfolio based on the current rate environment. The securities sold at a loss were acquired when the rate environment was not as volatile. The securities sold were primarily purchased to serve a purpose in the rate environment in which the securities were purchased. The Company addressed risks in the security portfolio by selling these securities and using the proceeds to fund loan growth and enhance on-balance sheet liquidity.

The provision for income taxes includes $12,000, $1,241,000, and $268,000 income tax benefit from the reclassification of unrealized net losses on available-for-sale securities to realized net losses on available-for-sale securities for the years ended December 31, 2025, 2024, and 2023, respectively.

The amortized cost and estimated fair value of available-for-sale and held-to-maturity investment securities at December 31, 2025 and 2024 by contractual maturity are shown in the two tables below (in thousands). Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

December 31, 2025December 31, 2024
Available-for-Sale SecuritiesAmortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
Within one year$—$—$—$—
After one year through five years33,82631,50615,66114,056
After five years through ten years20,06819,03833,58529,670
After ten years136,497124,926144,514129,972
190,391175,470193,760173,698
Investment securities not due at a single maturity date:
U.S. Government agencies66637065
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations67,58864,69776,73272,302
Private label mortgage and asset backed securities250,575228,669265,302230,555
Corporate debt securities463511470493
$509,083$469,410$536,334$477,113
December 31, 2025 · December 31, 2024
Held-to-Maturity SecuritiesAmortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
Within one year$—$—$—$—
After one year through five years29,16528,72224,53523,368
After five years through ten years63,90860,64360,36954,685
After ten years99,23589,403107,25296,765
192,308178,768192,156174,818
Investment securities not due at a single maturity date:
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,4439,81111,0958,995
Private label mortgage and asset backed securities51,39748,11553,06647,433
Corporate debt securities32,40930,95546,19843,322
$287,557$267,649$302,515$274,568

At December 31, 2025, there were no issuers of private label mortgage securities in which the Company had holdings of securities in amounts greater than 10% of shareholders’ equity.

The following tables summarize the Company’s debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

December 31, 2025
Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available-for-Sale Securities
Debt Securities:
U.S. Treasury securities$—$—$9,509$(487)$9,509$(487)
U.S. Government agencies——63(3)63(3)
Obligations of states and political subdivisions1,257(68)162,730(14,371)163,987(14,439)
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations4,071(21)50,458(2,964)54,529(2,985)
Private label residential mortgage and asset backed securities——221,568(21,967)221,568(21,967)
$5,328$(89)$444,328$(39,792)$449,656$(39,881)
December 31, 2025
Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Held-to-Maturity Securities
Debt Securities:
Obligations of states and political subdivisions$—$—$174,224$(13,595)$174,224$(13,595)
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations——9,811(1,632)9,811(1,632)
Private label residential mortgage and asset backed securities——48,115(3,282)48,115(3,282)
Corporate debt securities——26,036(1,513)26,036(1,513)
$—$—$258,186$(20,022)$258,186$(20,022)
December 31, 2024
Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available-for-Sale Securities
Debt Securities:
U.S. Treasury securities$—$—$9,058$(936)$9,058$(936)
U.S. Government agencies——65(5)65(5)
Obligations of states and political subdivisions1,853(152)162,787(18,974)164,640(19,126)
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations359(4)63,401(4,434)63,760(4,438)
Private label residential mortgage backed securities——226,070(34,753)226,070(34,753)
$2,212$(156)$461,381$(59,102)$463,593$(59,258)
December 31, 2024
Less than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Held-to-Maturity Securities
Debt Securities:
Obligations of states and political subdivisions$110$(2)$172,229$(17,390)$172,339$(17,392)
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations——8,995(2,100)8,995(2,100)
Private label residential mortgage and asset backed securities——47,433(5,633)47,433(5,633)
Corporate debt securities——43,322(2,876)43,322(2,876)
$110$(2)$271,979$(27,999)$272,089$(28,001)

As of December 31, 2025, the Company had a total of 118 AFS debt securities in a gross unrealized loss position with no credit impairment, consisting ofone U.S. Treasury security and U.S. Government agencies,39 obligations of states and political subdivisions,29 U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations, and 49 private label mortgage and asset backed securities.

Allowance for Credit Losses on Available-for-Sale Debt Securities

Each reporting period, the Company assesses each AFS debt security that is in an unrealized loss position to determine whether the decline in fair value below the amortized cost basis results from a credit loss or other factors. The Company did not record an ACL on any available for sale securities at December 31, 2025. The Company considers the unrealized losses across the classes of major security-type to be related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value. In addition, as of December 31, 2025, the Company determined that it is not more likely than not that the Company would be required to sell securities.

The gross unrealized losses presented in the preceding tables were primarily attributable to interest rate increases and liquidity and were mainly comprised of the following:

Obligations of States and Political Subdivisions: The unrealized losses on investments in obligations of states and political subdivisions are caused by increases in required yields by investors in these types of securities. It is expected that the securities would not be settled at a price less than the amortized cost of the investment.

U.S. Treasury and Government Sponsored Entities and Agencies Collateralized by Residential Mortgage Obligations: The unrealized losses on the Company’s investments in U.S. treasuries and government sponsored entities and agencies collateralized by residential mortgage obligations were caused by interest rate changes. The contractual cash flows of those investments are guaranteed or supported by an agency or sponsored entity of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment.

Private Label Mortgage and Asset Backed Securities: The Company has invested exclusively in AA and AAA tranches of various private label mortgage and asset backed securities. Each purchase is subject to a credit and structure review prior to their purchase. Ratings are reviewed on a quarterly basis in addition to other metrics provided through third-party services. Following review of the financial metrics and ratings, management concluded that the unrealized loss position of the private label mortgage and asset backed securities related exclusively to the fluctuation in market conditions and were not reflective of any credit concerns with the tranches comprising the Company’s investments.

No allowance for credit losses have been recognized on AFS debt securities in an unrealized loss position, as management does not believe that any of the securities are impaired due to credit risk factors as of December 31, 2025 and December 31, 2024.

Allowance for Credit Losses on Held-to-Maturity Debt Securities

The Company separately evaluates its HTM debt securities for any credit losses based on probability of default and loss given default utilizing historical industry data based on investment category, while also considering reasonable and supportable forecasts. The probability of default and loss given default are incorporated into the present value of expected cash flows and compared against amortized cost.

The allowance for credit losses on HTM securities was $440,000 as of December 31, 2025 compared to $1,156,000 as of December 31, 2024. The allowance for credit losses on HTM securities is driven by economic scenarios, estimated probabilities of default and loss given default. Economic scenarios are updated quarterly. The credit to the allowance for loan losses for the year ended December 31, 2025 was due to improvements in the expected probability of default and loss given default for the Company’s corporate bonds. The provision for credit losses for the year ended December 31, 2024 was driven solely from the impact of the economic scenarios. There were no changes to the weightings of the economic scenarios.

The following table shows the summary of activities for the allowance for credit losses related to held-to-maturity debt securities for the twelve months ended December 31, 2025 and 2024 (in thousands):

For the Twelve Months EndedDecember 31,
Debt Securities Held-to-Maturity20252024
Beginning ACL balance$1,156$1,051
(Credit) provision to credit losses(716)105
Total Ending ACL balance$440$1,156

The Company monitors credit quality of debt securities held-to-maturity through the use of credit ratings. The Company monitors the credit ratings on a quarterly basis. For non-rated investment securities, management receives quarterly performance updates to monitor for any credit concerns. There were no HTM securities on nonaccrual or past due over 89 days and still on accrual. The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator. U.S. Government sponsored agencies are not included in the below tables as credit ratings are not applicable (in thousands).

December 31, 2025 · December 31, 2024
Debt Securities Held-to-MaturityAAA/AA/ABBBUnratedAAA/AA/ABBB/BB/BUnrated
Obligations of states and political subdivisions$192,308$—$—$192,156$—$—
Private label mortgage and asset backed securities38,666—12,73151,427—1,639
Corporate debt securities—18,37314,036—30,21815,990
Total debt securities held-to-maturity$230,974$18,373$26,767$243,583$30,218$17,629

Investment securities with amortized costs totaling $458,405,000 and $476,966,000 and fair values totaling $420,524,000 and $435,571,000 were pledged as collateral for borrowing arrangements, public funds and for other purposes at December 31, 2025 and 2024, respectively.

  1. LOANS AND ALLOWANCE FOR CREDIT LOSSES ON LOANS

The majority of the disclosures in this footnote are prepared at the class level, which is equivalent to the call report or call code classification. The roll forward of the allowance for credit losses is presented at the portfolio segment level. Accrued interest receivable on loans of $11,625,000 and $10,745,000 at December 31, 2025 and December 31, 2024 respectively is not included in the loan tables below and is included inother assets on the Company’s balance sheets. Outstanding loans are summarized by class as follows:

Loan Type (Dollars in thousands)December 31, 2025December 31, 2024
Commercial:
Commercial and industrial$156,744$143,422
Agricultural production34,15237,323
Total commercial190,896180,745
Real estate:
Construction & other land loans80,45267,869
Commercial real estate - owner occupied368,604323,188
Commercial real estate - non-owner occupied992,486913,165
Farmland142,100139,815
Multi-family residential199,123133,595
1-4 family - close-ended111,741123,445
1-4 family - revolving39,81835,421
Total real estate1,934,3241,736,498
Consumer:
Manufactured housing322,761322,263
Other installment92,58992,839
Total consumer415,350415,102
Total loans, net of discount2,540,5702,332,345
Net deferred origination costs2871,876
Loans, net of deferred origination costs2,540,8572,334,221
Allowance for credit losses(30,071)(25,803)
Total loans, net$2,510,786$2,308,418

At December 31, 2025 and December 31, 2024, loans originated under Small Business Administration (SBA) programs totaling $21,161,000 and $21,618,000, respectively, were included in the real estate and commercial categories, of which, $16,044,000 or 76% and $16,519,000 or 76%, respectively, are secured by government guarantees.

Allowance for Credit Losses on Loans

The measurement of the allowance for credit losses on collectively evaluated loans is based on modeled expectations of lifetime expected credit losses utilizing national and local peer group historical losses, weighting of economic scenarios, and other relevant factors. The Company incorporates forward-looking information using macroeconomic scenarios, which include variables that are considered key drivers of credit losses within the portfolio. The Company uses a probability-weighted, multiple scenario forecast approach. These scenarios may consist of a base forecast representing the most likely outcome, combined with downside or upside scenarios reflecting possible worsening or improving economic conditions.

When a loan no longer shares similar risk characteristics with other loans, such as in the case of certain nonaccrual loans, the Company estimates the allowance for credit losses on an individual loan basis.

The following table shows the summary of activities for the allowance for credit losses as of and for the twelve months ended December 31, 2025, 2024, and 2023 by portfolio segment (in thousands):

CommercialCommercial Real Estate1-4 Family Real EstateConsumerTotal
Allowance for credit losses:
Beginning balance, January 1, 2025$1,752$17,766$2,751$3,534$25,803
Provision (credit) for credit losses (1)9542,128(449)1,5674,200
Charge-offs(169)——(222)(391)
Recoveries2105070129459
Ending balance, December 31, 2025$2,747$19,944$2,372$5,008$30,071

(1) Represents credit losses for loans only. The provision for credit losses on the Consolidated Statements of Income of $3,754 includes a $716 credit for held-to-maturity securities and a $270 provision for unfunded loan commitments.

CommercialCommercial Real Estate1-4 FamilyConsumerTotal
Allowance for credit losses:
Beginning balance, January 1, 2024$1,475$9,792$2,435$951$14,653
Allowance for loan loss on purchased credit deteriorated loans (PCD)375371273821
Provision for credit losses (1)5157,5432422,49210,792
Charge-offs(677)——(132)(809)
Recoveries646072150346
Ending balance, December 31, 2024$1,752$17,766$2,751$3,534$25,803

(1) Represents credit losses for loans only. The provision for credit losses on the Consolidated Statements of Income of $11,113 includes a $105 provision for held-to-maturity securities and a $216 provision for unfunded loan commitments.

CommercialReal Estate1-4 FamilyConsumerUnallocatedTotal
Allowance for credit losses:
Beginning balance, January 1, 2023 prior to adoption of ASU 2016-13 (CECL)$1,820$7,803$601$284$340$10,848
Impact of adoption of ASU 2016-134481,6931,620489(340)3,910
(Credit) provision for credit losses (1)(766)296199186—(85)
Charge-offs(636)——(53)—(689)
Recoveries609—1545—669
Ending balance, December 31, 2023$1,475$9,792$2,435$951$—$14,653

(1) Represents credit losses for loans only. The provision for credit losses on the Consolidated Statements of Income of $309 includes a $276 provision for held-to-maturity securities and a $118 provision for unfunded loan commitments.

During the twelve month period ended December 31, 2025, the provision for credit losses was primarily driven by loan growth. Additionally, the Company recorded an allowance for individually evaluated loans of $2.8 million during the year ended December 31, 2025 compared to $0 as of December 31, 2024. As of April 1, 2024, the Company recorded a provision for loan losses for non PCD loans of $10,877,000 and an allowance for credit losses for PCD loans $821,000 for the loan portfolio with a fair value of $920 million. During 2024, the Company adjusted the weightings utilized for the most likely, downside, or upside economic scenarios by adding a fourth scenario. The fourth economic scenario added was a downside scenario that projected less severe economic effects as compared to the existing downside scenario used in the reserve calculation. The more moderate downside scenario was added in recognition of the risk of a broader economic downturn in the economy occurring in the next twelve months not as severe as the previous downside scenario. Management believes that the addition of the fourth scenario provides a balanced range for expected credit losses. The Company updated its peer group during the second quarter of 2024, adding peer banks within the central coast of California and also larger peer banks due to the Company’s expanded footprint and increased asset size. During 2025, the Company continued to utilize four economic scenarios: most likely, severe downside, moderate downside, and upside. As of December 31, 2025, the Company shifted the weightings for the severe downside and moderate downside to be less weighted to the severe downside, but kept the weightings for base and upside consistent with December 31, 2024. Management believes that the allowance for credit losses at December 31, 2025 appropriately reflected expected credit losses in the loan portfolio at that date.

The following tables present the composition of nonaccrual loans as of December 31, 2025 and December 31, 2024 (in thousands).

With an ACLWithout an ACLTotal Nonaccrual
Commercial and industrial$1,533$—1,533
Commercial real estate - owner occupied—101101
Commercial real estate - non-owner occupied—530530
Farmland—1,5251,525
1-4 family real estate—1,6971,697
Manufactured housing8096761,485
Other installment642084
Total$2,406$4,549$6,955
With an ACLWithout an ACLTotal Nonaccrual
Commercial real estate - owner occupied$—$120$120
Commercial real estate - non-owner occupied—378378
Farmland—2,3982,398
1-4 family real estate—2,3352,335
Consumer—1515
Manufactured housing—1,2151,215
Total$—$6,461$6,461

The following tables present the amortized cost basis of collateral dependent loans by class of loans and by collateral type as of the dates indicated as of December 31, 2025 and December 31, 2024 (in thousands).

Manufactured HomesReal EstateMachinery & EquipmentTotal
Commercial and industrial$—$—$1,533$1,533
Commercial real estate - owner occupied—101—101
Commercial real estate - non-owner occupied—13,39453013,924
Farmland—1,525—1,525
1-4 family real estate—1,697—1,697
Manufactured housing1,485——1,485
Other installment——8484
Total$1,485$16,717$2,147$20,349
Manufactured HomesReal EstateMachinery & EquipmentTotal
Commercial and industrial$—$—$—$—
Commercial real estate - owner occupied—120—120
Commercial real estate - non-owner occupied——378378
Farmland—2,398—2,398
1-4 family real estate—2,335—2,335
Manufactured housing1,215——1,215
Total$1,215$4,853$378$6,446

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit quality from origination are considered PCD. At the time of acquisition, the initial estimate of expected losses is recognized in the ACL. The following table provides a summary of loans and leases purchased as part of the acquisition with credit deterioration at the time of acquisition of April 1, 2024 (in thousands):

Par Value of Loans AcquiredAllowance for Credit Losses at AcquisitionNon-Credit Discount at AcquisitionPurchase Price of Loans at Acquisition
Commercial$7,360$(375)$(416)$6,569
Commercial real estate20,622(359)(1,037)19,226
Farmland1,617(12)(56)1,549
1-4 family real estate572(2)(24)546
Manufacturing housing947(73)(11)863
Total$31,118$(821)$(1,544)$28,753

The following table shows the loan portfolio by class, net of deferred costs, allocated by management’s internal risk ratings for the period indicated (in thousands):

2025 · 2024 · 2023 · 2022 · 2021 · Prior · Revolving Loans · Revolving Converted to Term · Total
Commercial and industrial
Pass/Watch$22,082$23,892$8,368$13,847$12,978$8,523$56,992$—$146,682
Special mention715—66678————1,459
Substandard10023—1,5101597,086——8,878
Total$22,897$23,915$8,434$16,035$13,137$15,609$56,992$—$157,019
Current period gross write-offs$169$—$—$—$—$—$—$—$169
Agricultural production
Pass/Watch$1,637$1,044$43$—$5$120$29,372$189$32,410
Special mention——————1,7751,775
Substandard————————
Total$1,637$1,044$43$—$5$120$31,147$189$34,185
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Construction & other land loans
Pass/Watch$22,329$39,870$6,610$3,812$5,267$1,424$370$—$79,682
Special mention—————————
Substandard—————82——82
Total$22,329$39,870$6,610$3,812$5,267$1,506$370$—$79,764
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Commercial real estate - owner occupied
Pass/Watch$61,648$47,277$26,339$46,297$41,591$131,861$8,258$—$363,271
Special mention—————————
Substandard——1,733——3,003——4,736
Total$61,648$47,277$28,072$46,297$41,591$134,864$8,258$—$368,007
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Commercial real estate - non-owner occupied
Pass/Watch$135,558$74,414$98,549$175,212$116,070$305,565$27,275$—$932,643
Special mention—20,217—4,2116153,746350—29,139
Substandard———5,965—21,0702,128—29,163
Total$135,558$94,631$98,549$185,388$116,685$330,381$29,753$—$990,945
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Farmland
Pass/Watch$5,516$4,569$4,345$16,049$10,888$61,865$8,978$1,500$113,710
Special mention1,800—399——3,983——6,182
Substandard——3,8249,808—5,9182,574—22,124
Total$7,316$4,569$8,568$25,857$10,888$71,766$11,552$1,500$142,016
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Multi-family residential
Pass/Watch$27,289$12,287$21,926$30,928$45,465$28,376$9,624$—$175,895
Special mention——15,600—————15,600
Substandard—————7,283——7,283
Total$27,289$12,287$37,526$30,928$45,465$35,659$9,624$—$198,778
Current period gross write-offs$—$—$—$—$—$—$—$—$—
1-4 family - close-ended
Pass/Watch$5,628$2,020$4,306$55,888$10,199$19,882$11,073$230$109,226
Special mention—————————
Substandard—64—1,931—535——2,530
Total$5,628$2,084$4,306$57,819$10,199$20,417$11,073$230$111,756
Current period gross write-offs$—$—$—$—$—$—$—$—$—
1-4 family - revolving
Pass/Watch$—$—$—$—$—$—$34,783$5,231$40,014
Special mention—————————
Substandard———————3737
Total$—$—$—$—$—$—$34,783$5,268$40,051
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Manufactured housing
Pass/Watch$37,751$42,557$36,972$41,922$33,714$126,298$—$—$319,214
Special mention—————————
Substandard—11736926902,216——3,394
Total$37,751$42,674$37,341$41,924$34,404$128,514$—$—$322,608
Current period gross write-offs$17$—$—$—$—$—$—$—$17
Other installment
Pass/Watch$32,798$34,074$15,061$3,793$3,419$5,549$465$—$95,159
Special mention—————————
Substandard——283659383——569
Total$32,798$34,074$15,089$4,158$3,512$5,632$465$—$95,728
Current period gross write-offs$205$—$—$—$—$—$—$—$205
Total loans outstanding (risk rating):
Pass/Watch$352,236$282,004$222,519$387,748$279,596$689,463$187,190$7,150$2,407,906
Special mention2,51520,21716,0654,8896157,7292,125—54,155
Substandard1002045,95419,58194247,2764,7023778,796
Grand Total$354,851$302,425$244,538$412,218$281,153$744,468$194,017$7,187$2,540,857
Current period total gross write-offs$391$—$—$—$—$—$—$—$391
20242023202220212020PriorRevolving LoansRevolving Converted to TermTotal
Commercial and industrial
Pass/Watch$29,768$13,064$16,231$14,639$4,518$9,457$44,199$1,022$132,898
Special mention———1,498————1,498
Substandard29—1,545——1,1066,700—9,380
Total$29,797$13,064$17,776$16,137$4,518$10,563$50,899$1,022$143,776
Current period gross write-offs$120$—$5$—$—$45$—$—$170
Agricultural production
Pass/Watch$5,152$284$—$9$—$300$31,620$—$37,365
Special mention—————————
Substandard—————————
Total$5,152$284$—$9$—$300$31,620$—$37,365
Current period gross write-offs$—$—$507$—$—$—$—$—$507
Construction & other land loans
Pass/Watch$12,413$20,137$19,290$14,166$701$733$100$—$67,540
Special mention—————————
Substandard—————————
Total$12,413$20,137$19,290$14,166$701$733$100$—$67,540
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Commercial real estate - owner occupied
Pass/Watch$48,191$23,314$45,741$43,354$31,354$117,466$7,086$—$316,506
Special mention————1582,958——3,116
Substandard—1,765——946584——3,295
Total$48,191$25,079$45,741$43,354$32,458$121,008$7,086$—$322,917
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Commercial real estate - non-owner occupied
Pass/Watch$95,131$115,292$188,516$118,773$74,762$261,586$33,453$1,250$888,763
Special mention——590633—6,356——7,579
Substandard—————15,846——15,846
Total$95,131$115,292$189,106$119,406$74,762$283,788$33,453$1,250$912,188
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Farmland
Pass/Watch$7,691$4,945$21,383$12,288$29,379$42,815$5,731$—$124,232
Special mention—4,025————1,166—5,191
Substandard——3,312—2,0294,962——10,303
Total$7,691$8,970$24,695$12,288$31,408$47,777$6,897$—$139,726
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Multi-family residential
Pass/Watch$12,844$2,950$31,070$45,835$13,591$25,555$1,671$—$133,516
Special mention—————————
Substandard—————————
Total$12,844$2,950$31,070$45,835$13,591$25,555$1,671$—$133,516
Current period gross write-offs$—$—$—$—$—$—$—$—$—
1-4 family - close-ended
Pass/Watch$2,501$5,405$63,350$13,581$6,993$24,830$3,975$—$120,635
Special mention—————————
Substandard78—2,257——551——2,886
Total$2,579$5,405$65,607$13,581$6,993$25,381$3,975$—$123,521
Current period gross write-offs$—$—$—$—$—$—$—$—$—
1-4 family - revolving
Pass/Watch$—$—$—$—$—$—$29,718$5,808$35,526
Special mention—————————
Substandard———————116116
Total$—$—$—$—$—$—$29,718$5,924$35,642
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Manufactured housing
Pass/Watch$47,839$43,468$46,608$39,299$37,551$105,216$—$—$319,981
Special mention————————$—
Substandard——3184644811,015——$2,278
Total$47,839$43,468$46,926$39,763$38,032$106,231$—$—$322,259
Current period gross write-offs$—$—$—$—$—$—$—$—$—
Other installment
Pass/Watch$53,869$22,700$6,254$4,987$1,371$5,740$660$—$95,581
Special mention—————————
Substandard—1562376313——190
Total$53,869$22,715$6,316$5,024$1,434$5,753$660$—$95,771
Current period gross write-offs$58$10$50$—$—$13$1$—$132
Total loans outstanding (risk rating):
Pass/Watch$315,399$251,559$438,443$306,931$200,220$593,698$158,213$8,080$2,272,543
Special mention—4,0255902,1311589,3141,166—17,384
Substandard1071,7807,4945013,51924,0776,70011644,294
Grand Total$315,506$257,364$446,527$309,563$203,897$627,089$166,079$8,196$2,334,221
Current period total gross write-offs$178$10$562$—$—$58$1$—$809

The following table shows an aging analysis of the loan portfolio by class at December 31, 2025 (in thousands):

30-59 DaysPast Due60-89Days PastDueGreaterThan 89 DaysPast DueTotal PastDueCurrentTotalLoansLoans Past Due > 89 Days, Still AccruingNon-accrual
Commercial:
Commercial and industrial$551$64$1,510$2,125$154,619$156,744$—$1,533
Agricultural production————34,15234,152——
Real estate:
Construction & other land loans————80,45280,452——
Commercial real estate - owner occupied239——239368,365368,604—101
Commercial real estate - non-owner occupied13,389—53013,919978,567992,486—530
Farmland——1,5251,525140,575142,100—1,525
Multi-family residential————199,123199,123——
1-4 family - close-ended1,5527721,1843,508108,233111,741—1,697
1-4 family - revolving569——56939,24939,818——
Consumer:
Manufactured housing723345—1,068321,693322,761—1,485
Other installment16293—25592,33492,589—84
Deferred costs————287287——
Total$17,185$1,274$4,749$23,208$2,517,649$2,540,857$—$6,955

The following table shows an aging analysis of the loan portfolio by class at December 31, 2024 (in thousands):

30-59 DaysPast Due60-89Days PastDueGreaterThan 89 DaysPast DueTotal PastDueCurrentTotalLoansLoans Past Due > 89 Days, Still AccruingNon-accrual
Commercial:
Commercial and industrial$272$—$—$272$143,150$143,422$—$—
Agricultural production————37,32337,323——
Real estate:
Construction & other land loans————67,86967,869——
Commercial real estate - owner occupied242——242322,946323,188—120
Commercial real estate - non-owner occupied——378378912,787913,165—378
Farmland164—2,3982,562137,253139,815—2,398
Multi-family residential————133,595133,595——
1-4 family - close-ended2,0711,909784,058119,387123,445—2,335
1-4 family - revolving648——64834,77335,421——
Consumer:
Manufactured housing535—460995321,268322,263—1,215
Other installment65627—68392,15692,839—15
Deferred costs————1,8761,876——
Total$4,588$1,936$3,314$9,838$2,324,383$2,334,221$—$6,461

Foregone interest on nonaccrual loans totaled $400,000, $234,000 and $0 for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Interest income recognized on non-accrual loans for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $45,000, $22,000, and $0, respectively.

Occasionally, the Company modifies loans to borrowers in financial distress by providing reductions of the stated interest rate of the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk. There were no loan modifications granted to borrowers experiencing financial difficulty during the years ended December 31, 2025 or 2024.

  1. BANK PREMISES AND EQUIPMENT

Bank premises and equipment consisted of the following (in thousands):

December 31,
20252024
Land$3,552$3,552
Buildings and improvements8,1027,187
Furniture, fixtures and equipment29,19117,710
Leasehold improvements19,65015,520
60,49543,969
Less accumulated depreciation and amortization(36,950)(19,500)
$23,545$24,469

Depreciation and amortization included in occupancy and equipment expense totaled $3,279,000, $2,206,000 and $891,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

  1. GOODWILL AND INTANGIBLE ASSETS

Total goodwill at December 31, 2025 and 2024 was $96,828,000. Total goodwill at December 31, 2025 consisted of $43,051,000, $13,466,000, $10,394,000, $6,340,000, $14,643,000, and $8,934,000 representing the excess of the fair value of the consideration transferred in connection with the acquisitions of Community West Bancshares, Folsom Lake Bank, Sierra Vista Bank, Visalia Community Bank, Service 1 st Bancorp, and Bank of Madera County, respectively, over the fair value of the net assets acquired and liabilities assumed as of each acquisition date accounted for under the acquisition method of accounting.

Intangible assets represent the estimated fair value of the core deposit relationships acquired in the 2024 acquisition of Community West Bancshares less accumulated amortization. Upon acquisition, the core deposit intangible asset of Community West Bancshares was recorded as $10,019,000.

The following table summarizes the changes in the Company’s goodwill and core deposit intangible assets for the twelve months ended December 31, 2025 and 2024 (in thousands):

Years Ended December 31,
20252024
GoodwillCore Deposit IntangiblesGoodwillCore Deposit Intangibles
Beginning Balance$96,828$9,268$53,777$—
Additions——43,05110,019
Amortizations—(1,002)—(751)
Ending Balance$96,828$8,266$96,828$9,268

The following table presents the estimated amortization expense for core deposit intangible assets remaining at December 31, 2025 (in thousands):

Estimated Amortization
2026$1,002
20271,002
20281,002
20291,002
20301,002
Thereafter3,256
Total$8,266
  1. DEPOSITS

Interest-bearing deposits consisted of the following (in thousands):

December 31,
20252024
Savings$171,977$172,976
Money market858,354843,145
NOW accounts502,727470,548
Time, $250,000 or more62,45753,364
Time, under $250,000440,994389,920
$2,036,509$1,929,953

Included in time deposits, under $250,000, were brokered time deposits of $398,298,000 and $329,761,000 as of December 31, 2025 and December 31, 2024, respectively.

As of December 31, 2025 and December 31, 2024, uninsured deposits totaled $1,185,000,000 and $1,029,929,000, respectively.

Aggregate annual maturities of time deposits are as follows (in thousands):

Years Ending December 31,
2026$479,651
202721,782
20281,292
2029502
2030224
Thereafter—
$503,451

Interest expense recognized on interest-bearing deposits consisted of the following (in thousands):

Years Ended December 31,
202520242023
Savings$609$603$245
Money market20,04820,2848,910
NOW accounts3,899861366
Time certificates of deposit18,07518,9186,006
$42,631$40,666$15,527
  1. BORROWING ARRANGEMENTS

Federal Home Loan Bank Advances - As of December 31, 2025, the Company had an overnight borrowing advance for $73,000,000 outstanding with an interest rate of 4.02%. At December 31, 2024, the Company had an overnight borrowing advance with the FHLB for $35,000,000 with an interest rate of 5.70%. The Company had a short-term advance of $45,000,000 outstanding as of December 31, 2024, in addition to two long-term advances outstanding totaling $90,000,000 with a weighted average interest rate of 0.86%.

Approximately $1.2 billion in loans were pledged under a blanket lien as collateral to the FHLB for the Company’s remaining borrowing capacity of $709.4 million as of December 31, 2025. Within the total borrowing capacity, FHLB advances are also secured by investment securities with a borrowing capacity totaling $156.7 million and $153.1 million and market values, as assigned by FHLB, totaling $198.4 million and $193.4 million at December 31, 2025 and December 31, 2024, respectively. The Company’s credit limit varies according to the amount and composition of the investment and loan portfolios pledged as collateral.

Lines of Credit - The Company had unsecured lines of credit with its correspondent banks which, in the aggregate, amounted to $110 million at December 31, 2025 and 2024, respectively, at interest rates which vary with market conditions. As of December 31, 2025 and 2024, the Company had no advances with correspondent banks.

Federal Reserve Bank (FRB) Line of Credit - The Company has a line of credit in the amount of $3,411,000 and $3,669,000 with the Federal Reserve Bank of San Francisco (FRB) at December 31, 2025 and 2024, respectively, which bears interest at the prevailing discount rate and is collateralized by investment securities with amortized costs totaling $3,910,000 and $4,406,000 and market values totaling $3,536,000 and $3,828,000, respectively.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at December 31, 2025 and December 31, 2024:

Credit Lines (In thousands)December 31, 2025December 31, 2024
Unsecured Credit Lines
Credit limit$110,000$110,000
Balance outstanding$—$—
Federal Home Loan Bank
Credit limit$809,391$738,556
Balance outstanding, net of discount$73,000$133,442
Collateral pledged$1,446,828$1,236,732
Fair value of collateral$1,230,691$1,083,041
Federal Reserve Bank
Credit limit$3,411$3,669
Balance outstanding$—$—
Collateral pledged$3,910$4,406
Fair value of collateral$3,536$3,828
  1. LEASES

Leases - The Bank leases certain of its branch facilities and administrative offices under noncancelable operating leases with terms extending through 2033. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease cost is comprised of lease expense recognized on a straight-line basis, the amortization of the right-of-use asset and the implicit interest accreted on the operating lease liability. Operating lease cost is included in occupancy and equipment expense on our consolidated statements of income. We evaluate the lease term by assuming the exercise of options to extend that are reasonably assured and those option periods covered by an option to terminate the lease, if deemed not reasonably certain to be exercised. The lease term is used to determine the straight-line expense and limits the depreciable life of any related leasehold improvements. Certain leases require us to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These expenses are classified in occupancy and equipment expense on our consolidated statements of income, consistent with similar costs for owned locations, but is not included in operating lease cost below. We calculate the lease liability using a discount rate that represents our incremental borrowing rate at the lease commencement date.

Future undiscounted lease payments for operating leases with initial terms of one year or more as of December 31, 2025 are as follows (in thousands):

Years Ending December 31,
2026$3,741
20272,992
20281,772
20291,244
2030970
Thereafter1,978
Total lease payments12,697
Less: imputed interest(1,088)
Present value of operating lease liabilities$11,609

The table below summarizes the total lease cost for the period ending:

(Dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
Operating lease cost$3,846$2,992$2,375
Short-term lease cost———
Variable lease cost7094347
Total lease cost$3,916$3,086$2,722

The table below summarizes other information related to our operating leases:

December 31, 2025December 31, 2024
Weighted average remaining lease term, in years4.774.73
Weighted average discount rate2.69%2.20%

The table below shows operating lease right of use assets and operating lease liabilities as of:

(Dollars in thousands)December 31, 2025December 31, 2024
Operating lease right-of-use assets$10,405$9,509
Operating lease liabilities$11,609$10,315

The right-of-use-assets and lease liabilities are included with other assets andother liabilities on the consolidated balance sheets, respectively.

  1. INCOME TAXES

The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consisted of the following (in thousands):

FederalStateTotal
Current$7,374$4,527$11,901
Deferred1,7377222,459
Provision for income taxes$9,111$5,249$14,360
Current$2,706$1,493$4,199
Deferred(463)(404)(867)
Provision for income taxes$2,243$1,089$3,332
Current$4,692$3,502$8,194
Deferred176(66)110
Provision for income taxes$4,868$3,436$8,304

Deferred tax assets (liabilities) consisted of the following (in thousands):

December 31,
20252024
Deferred tax assets:
Unrealized loss on available-for-sale investment securities$16,631$23,132
Allowance for credit losses8,8907,970
Purchase accounting fair value adjustment8,86611,218
Deferred compensation3,6934,081
Operating lease liabilities3,3823,049
Net operating loss carryovers2,0753,175
Other deferred tax assets1,018848
State taxes945253
Mark-to-market adjustment318411
Loan and investment impairment113133
Partnership income72128
Other-than-temporary impairment2930
Low income housing tax credit carry-forward—942
Total deferred tax assets46,03255,370
Deferred tax liabilities:
Operating lease right-of-use assets(3,032)(2,811)
Core deposit intangible(2,408)(2,814)
Loan origination costs(1,349)(1,643)
Bank premises and equipment(1,119)(920)
Finance leases(474)(570)
FHLB stock(189)(191)
Total deferred tax liabilities(8,571)(8,949)
Net deferred tax assets$37,461$46,421

The determination of the amount of deferred income tax assets which are more likely than not to be realized is primarily dependent on projections of future earnings, which are subject to uncertainty and estimates that may change given economic conditions and other factors. The realization of deferred income tax assets is assessed and a valuation allowance is recorded if it is more likely than not that all or a portion of the deferred tax asset will not be realized. More likely than not is defined as greater than a 50% chance. All available evidence, both positive and negative is considered to determine whether, based on the weight of the evidence, a valuation allowance is needed. Thus, management concludes no valuation allowance is necessary against deferred tax assets as of December 31, 2025 and 2024.

The provision for income taxes differs from amounts computed by applying the statutory Federal income tax rates to operating income before income taxes. The significant items comprising these differences for the years ended December 31, 2025, 2024, and 2023 consisted of the following (amounts in thousands):

202520242023
AmountPercentAmountPercentAmountPercent
Federal income tax, at statutory rate$11,03121.0%$2,31021.0%$7,10621.0%
State taxes, net of federal tax benefit (1)4,1477.9%8607.8%2,7148.0%
Tax credits:
Low income housing tax credits(1,912)(3.6)%(1,720)(15.6)%(847)(2.5)%
Other tax credits——%——%——%
Nontaxable or nondeductible items:
Tax exempt investment security income, net(461)(0.9)%(438)(4.0)%(1,176)(3.5)%
Bank owned life insurance, net(322)(0.6)%(272)(2.4)%(214)(0.6)%
Compensation - stock compensation(48)(0.1)%(72)(0.6)%(13)—%
Nondeductible employee compensation——%1131.0%——%
Nondeductible acquisition‑related expense——%4163.8%——%
Other nontaxable or nondeductible items2390.4%1941.7%(64)(0.2)%
Other Adjustments:
Amortization - low income housing tax credit investments1,8993.6%1,97617.9%1,0553.1%
Other tax benefits - low income housing tax credit investments(399)(0.8)%(496)(4.5)%(257)(0.8)%
Other1860.4%4614.2%——%
Total provision for income taxes$14,36027.3%$3,33230.3%$8,30424.5%
(1) State taxes in California accounted for the majority of the tax effect within this category.

As of December 31, 2025, the Company had federal and California net operating loss (“NOL”) carry-forwards of $4,703,000 and $13,366,000, respectively. These NOLs were acquired through business combinations and are subject to Section 382 of the Internal Revenue Code of 1986, as amended (“IRC 382”). The federal and California NOLs begin to expire at various dates between 2033 and 2044, if not used. While they are subject to IRC 382, management has determined that all of the NOLs are more than likely than not to be utilized before they expire.

The Company and its subsidiary file income tax returns in the U.S. federal and California jurisdictions. The Company conducts all of its business activities in the State of California. There are no pending U.S. federal or state income tax examinations by those taxing authorities. The Company is no longer subject to the examination by U.S. federal taxing authorities for the years ended before December 31, 2022 and by the state taxing authorities for the years ended before December 31, 2021.

The Company's investments, net of amortization, in low income housing tax credit funds were $16,731,000 and $18,630,000 as of December 31, 2025 and 2024. The Company had gross commitments of $24,526,000 and $24,526,000 at December 31, 2025 and 2024, respectively of which $6,453,000 and $9,289,000 were unfunded as of December 31, 2025 and 2024, respectively. These investments are included in other assets on the consolidated balance sheets and the unfunded commitments are included in other liabilities. The Company recognized tax credits and other income tax benefits of $2,311,000 and $2,216,000 for the year ended December 2025 and 2024, respectively. Amortization of the investments recorded for the same periods were $1,899,000 and $1,976,000, respectively.

As of December 31, 2025, the Company hasno unrecognized tax benefits and does not expect any material changes in the next 12 months.

During the years ended December 31, 2025 and 2024, the Company recordedno interest or penalties related to uncertain tax positions.

The following table presents the income taxes paid, net of refunds, for the years ended December 31, 2025, 2024, and 2023:

202520242023
Federal$4,000$1,400$4,400
State and local:
California4,0001,1703,300
Other52—
Total state and local4,0051,1723,300
Total income taxes paid, net of refunds$8,005$2,572$7,700
  1. SENIOR DEBT AND SUBORDINATED DEBENTURES

The following table summarizes the Company’s subordinated debentures:

(Dollars in thousands)December 31, 2025December 31, 2024
Fixed - floating rate subordinated debentures, due 2031$35,000$35,000
Unamortized debt issuance costs(121)(266)
Floating rate senior debt bank loan, due 203229,49230,000
Junior subordinated deferrable interest debentures, due October 20365,1555,155
Total subordinated debentures$69,526$69,889

Subordinated Debentures

On November 12, 2021, the Company completed a private placement of $35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.13% per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes.

Interest expense recognized by the Company for the Subordinated Debentures for the years ended December 31, 2025, 2024, and 2023 was $1,239,000, $1,239,000, and $1,239,000, respectively.

Senior Debt

On September 15, 2022, the Company entered into a $30.0 million loan agreement with Bell Bank. Initially, payments of interest only are payable in 12 quarterly payments commencing December 31, 2022. Commencing December 31, 2025, 27 equal quarterly principal and interest payments are payable based on the outstanding balance of the loan on August 30, 2025 and an amortization of 48 quarters. A final payment of outstanding principal and accrued interest is due at maturity on September 30, 2032. Variable interest is payable at the Prime Rate (published by the Wall Street Journal) less 50 basis points.

The loan is secured by the assets of the Company and a pledge of the outstanding common stock of Community West Bank, the Company’s banking subsidiary. The Company may prepay the loan without penalty with one exception. If the loan is prepaid prior to August 30, 2025 with funds received from a financing source other than Bell Bank, the Company will incur a 2% prepayment penalty. The loan contains customary representations, covenants, and events of default.

Interest expense recognized by the Company for the Senior Debt for the years ended December 31, 2025, 2024, and 2023 was $2,035,000, $2,059,000, and $2,053,000, respectively.

Junior Subordinated Debentures

Service 1 st Capital Trust I is a Delaware business trust formed by Service 1 st. The Company succeeded to all of the rights and obligations of Service 1 st in connection with the merger with Service 1 st as of November 12, 2008. The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1 st. Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis. At December 31, 2025, all of the trust preferred securities that have been issued qualify as Tier 1 capital. The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three month SOFR plus 1.60%.

The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $5,155,000 in aggregate principal amount of Service 1 st’s junior subordinated notes (the Notes). The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities. The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events. In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest.

The Notes may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods.

Holders of the trust preferred securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security. For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month SOFR plus 1.60%. As of December 31, 2025, the rate was 5.77%. Interest expense recognized by the Company for the years ended December 31, 2025, 2024, and 2023 was $317,000, $367,000 and $360,000, respectively.

  1. COMMITMENTS AND CONTINGENCIES

Correspondent Banking Agreements - The Company maintains funds on deposit with other federally insured financial institutions under correspondent banking agreements. Uninsured deposits with correspondent banks totaled $18,157,000 and $14,263,000 at December 31, 2025 and 2024, respectively.

Financial Instruments With Off-Balance-Sheet Risk - The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments consist of commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheet.

The Company’s exposure to credit loss in the event of nonperformance by the other party for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and standby letters of credit as it does for loans included on the balance sheet.

The following financial instruments represent off-balance-sheet credit risk (in thousands):

December 31,
20252024
Commitments to extend credit$486,408$399,331
Standby letters of credit$5,005$14,642

Commitments to extend credit consist primarily of unfunded commercial loan commitments and revolving lines of credit, single-family residential equity lines of credit and commercial and residential real estate construction loans. Construction loans are established under standard underwriting guidelines and policies and are secured by deeds of trust, with disbursements made over the course of construction. Commercial revolving lines of credit have a high degree of industry diversification. 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 fully drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are generally secured and are issued by the Bank to guarantee the financial obligation or performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The fair value of the liability related to these standby letters of credit, which represents the fees received for issuing the guarantees, was not significant at December 31, 2025 and 2024. The Company recognizes these fees as revenue over the term of the commitment or when the commitment is used.

At December 31, 2025, commercial loan commitments represent 48% of total commitments and are generally secured by collateral other than real estate or unsecured. Real estate loan commitments represent 49% of total commitments and are generally secured by property with a loan-to-value ratio not to exceed 80%. Consumer loan commitments represent the remaining 3% of total commitments and are generally unsecured. In addition, the majority of the Bank’s loan commitments have variable interest rates.

At December 31, 2025 and 2024, the allowance for credit losses on unfunded commitments was $1,325,000 and $1,055,000, respectively. The allowance for credit losses on unfunded commitments is calculated by management using an appropriate, systematic, and consistently applied process. While related to credit losses, this allocation is not a part of the allowance for credit losses and is considered separately as a liability for accounting and regulatory reporting purposes. Changes in the allowance for credit losses on unfunded commitments are recorded in provision for credit losses in the Consolidated Statements of Income.

Concentrations of Credit Risk - At December 31, 2025, in management’s judgment, a concentration of loans existed in commercial loans and real-estate-related loans, representing approximately 83.6% of total loans of which 7.51% were commercial and 76.1% were real-estate-related.

At December 31, 2024, in management’s judgment, a concentration of loans existed in commercial loans and real-estate-related loans, representing approximately 82.1% of total loans of which 7.74% were commercial and 74.4% were real-estate-related.

Management believes the loans within these concentrations have no more than the typical risks of collectability. However, in light of the current economic environment, additional declines in the performance of the economy in general, or a continued decline in real estate values or drought-related decline in agricultural business in the Company’s primary market area could have an adverse impact on collectability, increase the level of real-estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on the financial condition, results of operations and cash flows of the Company.

Contingencies - The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or consolidated results of operations of the Company.

Investments in Low Income Housing Tax Credit Funds - The unfunded commitments as of December 31, 2025 and 2024 in low income housing tax credit funds were $6,453,000 and $9,289,000, respectively. All commitments will be paid by the Company by 2038.

  1. SHAREHOLDERS’ EQUITY

Regulatory Capital - The Company and the Bank are subject to certain regulatory capital requirements administered by the Board of Governors of the Federal Reserve System and the FDIC. Failure to meet these minimum capital requirements could result in mandatory or, discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

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

The Bank is also subject to additional capital guidelines under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. The most recent notification from the FDIC categorized the Bank as well capitalized under these guidelines. Management knows of no conditions or events since that notification that would change the Bank’s category.

Capital ratios are reviewed by Management on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of well capitalized under the regulatory framework for prompt correct action and the Company’s ratios exceed the required minimum ratios for capital adequacy purposes.

Bank holding companies with consolidated assets of $3 billion or more including banks like Community West Bank must comply with minimum capital ratio requirements which consist of the following: (i) a new common equity Tier 1 capital to total risk weighted assets ratio of 4.5%; (ii) a Tier 1 capital to total risk weighted assets ratio of 6%; (iii) a total capital to total risk weighted assets ratio of 8%; and (iv) a Tier 1 capital to adjusted average total assets (“leverage”) ratio of 4%.

In addition, a “capital conservation buffer” is established which requires maintenance of a minimum of 2.5% of common equity Tier 1 capital to total risk weighted assets in excess of the regulatory minimum capital ratio requirements described above. The 2.5% buffer increases the minimum capital ratios to (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. If the capital ratio levels of a banking organization fall below the capital conservation buffer amount, the organization will be subject to limitations on (i) the payment of dividends; (ii) discretionary bonus payments; (iii) discretionary payments under Tier 1 instruments; and (iv) engaging in share repurchases.

Management believes that the Company and the Bank met all their capital adequacy requirements as of December 31, 2025 and 2024. There are no conditions or events since those notifications that management believes have changed those categories. The capital ratios for the Company and the Bank are presented in the table below (exclusive of the capital conservation buffer).

The following table presents the Company’s regulatory capital ratios as of December 31, 2025 and December 31, 2024:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)
December 31, 2025AmountRatioAmountRatio
Tier 1 Leverage Ratio$349,4309.80%$142,6324.00%
Common Equity Tier 1 Ratio (CET 1)$344,43011.56%$134,0724.50%
Tier 1 Risk-Based Capital Ratio$349,43011.73%$178,7626.00%
Total Risk-Based Capital Ratio$416,14513.97%$238,3508.00%
Tier 1 Leverage Ratio$316,3439.17%$138,0184.00%
Common Equity Tier 1 Ratio (CET 1)$311,34311.15%$125,6324.50%
Tier 1 Risk-Based Capital Ratio$316,34311.33%$167,5106.00%
Total Risk-Based Capital Ratio$379,09113.58%$223,3468.00%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

The following table presents the Bank’s regulatory capital ratios as of December 31, 2025 and December 31, 2024, as well as the minimum capital ratios for capital adequacy for the Bank:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)
December 31, 2025AmountRatioAmountRatio
Tier 1 Leverage Ratio$407,33711.44%$142,4474.00%
Common Equity Tier 1 Ratio (CET 1)$407,33713.70%$133,8397.00%
Tier 1 Risk-Based Capital Ratio$407,33713.70%$178,4538.50%
Total Risk-Based Capital Ratio$439,17314.77%$237,93710.50%
Tier 1 Leverage Ratio$377,41111.04%$138,0314.00%
Common Equity Tier 1 Ratio (CET 1)$377,41113.54%$125,4747.00%
Tier 1 Risk-Based Capital Ratio$377,41113.54%$167,2998.50%
Total Risk-Based Capital Ratio$405,42514.54%$223,06510.50%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

Dividends - During 2025, the Bank declared and paid cash dividends to the Company in the amount of $14,200,000, in connection with cash dividends declared to the Company’s shareholders and holding company expenses as approved by the Company’s Board of Directors. The Company declared and paid a total of $9,162,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2025. During the year ended December 31, 2025, the Company repurchased and retired common stock in the amount of $151,000 in connection with amounts withheld for the vesting of equity awards for tax obligations.

During 2024, the Bank declared and paid dividends to the Company in the amount of $14,000,000 in connection with cash dividends declared to the Company’s shareholders and holding company expenses as approved by the Company’s Board of Directors. The Company declared and paid a total of $8,230,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2024. During the year ended December 31, 2024, the Company repurchased and retired common stock in the amount of $38,000.

During 2023, the Bank and paid cash dividends to the Company in the amount of $6,963,000, in connection with cash dividends declared to the Company’s shareholders and holding company expenses as approved by the Company’s Board of Directors. The Company declared and paid a total of $5,657,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2023. During the year ended December 31, 2023, the Company repurchased and retired common stock in the amount of $1,000.

The Company’s primary source of income with which to pay cash dividends is dividends from the Bank. The California Financial Code restricts the total amount of dividends payable by a bank at any time without obtaining the prior approval of the California Department of Business Oversight to the lesser of (1) the Bank’s retained earnings or (2) the Bank’s net income for its last three fiscal years, less distributions made to shareholders during the same three-year period. At December 31, 2025, $50,031,000 of the Bank’s retained earnings were free of these restrictions.

A reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations is as follows (in thousands, except share and per-share amounts):

For the Years Ended December 31,
202520242023
Basic Earnings Per Common Share:
Net income$38,168$7,666$25,536
Weighted average shares outstanding18,996,71417,077,01711,728,858
Net income per common share$2.01$0.45$2.17
Diluted Earnings Per Common Share:
Net income$38,168$7,666$25,536
Weighted average shares outstanding18,996,71417,077,01711,728,858
Effect of dilutive stock options and warrants72,575102,77924,014
Weighted average shares of common stock and common stock equivalents19,069,28917,179,79611,752,872
Net income per diluted common share$2.00$0.45$2.17

No outstanding options or restricted stock awards considered were anti-dilutive at December 31, 2025, 2024, and 2023.

  1. EQUITY-BASED COMPENSATION

In May 2025, the Company adopted the Community West Bancshares 2025 Omnibus Incentive Plan (2025 Plan). The plan provides for awards in the form of stock options, restricted stock, restricted stock units, and other types of awards. The plan also allows for performance awards that may be in the form of cash or shares of the Company’s common stock. With respect to stock options and restricted stock or units, the exercise price in the case of stock options and the grant value in the case of restricted stock may not be less than the fair market value at the date of the award. The options and awards under the plan expire on dates determined by the Board of Directors, but not later thanten years from the date of grant. The vesting period for stock options and restricted stock rights is determined by the Board of Directors and rangesone tofive years. The maximum number of shares that can be issued with respect to all awards under the plan is 500,000. Currently under the 2025 Plan,500,000 shares remain reserved for future grants as of December 31, 2025.

Share-based compensation cost recognized was $1,158,000, $879,000, and $858,000 for the years ended December 31, 2025, 2024, and 2023, respectively. The recognized tax benefit for the exercise of stock options resulted in the recognition of $78,000, $81,000, and $0 for the years ended December 31, 2025, 2024, and 2023, respectively.

Stock Option Awards

The Company bases the fair value of the stock options granted on the date of grant using a Black-Scholes Merton option pricing model that uses assumptions based on expected option life and the level of estimated forfeitures, expected stock volatility, risk free interest rate, and dividend yield. The expected term and level of estimated forfeitures of the Company’s stock options are based on the Company’s own historical experience. Stock volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the U. S. Treasury yield curve for the periods within the contractual life of the stock options in effect at the time of grant. The compensation cost for stock options granted is based on the weighted average grant date fair value per share.

A summary of the combined activity of the stock option activity during the years then ended is presented below (dollars in thousands, except per-share amounts):

Shares · Weighted AverageExercisePrice · WeightedAverageRemainingContractualTerm (Years) · AggregateIntrinsic Value
Options outstanding at December 31, 2023—$——$—
Issued through acquisition390,462$13.23
Granted—$—
Exercised(37,289)$12.47
Forfeited(54,510)$13.80
Options outstanding at December 31, 2024298,663$13.223.49$1,837,658
Granted—$—
Exercised(101,434)$10.78
Forfeited or swapped(14,019)$11.86
Options outstanding at December 31, 2025183,210$14.363.97$1,491,504

The significant assumptions used to estimate fair value of the issued options at the time of the acquisition included: risk free rate 4.35%; dividend rate 4.31%, expected volatility 46.95%, and a weighted average expected term of 4.92 years in 2024. The weighted average grant date fair value per share was $9.58 for shares granted in 2024. No options were granted in 2025 and 2023.

Information related to the stock option plan during each year follows (in thousands):

202520242023
Intrinsic value of options exercised$912$282$—
Cash received from options exercised$1,093$465$—
Excess tax benefit realized for option exercises$78$81$—

As of December 31, 2025, there isno unrecognized compensation cost related to stock options granted under all Plans. All options are fully vested and exercisable.

Restricted Stock Awards

The 2025 Plan provides for the issuance of restricted common stock to directors and officers and common stock awards based on the achievement of performance goals as determined by the Board of Directors or in accordance with executive employment agreements. Restricted common stock grants typically vest over aone tofive-year period. Restricted common stock is subject to forfeiture if employment terminates prior to vesting. The cost of these awards is recognized over the vesting period of the awards based on the fair value of our common stock on the date of the grant.

The shares awarded to employees and directors under the restricted stock agreements vest on applicable vesting dates only to the extent the recipient of the shares is then an employee or a director of the Company or one of its subsidiaries, and each recipient will forfeit all of the shares that have not vested on the date his or her employment or service is terminated.

The following table summarizes restricted stock activity for the years ended as follows:

SharesWeightedAverageGrant Date Fair Value
Nonvested outstanding shares at January 1, 202346,706$17.28
Granted69,692$15.86
Vested(40,387)$17.90
Forfeited(878)$15.79
Nonvested outstanding shares at December 31, 202375,133$15.65
Granted72,360$16.93
Vested(46,339)$15.02
Forfeited(3,658)$15.96
Nonvested outstanding shares at December 31, 202497,496$16.89
Granted79,033$17.76
Vested(57,214)$16.39
Forfeited(1,880)$16.41
Nonvested outstanding shares at December 31, 2025117,435$17.73

The shares awarded to employees and directors under the restricted stock agreements vest on applicable vesting dates only to the extent the recipient of the shares is then an employee or a director of the Company or one of its subsidiaries. Each recipient will forfeit all of the shares that have not vested on the date his or her employment or service is terminated. As of December 31, 2025, there were 117,435 shares of restricted stock that are nonvested and expected to vest.

As of December 31, 2025, there was $1,354,000 of total unrecognized compensation cost related to nonvested restricted common stock. Restricted stock compensation expense is recognized on a straight-line basis over the vesting period. This cost is expected to be recognized over a weighted average remaining period of 2.13 years and will be adjusted for subsequent changes in estimated forfeitures.

  1. EMPLOYEE BENEFITS

401(k) and Profit Sharing Plan - The Bank has established a 401(k) and profit sharing plan. The 401(k) plan covers substantially all employees who have completed aone-month employment period. Participants in the profit sharing plan are eligible to receive employer contributions after completion oftwo years of service. Bank contributions to the profit sharing plan are determined at the discretion of the Board of Directors. Participants are automatically vested 100% in all employer contributions. The Bank contributed $850,000, $550,000, and $850,000 to the profit sharing plan in 2025, 2024, and 2023, respectively.

Additionally, the Bank may elect to make a matching contribution to the participants’ 401(k) plan accounts. The amount to be contributed is announced by the Bank at the beginning of the plan year. For the years ended December 31, 2025, 2024, and 2023, the Bank made a 100% matching contribution on all deferred amounts up to 5% of eligible compensation. For the years ended December 31, 2025, 2024, and 2023, the Bank made matching contributions totaling $1,714,000, $1,623,000, and $1,089,000, respectively.

Deferred Compensation Plans - The Bank has a nonqualified Deferred Compensation Plan which provides directors with an unfunded, deferred compensation program. Under the plan, eligible participants may elect to defer some or all of their current compensation or director fees. Deferred amounts earn interest at an annual rate determined by the Board of Directors (5.34% at December 31, 2025). At December 31, 2025 and 2024, the total net deferrals included in accrued interest payable and other liabilities were $4,026,000 and $4,265,000, respectively.

In connection with the above plan, single premium universal life insurance policies on the life of certain directors were purchased by the Bank, which is the beneficiary and owner of the policies. The cash surrender value of the policies totaled $11,166,000 and $11,510,000 and at December 31, 2025 and 2024, respectively. Income recognized on these policies, net of related expenses, for the years ended December 31, 2025, 2024, and 2023, was $298,000, $258,000, and $292,000, respectively.

In October 2015, the Board of Directors of the Company and the Bank adopted a board resolution to create the Central Valley Community Bank Executive Deferred Compensation Plan (the Executive Plan). Pursuant to the Executive Plan, all eligible executives of the Bank may elect to defer up to 50 percent of their compensation for each deferral year. Deferred amounts earn interest at an annual rate determined by the Board of Directors (5.34% at December 31, 2025). At December 31, 2025 and 2024, the total net deferrals included in accrued interest payable and other liabilities were $45,000 and $238,000, respectively.

Salary Continuation Plans - The Board of Directors has approved salary continuation plans for certain key executives. Under these plans, the Bank is obligated to provide the executives with annual benefits for 0-15 years after retirement. In connection with the acquisitions of Folsom Lake Bank (FLB), Service 1 st Bank, and Visalia Community Bank (VCB), the Bank assumed a liability for the estimated present value of future benefits payable to former key executives of FLB, Service 1 st, and VCB. The liability relates to change in control benefits associated with their salary continuation plans. The benefits are payable to the individuals when they reach retirement age. These benefits are substantially equivalent to those available under split-dollar life insurance policies purchased by the Bank on the life of the executives. The expense (benefit) recognized under these plans for the years ended December 31, 2025, 2024, and 2023, totaled $339,000, $541,000, and $186,000, respectively. Note, the expense is effected by the changing discount rate used to calculate the liability. Accrued compensation payable under the salary continuation plans totaled $8,166,000 and $8,689,000 at December 31, 2025 and 2024, respectively. These benefits are substantially equivalent to those available under split-dollar life insurance policies acquired.

In connection with these plans, the Bank purchased single-premium life insurance policies with cash surrender values totaling $42,997,000 and $41,809,000 at December 31, 2025 and 2024, respectively. Income recognized on these policies, net of related expense, for the years ended December 31, 2025, 2024, and 2023 totaled $1,486,000, $1,068,000, and $743,000, respectively.

Employee Stock Purchase Plan - During 2017, the Company adopted an Employee Stock Purchase Plan which allows employees to purchase the Company’s stock at a discount to fair market value as of the date of purchase. The Company bears all costs of administering the plan, including broker’s fees, commissions, postage and other costs actually incurred.

As of December 31, 2025, the Company had 384,338 shares remaining for purchase under the plan.

  1. RELATED PARTIES

During the normal course of business, the Bank enters into loans with related parties, including executive officers and directors. The following is a summary of the aggregate activity involving related-party borrowers (in thousands):

20252024
Balance, January 1$23,76224,278
Disbursements2,369145
Amounts repaid(1,046)(661)
Balance, December 31$25,085$23,762
Undisbursed commitments to related parties, December 31$464$464

As of December 31, 2025 and 2024, the Company had $34,230,000 and $39,669,000 in related party deposits, respectively.

  1. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 — Quoted market prices (unadjusted) for identical instruments traded in active markets that the entity has the ability to access as of the measurement date.

Level 2 —Significant other observable inputs other than Level 1 prices such as 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.

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

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, we report the transfer at the beginning of the reporting period.

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

CarryingAmount · Fair Value
Level 1 · Level 2 · Level 3 · Total
Financial assets:
Cash and due from banks$27,627$27,627$—$—$27,627
Interest-earning deposits in other banks91,35791,357——91,357
Held-to-maturity investment securities287,117—267,649—267,649
Loans, net2,510,786——2,506,6812,506,681
Financial liabilities:
Time deposits503,451—503,423—503,423
Borrowings73,000—73,000—73,000
Senior debt and subordinated debentures69,526——66,18166,181
CarryingAmount · Fair Value
Level 1 · Level 2 · Level 3 · Total
Financial assets:
Cash and due from banks$28,029$28,029$—$—$28,029
Interest-earning deposits in other banks92,36992,369——92,369
Held-to-maturity investment securities301,359—274,568—274,568
Loans, net2,308,418——2,252,4622,252,462
Financial liabilities:
Time deposits443,284—440,046—440,046
Short-term borrowings133,442—133,743—133,743
Senior debt and subordinated debentures69,889——62,53562,535

The methods and assumptions used to estimate fair values are described as follows:

(a) Cash and Cash Equivalents— The carrying amounts of cash and due from banks, interest-earning deposits in other banks, and Federal funds sold approximate fair values and are classified as Level 1.

(b) Investment securities — The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded, values debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

(c) Loans — Fair values of loans are estimated as follows: fixed and variable loans are estimated using discounted cash flow analyses, taking into consideration various factors including loan type, credit loss and prepayment expectations. The loan cash flows are discounted to present value using a combination of existing market rates and liquidity spreads as well as underlying index rates and margins on variable rate loans resulting in a Level 3 classification.

(d) Individually evaluated loans— Loans are not recorded at fair value on a recurring basis. However, from time to time, certain loans have individual risk characteristics not consistent with a pool of loans and are individually evaluated for credit reserves. Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement are typically individually evaluated. The fair value of these loans is estimated using one of several methods, including collateral value, fair value of similar debt, enterprise value, liquidation value and discounted cash flows. Those loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the loan as nonrecurring Level 3.

(e) Time Deposits — Fair value for fixed and variable rate certificates of deposit are estimated using discounted cash flow analyses using interest rates offered at each reporting date by the Company for certificates with similar remaining maturities resulting in a Level 2 classification.

(f) Short-Term Borrowings — The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, maturing within one year, approximate their fair values resulting in a Level 2 classification.

(g) Subordinated Debentures and Senior Debt — The fair values of the Company’s Subordinated Debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

Assets Recorded at Fair Value

The Company is required or permitted to record the following assets at fair value on a recurring basis. The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis as of December 31, 2025 and 2024 (in thousands):

Fair Value Measurements Using
Fair ValueLevel 1Level 2Level 3
Available-for-sale debt securities:
U.S. Treasury securities$9,509$9,509$—$—
U.S. Government agencies63—63—
Obligations of states and political subdivisions165,961—165,961—
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations64,697—64,697—
Private label mortgage and asset backed securities228,669—228,669—
Corporate debt securities511—511—
Equity Securities6,7976,797——
Total assets measured at fair value on a recurring basis$476,207$16,306$459,901$—
Fair Value Measurements Using
Fair ValueLevel 1Level 2Level 3
Available-for-sale debt securities:
U.S. Treasury securities$9,058$9,058$—$—
U.S. Government agencies65—65—
Obligations of states and political subdivisions164,640—164,640—
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations72,302—72,302—
Private label residential mortgage and asset backed securities230,555—230,555—
Equity Securities6,5866,586——
Total assets measured at fair value on a recurring basis$483,206$15,644$467,562$—

Securities in Level 1 are mutual funds and fair values are based on quoted market prices for identical instruments traded in active markets. Fair values for available-for-sale investment securities in Level 2 are based on quoted market prices for similar securities in active markets. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators.

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings. During the years ended December 31, 2025 and 2024, no transfers between levels occurred.

There were no Level 3 assets measured at fair value on a recurring basis at December 31, 2025 or December 31, 2024. Also there were no liabilities measured at fair value on a recurring basis at December 31, 2025 or December 31, 2024.

Non-Recurring Basis

The table below presents the recorded investment in assets and liabilities measured at fair value on a nonrecurring basis, as of the date indicated (in thousands):

Fair Value Measurements Using
December 31, 2025Fair ValueLevel 1Level 2Level 3
Individually evaluated loans
Commercial real estate$11,937——$11,937
Commercial and industrial1,000——1,000
Other installment loans54——54
Total collateral dependent loans$12,991——$12,991

There were no liabilities measured at fair value on a non-recurring basis at December 31, 2025. There were no assets or liabilities measured on a non-recurring basis at December 31, 2024.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at December 31, 2025 (in thousands):

Fair Value Measurements Using
December 31, 2025Fair ValueValuation TechniqueUnobservable InputsRange, Weighted Average
Collateral dependent loans$12,991Fair value of underlying collateralCost to sellNot meaningful N/A

The individually evaluated loan amounts above represent collateral dependent loans that have been adjusted to fair value. When the Company identifies a collateral dependent loan with unique risk characteristics, the Company evaluates the need for an allowance using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If the Company determines that the value of the loan is less than the recorded investment in the loan, the Company recognizes this impairment and adjusts the carrying value of the loan to fair value through the allowance for credit losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The carrying value of loans fully charged-off is zero.

There were no changes in valuation techniques used during the periods ended December 31, 2025 or December 31, 2024.

  1. OPERATING SEGMENTS

The Company hasone reportable segment: banking operations. Loans and leases, investment securities, interest-bearing deposits and non-interest income provide the revenues of the banking operation. Loans and leases generate a majority of the Company’s interest and fee income. Interest income earned on investment securities and interest-bearing deposits are another source of revenue. Non-interest income is derived from deposit products offered to customers that generate fees and service charge income. Additional other sources of non-interest income include earnings from bank owned life insurance, merchant card services, and other investments. Interest expense, provisions for credit losses, salaries and employee benefits, and data processing provide the significant expenses in banking operations. These significant expenses are the same as those disclosed in the Company’s Consolidated Statements of Income and Consolidated Statements of Cash Flows.

The Company’s chief operating decision maker (CODM) is the Chief Executive Officer. The CODM is provided with consolidated balance sheets, income statements, and net interest margin analyses in order to evaluate the revenue streams, significant expenses, and budget-to-actual results in assessing the Company’s segment and determining the allocation of resources. Additionally, the CODM reviews performance of various components of banking operations, such as asset mix, funding sources for assets, and overhead costs, in order to assess product pricing, profitability and evaluate return on assets. The CODM uses consolidated net income, return on average assets, and return on average equity to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring budget-to-actual results are used in assessing performance and in establishing compensation.

Years ended December 31,
(in thousands) · 2025 · 2024 · 2023
Interest and dividend income$185,710$160,388$102,418
Reconciliation of revenue:
Other noninterest income10,4886,4457,020
Total consolidated revenue196,198166,833109,438
Less:
Interest expense49,53050,02119,989
Segment net interest income and noninterest income146,668116,81289,449
Less:
Provision for credit losses3,75411,113309
Salaries and employee benefits49,84148,47031,367
Other segment items (1)40,54546,23123,933
Income tax expense14,3603,3328,304
Consolidated net income$38,168$7,666$25,536
As of December 31,
Reconciliation of assets20252024
Total assets for reportable segment$3,690,317$3,521,771
Adjustments and reconciling items——
Total consolidated assets$3,690,317$3,521,771
(1) - Other segment items include other non-interest expense such as occupancy expense, data processing, professional fees, regulatory assessments, and advertising.
  1. PARENT ONLY CONDENSED FINANCIAL STATEMENTS

CONDENSED BALANCE SHEETS

December 31, 2025 and 2024

(In thousands)20252024
ASSETS
Cash and cash equivalents$1,955$303
Investment in Bank subsidiary472,650428,907
Other assets5,0063,564
Total assets$479,611$432,774
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Senior debt and subordinated debentures$69,526$69,889
Other liabilities497200
Total liabilities70,02370,089
Shareholders’ equity:
Common stock210,222207,816
Retained earnings238,990209,984
Accumulated other comprehensive loss, net of tax(39,624)(55,115)
Total shareholders’ equity409,588362,685
Total liabilities and shareholders’ equity$479,611$432,774

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(In thousands)202520242023
Income:
Dividends declared by Subsidiary (Company)$14,200$14,000$6,963
Other income103011
Total income14,21014,0306,974
Expenses:
Interest on subordinated debentures and borrowings3,5913,2983,652
Professional fees3205141,305
Other expenses2,1323,825283
Total expenses6,0437,6375,240
Income before equity in undistributed net income of Subsidiary8,1676,3931,734
Equity in undistributed (deficit in distributed) net income of Subsidiary, net of distributions28,252(477)22,256
Income before income tax benefit36,4195,91623,990
Benefit from income taxes1,7491,7501,546
Net income$38,168$7,666$25,536
Total other comprehensive income15,49110,91915,193
Comprehensive income$53,659$18,585$40,729

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)202520242023
Cash flows from operating activities:
Net income$38,168$7,666$25,536
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Undistributed net income of subsidiary, net of distributions(28,252)477(22,256)
Equity-based compensation1,158879858
Amortization of unamortized issuance cost145145145
Net increase in other assets(1,442)(2,017)(715)
Net increase (decrease) in other liabilities297(68)(542)
Net cash provided by operating activities10,0747,0823,026
Cash flows used in investing activities:
Cash flows from financing activities:
Cash dividend payments on common stock(9,162)(8,230)(5,657)
Repayments of senior debt(508)——
Purchase and retirement of common stock(151)(38)(1)
Proceeds from exercise of stock options1,093465—
Proceeds from stock issued under employee stock purchase plan306248206
Net cash used in financing activities(8,422)(7,555)(5,452)
Change in cash and cash equivalents1,652(473)(2,426)
Cash and cash equivalents at beginning of year3037763,202
Cash and cash equivalents at end of year$1,955$303$776
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest$3,248$2,756$4,180
  1. SUBSEQUENT EVENTS

Dividend Declared

On January 21, 2026, the Board of Directors declared a 0.12 per share cash dividend payable on February 20, 2026 to shareholders of record as of February 6, 2026.

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