Certain matters discussed in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions, and are generally identified by the use of the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations and assumptions, and statements about, among other things, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by these forward- looking statements, and from our historical performance, as a result of a wide variety of factors including, but not limited to:
| ● | adverse economic conditions in general and in California, Nevada, Colorado, New Mexico and Washington in particular, as well as other markets where the Company has lending relationships; |
| ● | changes in employment levels, labor supply, persistent inflation, recessionary pressures, or the level of economic growth; |
| ● | changes in interest rate levels and volatility, and the timing and pace of such changes, including actions by the Board of Governors of the Federal Reserve System (“Federal Reserve”), which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity; |
| ● | the impact of inflation and related monetary and fiscal responses, and their effect on consumer and business behavior; |
| ● | fiscal policy disputes or disruptions, including the effects of any government shutdown or delays in budget approvals; |
| ● | the credit risks of lending and securities activities, including delinquencies, write-offs, and changes in our allowance for credit losses and provision for credit losses; |
| ● | changes in the levels of general interest rates and the relative differences between short and long-term interest rates and loan and deposit interest rates; |
| ● | unexpected outflows of uninsured deposits, which may require us to sell investment securities at a loss; |
| ● | our net interest margin and funding sources; |
| ● | fluctuations in the demand for loans, unsold homes, land and other properties; |
| ● | fluctuations in real estate values in our market areas; |
| ● | secondary market conditions for loans and our ability to sell loans in the secondary market; |
| ● | results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, require us to change our business mix, increase our allowance for credit losses, write down asset values or increase our capital levels, affect our ability to borrow funds or maintain or increase deposits; |
| ● | risks related to our acquisition strategy, including our ability to identify future suitable acquisition candidates, exposure to potential asset and credit quality risks and unknown or contingent liabilities, the need for capital to finance such transactions, our ability to obtain required regulatory approvals and possible failures in realizing the anticipated benefits from acquisitions; |
| ● | challenges arising from attempts to expand into new geographic markets, products, or services; |
| ● | bank failures or adverse developments at other banks and related negative publicity about the banking industry on investor and depositor sentiment; |
| ● | legislative or regulatory changes, including changes in banking, securities and tax laws, in regulatory policies and principles, or the interpretation of regulatory capital or other rules, |
| ● | our ability to attract and retain deposits; |
| ● | our ability to control operating costs and expenses; |
| ● | use of estimates in determining the fair value of certain of our assets and liabilities, which may prove incorrect; |
| ● | staffing fluctuations in response to product demand or corporate implementation strategies; |
| ● | the effectiveness of our risk management framework; |
| ● | vulnerabilities in information systems or third-party service providers, including disruptions, breaches, or cyberattacks; |
| ● | our ability to adapt to rapid technological changes, including advancements related to artificial intelligence, digital banking platforms, and cybersecurity; |
| ● | risks associated with dependence on our Chief Executive Officer and other members of our senior management team and our ability to attract, motivate and retain qualified personnel; |
| ● | costs and effects of litigation, including settlements and judgments; |
| ● | our ability to implement our business strategies, including expectations regarding key growth initiatives and strategic priorities; |
| ● | liquidity issues, including our ability to borrow funds or raise additional capital, if needed or desired; |
| ● | the loss of our large loan and deposit relationships; |
| ● | increased competitive pressures, including repricing and competitors’ pricing initiatives, and their impact on our market position and our loan and deposit products; |
| ● | the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; |
| ● | our ability to pay dividends on our common stock; |
| ● | the quality and composition of our securities portfolio and the impact of any adverse changes in the securities markets; |
| ● | the inability of key third-party providers to perform their obligations; |
| ● | changes in accounting principles, policies or guidelines and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board; |
| ● | environmental, social and governance matters; |
| ● | the potential imposition of new tariffs or changes to existing trade policies that could affect economic activity or specific industry sectors; |
| ● | geopolitical developments and international conflicts, or the imposition of new or increased tariffs and trade restrictions, which may disrupt financial markets, global supply chains, commodity prices, or economic activity; |
| ● | the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil and political unrest and other external events; |
| ● | other risks described from time to time in our documents filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”), including this Form 10-K. |
In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Form 10-K might not occur, and we caution readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.
We do not undertake and specifically disclaim any obligation to revise any forward- looking statements included in this Form 10-K or the reasons why actual results could differ from those contained in such statements, whether as a result of new information or to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for 2026 and beyond to differ materially from those expressed in any forward-looking statements made by us or on our behalf could negatively affect our consolidated financial condition and consolidated results of operations as well as our stock price performance.
