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MetroCity Bankshares Inc

For the period ended Mar 31, 2025. Filed May 8, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

MCBS$36.20-0.4%Stored close · as of Nov 10, 2026

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Notes to Consolidated Financial Statements (unaudited)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements include the accounts of MetroCity Bankshares, Inc. (“Company”) and its wholly-owned subsidiary, Metro City Bank (the “Bank”). The Company owns 100% of the Bank. The “Company” or “our,” as used herein, includes Metro City Bank unless the context indicates that we refer only to MetroCity Bankshares, Inc.

These unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) followed within the financial services industry for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information or notes required for complete financial statements.

The Company principally operates inone business segment, which is community banking.

In the opinion of management, all adjustments, consisting of normal and recurring items, considered necessary for a fair presentation of the consolidated financial statements for the interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to current year presentation. These reclassifications did not have a material effect on previously reported net income, shareholders’ equity or cash flows.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2024.

The Company’s significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Company’s 2024 Form 10-K”). There were no new accounting policies or changes to existing policies adopted during the first three months of 2025 which had a significant effect on the Company’s results of operations or statement of financial condition. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.

Contingencies

Due to the nature of their activities, the Company and its subsidiary are at times engaged in various legal proceedings that arise in the course of normal business, some of which were outstanding as of March 31, 2025. Although the ultimate outcome of all claims and lawsuits outstanding as of March 31, 2025 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on the Company’s results of operations or financial condition.

Operating Segments

Our Chief Executive Officer is our designated chief operating decision maker. While the chief operating decision maker monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated intoone as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated inone reportable operating segment.

The chief operating decision maker uses income before income taxes as the measure of segment profit or loss to assess the performance of and allocate resources to the Company’sone reportable operating segment. Interest income and noninterest income generated from our residential real estate and SBA loans provide the primary revenue in the operating

segment. Interest expense, provision for credit losses, and salaries, commissions and employee benefits, as well as occupancy and equipment expenses, provide the significant expenses in the operating segment. These figures are regularly provided to the chief operating decision maker and are monitored through budget-to-actual variance review

The Company has evaluated the Accounting Standards Updates issued during 2025 to date but does not expect those updates to have a material impact on the Company’s consolidated financial statements.

NOTE 2 – INVESTMENT SECURITIES

The amortized costs, gross unrealized gains and losses, and estimated fair values of securities available for sale as of March 31, 2025 and December 31, 2024 are summarized as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, 2025
​ · Gross · Gross · Gross · Estimated
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
(Dollars in thousands) · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
Obligations of U.S. Government entities and agencies​$2,563​$—​$—​$2,563
States and political subdivisions​8,010​—​(1,575)​6,435
Mortgage-backed GSE residential​8,096​—​​(1,668)​6,428
Total​$18,669​$—​$(3,243)​$15,426
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2024
​ · Gross · Gross · Gross · Estimated
​ · ​ · Amortized · ​ · Unrealized · ​ · Unrealized · ​ · Fair
(Dollars in thousands) · ​ · Cost · ​ · Gains · ​ · Losses · ​ · Value
Obligations of U.S. Government entities and agencies​$4,467​$—​$—​$4,467
States and political subdivisions​8,022​—​(1,485)​6,537
Mortgage-backed GSE residential​8,186​—​​(1,799)​6,387
Total​$20,675​$—​$(3,284)​$17,391

The amortized costs and estimated fair values of investment securities available for sale at March 31, 2025 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Securities Available for Sale
​ · Amortized · Estimated
(Dollars in thousands) · ​ · Cost · ​ · Fair Value
Due in one year or less​$—​$—
Due after one year but less than five years​3,802​​3,788
Due after five years but less than ten years​—​​—
Due in more than ten years​6,771​​5,210
Mortgage-backed GSE residential​8,096​​6,428
Total​$18,669​$15,426

Accrued interest receivable for securities available for sale totaled $70,000 and $113,000 as of March 31, 2025 and December 31, 2024, respectively. This accrued interest receivable is included in the “accrued interest receivable” line item on the Company’s Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, the Company had securities pledged to the Federal Reserve Bank Discount Window with a carrying amount of $12.9 million for both periods. There wereno securities sold during the three months ended March 31, 2025 and 2024.

Information pertaining to securities with gross unrealized losses at March 31, 2025 and December 31, 2024 aggregated by investment category and length of time that individual securities have been in a continuous loss position, are summarized in the table below.

​​​​​​​​​​​​​
​ · ​ · March 31, 2025
​ · ​ · Twelve Months or Less · ​ · Over Twelve Months
​ · Gross · Estimated · Gross · Estimated
​ · ​ · Unrealized · ​ · Fair · ​ · Unrealized · ​ · Fair
(Dollars in thousands) · ​ · Losses · ​ · Value · ​ · Losses · ​ · Value
States and political subdivisions​$—​$—​$1,575​$6,435
Mortgage-backed GSE residential​​—​​—​​1,668​​6,428
Total​$—​$—​$3,243​$12,863
​​​​​​​​​​​​​
​ · ​ · December 31, 2024
​ · ​ · Twelve Months or Less · ​ · Over Twelve Months
​ · Gross · Estimated · Gross · Estimated
​ · ​ · Unrealized · ​ · Fair · ​ · Unrealized · ​ · Fair
(Dollars in thousands) · ​ · Losses · ​ · Value · ​ · Losses · ​ · Value
States and political subdivisions​$—​$—​$1,485​$6,537
Mortgage-backed GSE residential​​—​​—​​1,799​​6,387
Total​$—​$—​$3,284​$12,924

At March 31, 2025, thetwenty securities available for sale(11 municipal securities and 9 mortgage-backed securities)with an unrealized loss have depreciated 20.13% from the Company’s amortized cost basis. All of these securities have been in a loss position for greater than twelve months.

The Company does not believe that the securities available for sale that were in an unrealized loss position as of March 31, 2025 represent a credit loss impairment. As of March 31, 2025, there have been no payment defaults nor do we currently expect any future payment defaults. Furthermore, the Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.

Equity Securities

As of March 31, 2025 and December 31, 2024, the Company had equity securities with carrying values totaling $18.4 million and $10.3 million, respectively. The equity securities consist of our investment in a market-rate bond mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development throughout the United States. The mutual fund focuses exclusively on providing affordable housing to low- and moderate-income borrowers and renters, including those in Majority Minority Census Tracts.

During the three months ended March 31, 2025 and 2024, we recognized an unrealized gain of $140,000 and an unrealized loss of$47,000, respectively, in net income on our equity securities. These unrealized gains and losses are recorded in “Other Income” on the Consolidated Statements of Income.

NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Major classifications of loans at March 31, 2025 and December 31, 2024 are summarized as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · March 31, · December 31,
(Dollars in thousands) · 2025 · 2024
Construction and development​$28,403​$21,569
Commercial real estate​792,149​762,033
Commercial and industrial​71,518​78,220
Residential real estate​2,248,028​2,303,234
Consumer and other​67​260
Total loans receivable​3,140,165​3,165,316
Unearned income​(7,630)​(7,381)
Allowance for credit losses​(18,592)​(18,744)
Loans, net​$3,113,943​$3,139,191

The Company is not committed to lend additional funds to borrowers with nonaccrual or restructured loans.

In the normal course of business, the Company may sell and purchase loan participations to and from other financial institutions and related parties. Commercial loan participations are sold as needed to comply with the legal lending limits per borrower as imposed by regulatory authorities. The participations are sold without recourse and the Company imposes no transfer or ownership restrictions on the purchaser.

The Company elected to exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this note. As of March 31, 2025 and December 31, 2024, accrued interest receivable for loans totaled $16.4 million and $15.7 million, respectively, and is included in the “accrued interest receivable” line item on the Company’s Consolidated Balance Sheets.

Allowance for Credit Losses

A summary of changes in the allowance for credit losses by portfolio segment for the three months ended March 31, 2025 and 2024 is as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​Three Months Ended March 31, 2025
​ · ​ · Construction · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · and · Commercial · Commercial · Residential · ​ · Consumer · ​ · ​ · ​
(Dollars in thousands) · Development · Real Estate · and Industrial · Real Estate · and Other · Total
Allowance for credit losses: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Beginning balance​$31​$7,265​$1,380​$10,066​$2​$18,744
Charge-offs​—​—​​(173)​—​—​(173)
Recoveries​—​1​​3​—​—​4
Provision for loan losses​13​​276​​(8)​​(263)​​(1)​17
Ending balance​$44​$7,542​$1,202​$9,803​$1​$18,592
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended March 31, 2024
​ · ​ · Construction · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · and · ​ · Commercial · ​ · Commercial · ​ · Residential · ​ · Consumer · ​ · ​ · ​
(Dollars in thousands) · Development · Real Estate · and Industrial · Real Estate · and Other · Total
Allowance for credit losses: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Beginning balance​$46​$6,876​$588​$10,597​$5​$18,112
Charge-offs​—​—​​—​—​—​—
Recoveries​—​1​​3​—​—​4
Provision for loan losses​43​​28​​142​​(344)​​(3)​(134)
Ending balance​$89​$6,905​$733​$10,253​$2​$17,982

Allowance for Unfunded Commitments

The Company records an allowance for credit losses on unfunded loan commitments, unless the commitments to extend credit are unconditionally cancelable through a charge to provision for unfunded commitments in the Company’s Consolidated Statements of Income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur. The allowance for unfunded commitments totaled $282,000, $310,000 and $165,000 as of March 31, 2025, March 31, 2024 and December 31, 2024, respectively, and is included in Other Liabilities on the Company’s Consolidated Balance Sheets.

Collateral-Dependent Loans

Collateral-dependent loans are loans for which foreclosure is probable or loans for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The estimated credit losses for these loans are based on the collateral’s fair value, less selling costs. In most cases, the Company records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value, less selling costs, at the time of foreclosure. As of March 31, 2025, there were$13.9 million,$2.9 million and$335,000 of collateral-dependent loans which were secured by residential real estate, commercial real estate and equipment, respectively. As of December 31, 2024, there were$14.2 million,$4.3 million and$569,000 of collateral-dependent loans which were secured by residential real estate, commercial real estate and equipment, respectively. The allowance for credit losses allocated to these loans as of March 31, 2025 and December 31, 2024 was$635,000 and$748,000, respectively.

Past Due and Nonaccrual Loans

A primary credit quality indicator for financial institutions is delinquent balances. Delinquencies are updated on a daily basis and are continuously monitored. Loans are placed on nonaccrual status as needed based on repayment status and consideration of accounting and regulatory guidelines. Nonaccrual balances are updated and reported on a daily basis.

The following summarizes the Company’s past due and nonaccrual loans, by portfolio segment, as of March 31, 2025 and December 31, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accruing · ​ · Total · ​ · ​ · ​ · ​ · Total
(Dollars in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Greater than · ​ · Accruing · ​ · ​ · ​ · ​ · Financing
March 31, 2025 · Current · 30-59 Days · 60-89 Days · 90 Days · Past Due · Nonaccrual · Receivables
Construction and development​$27,522​$—​$—​$—​$—​$—​$27,522
Commercial real estate​784,570​​1,969​​—​​—​1,969​2,490​789,029
Commercial and industrial​70,209​​633​​—​​—​633​394​71,236
Residential real estate​2,212,787​​16,659​​1,296​​—​17,955​13,939​2,244,681
Consumer and other​​67​​—​​—​​—​—​—​​67
Total​$3,095,155​$19,261​$1,296​$—​$20,557​$16,823​$3,132,535
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accruing · ​ · Total · ​ · ​ · ​ · ​ · Total
(Dollars in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Greater than · ​ · Accruing · ​ · ​ · ​ · ​ · Financing
December 31, 2024 · Current · 30-59 Days · 60-89 Days · 90 Days · Past Due · Nonaccrual · Receivables
Construction and development​$21,390​$—​$—​$—​$—​$—​$21,390
Commercial real estate​752,686​1,705​1,257​—​2,962​3,316​758,964
Commercial and industrial​77,310​—​82​—​82​526​77,918
Residential real estate​2,271,175​10,777​3,283​—​14,060​14,168​2,299,403
Consumer and other​260​—​—​—​—​—​260
Total​$3,122,821​$12,482​$4,622​$—​$17,104​$18,010​$3,157,935

The following table presents an analysis of nonaccrual loans with and without a related allowance for credit losses as of March 31, 2025 and December 31, 2024:

​​​​​​​​​​
​ · ​ · Nonaccrual · ​ · Nonaccrual · ​ · ​ · ​
(Dollars in thousands) · ​ · Loans With a · ​ · Loans Without a · ​ · Total
March 31, 2025 · Related ACL · Related ACL · Nonaccrual Loans
Construction and development​$—​$—​$—
Commercial real estate​​1,971​​519​​2,490
Commercial and industrial​149​245​394
Residential real estate​​—​​13,939​​13,939
Total​$2,120​$14,703​$16,823
​​​​​​​​​​
​ · ​ · Nonaccrual · ​ · Nonaccrual · ​ · ​ · ​
(Dollars in thousands) · ​ · Loans With a · ​ · Loans Without a · ​ · Total
December 31, 2024 · Related ACL · Related ACL · Nonaccrual Loans
Construction and development​$—​$—​$—
Commercial real estate​​1,738​​1,578​​3,316
Commercial and industrial​329​197​526
Residential real estate​​—​​14,168​​14,168
Total​$2,067​$15,943​$18,010

All payments received while a loan is on nonaccrual status are applied against the principal balance of the loan. The Company does not recognize interest income while loans are on nonaccrual status.

Credit Quality Indicators

The Company utilizes a ten grade loan risk rating system for its loan portfolio as follows:

●Loans rated Pass – Loans in this category have low to average risk. There are six loan risk ratings (grades 1-6) included in loans rated Pass.
●Loans rated Special Mention (grade 7) – Loans do not presently expose the Company to a sufficient degree of risk to warrant adverse classification, but do possess deficiencies deserving close attention.
●Loans rated Substandard (grade 8) – Loans are inadequately protected by the current credit-worthiness and paying capability of the obligor or of the collateral pledged, if any.
●Loans rated Doubtful (grade 9) – Loans which have all the weaknesses inherent in loans classified Substandard, with the added characteristic that the weaknesses make collections or liquidation in full, or on the basis of currently known facts, conditions and values, highly questionable or improbable.
●Loans rated Loss (grade 10) – Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.

Loan grades are monitored regularly and updated as necessary based upon review of repayment status and consideration of periodic updates regarding the borrower’s financial condition and capacity to meet contractual requirements.

The following tables present the loan portfolio's amortized cost by loan type, risk rating and year of origination as of March 31, 2025 and December 31, 2024. There wereno loans with a risk rating of Doubtful or Loss at March 31, 2025 and December 31, 2024.

​​​​​​​​​​​​​​​​​​​​​​​​​
(Dollars in thousands) · ​ · Term Loan by Origination Year · ​ · Revolving · ​ · ​ · ​
March 31, 2025 · 2025 · 2024 · 2023 · 2022 · ​ · 2021 · ​ · Prior · Loans · Total Loans
Construction and development · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Pass​$206​$21,089​$620​$3,729​$182​$1,148​$—​$26,974
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​—​—​—​548​—​—​548
Total construction and development​$206​$21,089​$620​$3,729​$730​$1,148​$—​$27,522
Commercial real estate​​​​​​​​​​
Pass​$53,387​$122,912​$147,560​$195,247​$80,428​$161,634​$—​$761,168
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​—​449​4,672​12,283​10,457​—​27,861
Total commercial real estate​$53,387​$122,912​$148,009​$199,919​$92,711​$172,091​$—​$789,029
Commercial and industrial​​​​​​​​​​
Pass​$1,147​$5,624​$16,237​$10,377​$3,503​$5,029​$27,701​$69,618
Special Mention​—​—​—​—​—​577​—​577
Substandard​—​—​—​193​228​620​—​1,041
Total commercial and industrial​$1,147​$5,624​$16,237​$10,570​$3,731​$6,226​$27,701​$71,236
​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial:​​​​​​​​​​​​​​​​​​​​​​​​
Current period gross write offs​$—​$—​$—​$—​$173​$—​$—​$173
​​​​​​​​​​​​​​​​​​​​​​​​​
Residential real estate​​​​​​​​​​
Pass​$87,372​$301,717​$139,165​$597,308​$724,483​$379,570​$—​$2,229,615
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​414​1,990​1,228​2,220​9,214​—​15,066
Total residential real estate​$87,372​$302,131​$141,155​$598,536​$726,703​$388,784​$—​$2,244,681
Consumer and other​​​​​​​​​​
Pass​$67​$—​$—​$—​$—​$—​$—​$67
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​—​—​—​—​—​—​—
Total consumer and other​$67​$—​$—​$—​$—​$—​$—​$67
​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans$142,179$451,756$306,021$812,754​$823,875​$568,249$27,701$3,132,535
​​​​​​​​​​​​​​​​​​​​​​​​​
(Dollars in thousands) · ​ · Term Loan by Origination Year · ​ · Revolving · ​ · ​ · ​
December 31, 2024 · 2024 · 2023 · 2022 · 2021 · ​ · 2020 · ​ · Prior · Loans · Total Loans
Construction and development · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Pass​$16,069​$620​$2,814​$183​$1,156​$—​$—​$20,842
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​—​—​548​—​—​—​548
Total construction and development​$16,069​$620​$2,814​$731​$1,156​$—​$—​$21,390
Commercial real estate​​​​​​​​​​
Pass​$124,106​$149,105​$196,578​$84,817​$71,425​$103,393​$380​$729,804
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​450​4,678​12,282​4,467​7,283​—​29,160
Total commercial real estate​$124,106​$149,555​$201,256​$97,099​$75,892​$110,676​$380​$758,964
Commercial and industrial​​​​​​​​​​
Pass​$5,938​$16,277​$10,660​$3,646​$1,954​$2,908​$34,167​$75,550
Special Mention​—​—​—​—​—​1,133​—​1,133
Substandard​—​—​193​405​349​288​—​1,235
Total commercial and industrial​$5,938​$16,277​$10,853​$4,051​$2,303​$4,329​$34,167​$77,918
​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial:​​​​​​​​​​​​​​​​​​​​​​​​
Current period gross write offs​$—​$—​$64​$—​$—​$66​$—​$130
​​​​​​​​​​​​​​​​​​​​​​​​​
Residential real estate​​​​​​​​​​
Pass​$337,878​$167,059​$635,481​$743,553​$245,418​$152,943​$—​$2,282,332
Special Mention​—​—​—​—​—​—​—​—
Substandard​415​1,638​2,047​2,910​1,529​8,532​—​17,071
Total residential real estate​$338,293​$168,697​$637,528​$746,463​$246,947​$161,475​$—​$2,299,403
Consumer and other​​​​​​​​​​
Pass​$260​$—​$—​$—​$—​$—​$—​$260
Special Mention​—​—​—​—​—​—​—​—
Substandard​—​—​—​—​—​—​—​—
Total consumer and other​$260​$—​$—​$—​$—​$—​$—​$260
​​​​​​​​​​​​​​​​​​​​​​​​​
Total loans$484,666$335,149$852,451$848,344​$326,298​$276,480$34,547$3,157,935

During the three months ended March 31, 2025, no revolving loans were converted to term loans. During the year ended December 31, 2024, four construction and development revolving loans totaling $16.2 million were converted to commercial real estate term loans.

Loan Modifications to Borrowers Experiencing Financial Difficulty.

Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, payment deferrals, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.

During the three months ended March 31, 2025, there wasone commercial real estate loan modification totaling $12.2 million made to a borrower experiencing financial difficulty. The borrower of this loan modification was granted payment deferrals totaling $324,000. No loan modifications were made to borrowers experiencing financial difficulty during the three months ended March 31, 2024.

No loan modifications previously made to borrowers experiencing financial difficulty defaulted during the three months ended March 31, 2025 and 2024. No charge-offs of previously modified loans were recorded during the three months ended March 31, 2025 and 2024.

NOTE 4 – SBA AND USDA LOAN SERVICING

The Company sells the guaranteed portion of certain SBA and USDA loans it originates and continues to service the sold portion of the loan. The portion of the loans sold are not included in the financial statements of the Company. As of March 31, 2025 and December 31, 2024, the unpaid principal balances of serviced loans totaled $474.1 million and $479.7 million, respectively.

Activity for SBA and USDA loan servicing rights are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · For the Three Months Ended March 31,
(Dollars in thousands) · 2025 · 2024
Beginning of period​$7,274​$7,251
Change in fair value​(107)​360
End of period, fair value​$7,167​$7,611

Fair value at March 31, 2025 and December 31, 2024 was determined using discount rates ranging from 5.45% to 10.52% and 5.22% to 10.78%, respectively, and prepayment speeds ranging from 6.33% to 21.58% and 9.82% to 21.47%, respectively, depending on the stratification of the specific right. Average default rates are based on the industry average for the applicable NAICS/SIC code.

Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of fair value measurement, risk characteristics including product type and interest rate, were used to stratify the originated loan servicing rights.

NOTE 5 – RESIDENTIAL MORTGAGE LOAN SERVICING

Residential mortgage loans serviced for others are not reported as assets. The outstanding principal of these loans at March 31, 2025 and December 31, 2024 was $537.6 million and $527.0 million, respectively.

Activity for mortgage loan servicing rights and the related valuation allowance are as follows:

​​​​​​​
(Dollars in thousands) · ​ · For the Three Months Ended March 31,
Mortgage loan servicing rights: · 2025 · 2024
Beginning of period​$1,409​$1,273
Additions​228​136
Amortization expense​(118)​(472)
Valuation allowance​​(43)​​—
End of period, carrying value​$1,476​$937
​​​​​​​
(Dollars in thousands) · ​ · For the Three Months Ended March 31,
Valuation allowance: · 2025 · 2024
Beginning balance​$20​$—
Additions expensed​43​—
Reductions credited to operations​—​—
Direct write-downs​​—​​—
Ending balance​$63​$—

The fair value of servicing rights was $6.5 million and $6.8 million at March 31, 2025 and December 31, 2024, respectively. Fair value at March 31, 2025 was determined by using a discount rate of 13.09%, prepayment speeds of 18.26%, and a weighted average default rate of 1.53%. Fair value at December 31, 2024 was determined by using a discount rate of 13.07%, prepayment speeds of 16.82%, and a weighted average default rate of 1.52%.

NOTE 6 – FEDERAL HOME LOAN BANK ADVANCES & OTHER BORROWINGS

Advances from the Federal Home Loan Bank (“FHLB”) at March 31, 2025 and December 31, 2024 are summarized as follows:

​​​​​​​
(Dollars in thousands) · March 31, 2025 · December 31, 2024
Convertible advance maturing September 4, 2026; fixed rate of 3.718%​$50,000​$—
Convertible advance maturing April 22, 2027; fixed rate of 4.174%​​25,000​​25,000
Convertible advance maturing April 23, 2027; fixed rate of 4.177%​​25,000​​25,000
Convertible advance maturing April 26, 2027; fixed rate of 4.193%​​50,000​​50,000
Convertible advance maturing May 7, 2027; fixed rate of 4.089%​​100,000​​100,000
Convertible advance maturing May 13, 2027; fixed rate of 4.099%​​50,000​​50,000
Convertible advance maturing May 14, 2027; fixed rate of 4.100%​​75,000​​75,000
Convertible advance maturing June 24, 2027; fixed rate of 3.993%​​50,000​​50,000
Total FHLB advances​$425,000​$375,000

The FHLB advances outstanding at March 31, 2025 all have a conversion feature that allows the FHLB to call the advances every three months. At March 31, 2025 and December 31, 2024, the Company had a line of credit with the FHLB, set as a percentage of total assets, with maximum borrowing capacity of $1.07 billion for both periods. The available borrowing amounts are collateralized by the Company’s FHLB stock and pledged residential real estate loans, which totaled $2.24 billion and $2.27 billion at March 31, 2025 and December 31, 2024, respectively.

At March 31, 2025, the Company had unsecured federal funds lines available with correspondent banks of approximately $47.5 million. There wereno advances outstanding on these lines at March 31, 2025.

At March 31, 2025 and December 31, 2024, the Company had Federal Reserve Discount Window funds available of approximately $549.0 million and $539.3 million, respectively. The funds are collateralized by a pool of construction and development, commercial real estate and commercial and industrial loans with carrying balances totaling $691.2 million and $667.6 million as of March 31, 2025 and December 31, 2024, respectively, as well as all of the Company’s municipal and mortgage backed securities. There wereno outstanding borrowings on this line as of March 31, 2025.

NOTE 7 – OPERATING LEASES

The Company has entered into various operating leases for certain branch locations with terms extending through October 2033. Generally, these leases have initial lease terms often years or less. Many of the leases haveone or more renewal options which typically are forfive years at the then fair market rental rates. We assessed these renewal options using a threshold of reasonably certain. For leases where we were reasonably certain to renew, those option periods were included within the lease term, and therefore, the measurement of the right-of-use (“ROU”) asset and lease liability. None of our leases include options to terminate the lease andnone have initial terms of 12 months or less (i.e. short-term leases). Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities on the Consolidated Balance Sheets. The Company currently does not have any finance leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental collateralized borrowing rate provided by the FHLB at the lease commencement date. ROU assets are further adjusted for lease incentives, if any. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in “Occupancy and Equipment” expense in the Consolidated Statements of Income.

The components of lease cost for the three months ended March 31, 2025 and 2024 were as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended March 31,
(Dollars in thousands) · ​ · 2025 · 2024
Operating lease cost​$570​$557
Variable lease cost​53​49
Short-term lease cost​—​—
Sublease income​—​—
Total net lease cost​$623​$606

Future maturities of the Company’s operating lease liabilities are summarized as follows:

​ · ​ · ​ · ​
(Dollars in thousands)​​
Twelve Months Ended:Lease Liability
March 31, 2026​$2,085
March 31, 2027​1,852
March 31, 2028​1,582
March 31, 2029​1,155
March 31, 2030​745
After March 31, 2030​1,802
Total lease payments​9,221
Less: interest discount​(1,259)
Present value of lease liabilities​$7,962
​ · ​ · ​ · ​
​​​
Supplemental Lease Information · March 31, 2025
Weighted-average remaining lease term (years)6.2​
Weighted-average discount rate3.77%
​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended March 31,
(Dollars in thousands) · 2025 · 2024
Cash paid for amounts included in the measurement of lease liabilities: · ​ · ​
Operating cash flows from operating leases (cash payments)​$554​$534
Operating cash flows from operating leases (lease liability reduction)​$480​$462
Operating lease right-of-use assets obtained in exchange for leases entered into during the period​$502​$—

NOTE 8 – INTEREST RATE DERIVATIVES

During 2021 and 2022, the Company entered into fourteen separate interest rate swap agreements with notional amounts totaling $800.0 million. Six of the interest rate swaps aretwo-year forward three-year term swaps (five-year total term) where cash settlements began in October 2023, January 2024 or April 2024. Four of the interest rate swaps aretwo-year forwardtwo-year term swaps (four-year total term) where cash settlements began in November 2023 or April 2024. Two of the interest rate swaps are aone-year forwardtwo-year term swap (three-year total term) and aone-year forward three-year term swap (four-year term total) where cash settlements began in May 2023 or July 2023. Thetwo remaining interest rate swaps are 3-year spot swaps where cash settlements began in June 2022 and December 2022. The swap agreements were designated as cash flow hedges of our deposit accounts that are indexed to the Federal Funds Effective rate. The swaps are determined to be highly effective since inception and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps amounted to an unrealized gain of $15.6 million and $20.4 million and an unrealized loss of$208,000 and $243,000 at March 31, 2025 and December 31, 2024, respectively. These unrealized gains and losses are recorded in “Interest Rate Derivatives” and “Other Liabilities” on the Consolidated Balance Sheets. The Company expects the hedges to remain highly effective during the remaining terms of the swaps.

During January 2025, the Company entered into three interest rate cap agreements with notional amounts totaling $200.0 million, all with a cap rate of 4.50%. One of these interest rate caps is atwo-year spot cap where cash settlements

began in February 2025. The othertwo interest rate caps are forward startingtwo-year term caps where cash settlements begin in June 2025 or July 2025. During October 2021, the Company entered into an interest rate cap agreement with a notional amount of $50.0 million at a cap rate of 2.50%. This interest rate cap is atwo-year forward three-year term (five-year total term) where cash settlements began in November 2023. The interest rate cap agreements were designated as cash flow hedges of our deposit accounts that are indexed to the Federal Funds Effective rate. The rate cap premium paid by the Company at inception will be amortized on a straight line basis to deposit interest expense over the total term of the interest rate cap agreement. The aggregate fair value of the interest rate caps, inclusive of unamortized interest rate cap premiums, amounted to an unrealized gain of $1.6 million and $1.4 million at March 31, 2025 and December 31, 2024, respectively, and are recorded in “Interest Rate Derivatives” on the Consolidated Balance Sheets.

The Company is exposed to credit related losses in the event of the nonperformance by the counterparties to the interest rate swaps. The Company performs an initial credit evaluation and ongoing monitoring procedures for all counterparties and currently anticipates that all counterparties will be able to fully satisfy their obligation under the contracts. In addition, the Company may require collateral from counterparties in the form of cash deposits in the event that the fair value of the contracts are positive and such fair value for all positions with the counterparty exceeds the credit support thresholds specified by the underlying agreement. Conversely, the Company is required to post cash deposits as collateral in the event the fair value of the contracts are negative and are below the credit support thresholds. At March 31, 2025, there wereno cash deposits pledged as collateral by the Company. At March 31, 2025, the Company had $17.3 million of restricted cash obtained from the counterparties as collateral for the significant unrealized gains on our interest rate derivatives.

Summary information for the interest rate swaps designated as cash flow hedges is as follows:

​​​​​​​
​ · As of or for the · As of or for the
​ · ​ · Three Months Ended · ​ · Year Ended
(Dollars in thousands) · March 31, 2025 · December 31, 2024
Notional amounts​$800,000$800,000
Weighted-average pay rate​​2.28%​​2.28%
Weighted-average receive rate​​4.33%​​5.15%
Weighted-average maturity​​4.2 years​​4.2 years
Weighted-average remaining maturity​​1.1 years​​1.4 years
Net interest income​$4,105​$20,863

Summary information for the interest rate caps designated as cash flow hedges is as follows:

​​​​​​​
​ · As of or for the · As of or for the
​ · ​ · Three Months Ended · ​ · Year Ended
(Dollars in thousands) · March 31, 2025 · December 31, 2024
Notional amounts​$250,000$50,000
Rate cap premiums​​1,271​​226
Weighted-average cap rate​​4.10%​​2.50%
Weighted-average maturity​​2.8 years​​5.0 years
Weighted-average remaining maturity​​2.0 years​​1.8 years
Net interest income​$159​$1,219

NOTE 9 – LOAN COMMITMENTS AND RELATED FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of those

instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Financial instruments where contract amounts represent credit risk as of March 31, 2025 and December 31, 2024 include:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · March 31, · December 31,
(Dollars in thousands) · 2025 · 2024
Financial instruments whose contract amounts represent credit risk: · ​ · ​ · ​
Commitments to extend credit​$116,614​$47,369
Standby letters of credit​$5,890​$5,782

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit includes $116.6 million of unused lines of credit and $5.9 million for standby letters of credit as of March 31, 2025. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the counterparty.

Standby letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The Company maintains cash deposits with a financial institution that during the year are in excess of the insured limitation of the Federal Deposit Insurance Corporation. If the financial institution were not to honor its contractual liability, the Company could incur losses. Management is of the opinion that there is not material risk because of the financial strength of the institution.

NOTE 10 – FAIR VALUE

Financial Instruments Measured at Fair Value

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 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following presents the assets and liabilities as of March 31, 2025 and December 31, 2024 which are measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, and the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded:

​​​​​​​​​​​​​​​​
​March 31, 2025
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Total Gains
(Dollars in thousands) · ​ · Total · Level 1 · Level 2 · Level 3 · (Losses)
Assets · ​ · ​ · ​ · ​ · ​
Recurring fair value measurements: · ​ · ​ · ​ · ​ · ​
Securities available for sale: · ​ · ​ · ​ · ​ · ​
Obligations of U.S. Government entities and agencies​$2,563​$—​$—​$2,563​
States and political subdivisions​6,435​​—​6,435​​—​
Mortgage-backed GSE residential​6,428​​—​6,428​​—​
Total securities available for sale​15,426​​—​12,863​2,563​
​​​​​​​​​​​​​​​​
Equity securities​​18,440​​18,440​​—​—​​​
SBA and USDA servicing asset​7,167​​—​​—​7,167​
Interest rate derivatives​​17,166​​—​​17,166​​—​​​
​​$58,199​$18,440​$30,029​$9,730​​​
Nonrecurring fair value measurements:​​​​​​​​
Collateral-dependent loans​$2,071​$—​$—​$2,071​$42
​​​​​​​​​​​​​​​​
Liabilities​​​​​​​​​​​​​​​
Recurring fair value measurements:​​​​​​​​​​​​​​​
Interest rate swaps​$208​$—​$208​$—​​​
​​​​​​​​​​​​​​​​
​December 31, 2024
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Total Gains
(Dollars in thousands) · ​ · Total · Level 1 · Level 2 · Level 3 · (Losses)
Assets · ​ · ​ · ​ · ​ · ​
Recurring fair value measurements: · ​ · ​ · ​ · ​ · ​
Securities available for sale: · ​ · ​ · ​ · ​ · ​
Obligations of U.S. Government entities and agencies​$4,467​$—​$—​$4,467​
States and political subdivisions​6,537​​—​6,537​​—​
Mortgage-backed GSE residential​6,387​​—​6,387​​—​
Total securities available for sale​17,391​​—​12,924​4,467​
​​​​​​​​​​​​​​​​
Equity securities​​10,300​​10,300​​—​​—​​​
SBA and USDA servicing asset​7,274​​—​​—​7,274​
Interest rate derivatives​​21,790​​—​​21,790​​—​​​
​​$56,755​$10,300​$34,714​$11,741​​​
Nonrecurring fair value measurements:​​​​​​​​
Collateral-dependent loans​$1,505​$​​$​​$1,505​$11
Foreclosed real estate, net​​427​​—​​—​​427​​(278)
​​$1,932​$—​$—​$1,932​$(267)
​​​​​​​​​​​​​​​​
Liabilities​​​​​​​​​​​​​​​
Recurring fair value measurements:​​​​​​​​​​​​​​​
Interest rate swaps​$243​$—​$243​$—​​​

The Company used the following methods and significant assumptions to estimate fair value:

Securities, Available for Sale*:* The Company carries securities available for sale at fair value. For securities where quoted prices are not available (Level 2), the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The investments in the Company’s portfolio are generally not quoted on an exchange but are actively traded in the secondary institutional markets.

The Company owns certain SBA investments for which the fair value is determined using Level 3 hierarchy inputs and assumptions as the trading market for such securities was determined to be “not active.” This determination was based on the limited number of trades or, in certain cases, the existence of no reported trades. Discounted cash flows are calculated by a third party using interest rate curves that are updated to incorporate current market conditions, including prepayment vectors and credit risk. During time when trading is more liquid, broker quotes are used to validate the model.

Equity Securities*:* The Company carries equity securities at fair value. Equity securities are measured at fair value using quoted market prices on nationally recognized and foreign securities exchanges (Level 1).

SBA Servicing Assets*:*The fair values of the Company’s servicing assets are determined using Level 3 inputs. All separately recognized servicing assets and servicing liabilities are initially measured at fair value and at each reporting date and changes in fair value are reported in earnings in the period in which they occur.

Interest Rate Derivatives*:* Exchange-traded derivatives are valued using quoted prices and are classified within Level 1 of the valuation hierarchy. However, few classes of derivative contracts are listed on an exchange; thus, the Company’s derivative positions are valued by third parties using their valuation models and confirmed by the Company. Since the model inputs can be observed in a liquid market and the models do not require significant judgement, such derivative contracts are classified within Level 2 of the fair value hierarchy. The Company’s interest rate derivatives contracts (designated as cash flow hedges) are classified within Level 2.

Under certain circumstances we make adjustments to fair value for our assets and liabilities although they are not measured at fair value on an ongoing basis.

Collateral-dependent loans*:* Collateral-dependent loans are loans where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment. Fair value for both collateral-dependent loans are measured based on the value of the collateral securing these loans and are classified at a Level 3 in the fair value hierarchy. Collateral may include real estate, or business assets including equipment, inventory and accounts receivable. The value of real estate collateral is determined based on an appraisal by qualified licensed appraisers hired by the Company. The value of business equipment is based on an appraisal by qualified licensed appraisers hired by the Company if significant, or the equipment’s net book value on the business’ financial statements. Inventory and accounts receivable collateral are valued based on independent field examiner review or aging reports. Appraisals may utilize a single valuation approach or a combination or approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Appraised values are reviewed by management using historical knowledge, market considerations, and knowledge of the client and client’s business.

Changes in level 3 fair value measurements

The table below presents a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2025 and 2024:

​​​​​​​​​​​​​
​ · ​ · Obligations of · ​ · SBA and USDA · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands) · ​ · U.S. Government · ​ · Servicing · ​ · Interest Only · ​ · ​
Three Months Ended: · Entities and Agencies · Asset · Strip · Liabilities
Fair value, January 1, 2025​$4,467​$7,274​$—​$—
Total losses included in income​—​(107)​—​—
Settlements​—​—​—​—
Prepayments/paydowns​(1,904)​—​—​—
Transfers in and/or out of Level 3​—​—​—​—
Fair value, March 31, 2025​$2,563​$7,167​$—​$—
​​​​​​​​​​​​​
Fair value, January 1, 2024​$4,637​$7,251​$—​$—
Total gains included in income​—​360​—​—
Settlements​—​—​—​—
Prepayments/paydowns​(42)​—​—​—
Transfers in and/or out of Level 3​—​—​—​—
Fair value, March 31, 2024​$4,595​$7,611​$—​$—

There wereno gains or losses included in earnings for securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the periods presented above. The only activity for these securities were prepayments. There wereno purchases, sales, or transfers into and out of Level 3. The following table presents quantitative information about recurring Level 3 fair value measures at March 31, 2025 and December 31, 2024:

​​​​​​​
​ · Valuation · Unobservable · General
​​Technique​Input​Range
March 31, 2025:​​​​​​
Recurring:​​​​​​
Obligations of U.S. Government entities and agenciesDiscounted cash flowsDiscount rate4%-6%
SBA and USDA servicing assetDiscounted cash flowsPrepayment speed6.33%-21.58%
​​​​Discount rate5.45%-10.52%
Nonrecurring:​​​​​​
Collateral-dependent loans​Appraised value less estimated selling costs​Estimated selling costs​6%
​​​​​​​
December 31, 2024:
Recurring:​​​​​​
Obligations of U.S. Government entities and agenciesDiscounted cash flowsDiscount rate4%-6%
SBA and USDA servicing assetDiscounted cash flowsPrepayment speed9.82%-21.47%
​​​Discount rate5.22%-10.78%
Nonrecurring:​​​​​​
Collateral-dependent loans​Appraised value less estimated selling costs​Estimated selling costs​6%
Foreclosed real estate​Appraised value less estimated selling costs​Estimated selling costs​6%
​​​​​​​

The carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2025 and December 31, 2024 are as follows:

​​​​​​​​​​​​​​​​
​ · ​ · Carrying · ​ · Estimated Fair Value at March 31, 2025
(Dollars in thousands) · Amount · Level 1 · Level 2 · Level 3 · Total
Financial Assets: · ​ · ​ · ​ · ​ · ​
Cash, due from banks, and federal funds sold​$285,055​$—​$285,055​$—​$285,055
Investment securities​33,866​18,440​​12,863​​2,563​33,866
FHLB stock​22,693​—​—​—​N/A
Loans held for sale​34,532​—​34,532​—​34,532
Loans, net​3,113,943​—​—​3,033,915​3,033,915
Accrued interest receivable​16,498​—​59​16,439​16,498
SBA and USDA servicing asset​7,167​—​—​7,167​7,167
Mortgage servicing asset​1,476​—​—​6,501​6,501
Interest rate derivatives​​17,166​​—​​17,166​​—​​17,166
Financial Liabilities:​​​​​​​
Deposits​2,737,030​—​2,735,935​—​2,735,935
Federal Home Loan Bank advances​​425,000​​—​​428,188​​—​​428,188
Accrued interest payable​3,487​—​3,487​—​3,487
Interest rate derivatives​208​—​208​—​208
​​​​​​​​​​​​​​​​
​ · ​ · Carrying · ​ · Estimated Fair Value at December 31, 2024
(Dollars in thousands) · Amount · Level 1 · Level 2 · Level 3 · Total
Financial Assets: · ​ · ​ · ​ · ​ · ​
Cash, due from banks, and federal funds sold​$249,875​$—​$249,875​$—​$249,875
Investment securities​27,691​10,300​​12,924​​4,467​27,691
FHLB stock​20,251​—​—​—​N/A
Loans held for sale​​—​​—​​—​​—​​—
Loans, net​3,139,191​—​—​3,043,446​3,043,446
Accrued interest receivable​15,858​—​99​15,759​15,858
SBA and USDA servicing asset​7,274​—​—​7,274​7,274
Mortgage servicing asset​1,409​​—​—​6,760​6,760
Interest rate derivatives​​21,790​​—​​21,790​​—​​21,790
Financial Liabilities:​​​​​​
Deposits​2,736,798​—​2,735,977​—​2,735,977
Federal Home Loan Bank advances​​375,000​​—​​376,950​​—​​376,950
Accrued interest payable​3,498​—​3,498​—​3,498
Interest rate derivatives​243​—​243​—​243

NOTE 11 – REGULATORY MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“Basel III rules”), the Bank must hold a capital conservation buffer of 2.50% above the adequately capitalized risk-based capital ratios. The net unrealized gain or loss on available for sale securities, if any, is not included in computing regulatory capital. Management believes as of March 31, 2025 the Company and Bank meet all capital adequacy requirements to which they are subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are

required. At March 31, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

The table below summarizes the capital requirements applicable to the Company and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as the Company’s and the Bank’s capital ratios as of March 31, 2025 and December 31, 2024. The Bank exceeded all regulatory capital requirements and was considered to be “well-capitalized” as of March 31, 2025 and December 31, 2024.

​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · To Be Well Capitalized
​ · ​ · ​ · ​ · ​ · ​ · ​ · Minimum Capital Required - · ​ · Under Prompt Corrective
​ · ​ · Actual · ​ · Basel III · ​ · Action Provisions:
(Dollars in thousands) · Amount · Ratio · Amount ≥ · Ratio ≥ · Amount ≥ · Ratio ≥
As of March 31, 2025:​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​​​​​​​​​​​​​​
Consolidated​$437,883​20.09%228,831​10.5%N/AN/A​
Bank​435,231​19.97%228,825​10.5​217,92910.0%
Tier I Capital (to Risk Weighted Assets)​​​​​​​​​​​​​​
Consolidated​419,010​19.23%185,244​8.5%N/AN/A​
Bank​416,358​19.11%185,239​8.5​174,3438.0%
Common Tier 1 (CET1)​​​​​​​​​​​​​​
Consolidated​419,010​19.23%152,554​7.0%N/AN/A​
Bank​416,358​19.11%152,550​7.0​141,6546.5%
Tier 1 Capital (to Average Assets)​​​​​​​​​​​​​​
Consolidated​419,010​11.76%142,505​4.0%N/AN/A​
Bank​416,358​11.69%142,483​4.0​178,1045.0%
​​​​​​​​​​​​​​​
As of December 31, 2024:​​​​​​​​​​​​​​
Total Capital (to Risk Weighted Assets)​​​​​​​​​​​​​​
Consolidated​$427,083​20.05%223,622​10.5%N/AN/A​
Bank​424,383​19.93%223,616​10.5​212,96810.0%
Tier I Capital (to Risk Weighted Assets)​​​​​​​​​​​​​​
Consolidated​408,174​19.17%181,027​8.5%N/AN/A​
Bank​405,474​19.04%181,023​8.5​170,3748.0%
Common Tier 1 (CET1)​​​​​​​​​​​​​​
Consolidated​408,174​19.17%149,081​7.0%N/AN/A​
Bank​405,474​19.04%149,077​7.0​138,4296.5%
Tier 1 Capital (to Average Assets)​​​​​​​​​​​​​​
Consolidated​408,174​11.57%141,149​4.0%N/AN/A​
Bank​405,474​11.49%141,127​4.0​176,4095.0%

NOTE 12 – STOCK BASED COMPENSATION

The Company adopted the MetroCity Bankshares, Inc. 2018 Stock Option Plan (the “Prior Option Plan”) effective as of April 18, 2018, and the Prior Option Plan was approved by the Company’s shareholders on May 30, 2018. The Prior Option Plan provided for awards of stock options to officers, employees and directors of the Company. The Board of Directors of the Company determined that it was in the best interests of the Company and its shareholders to amend and restate the Prior Option Plan to provide for the grant of additional types of awards. Acting pursuant to its authority under the Prior Option Plan, the Board of Directors approved and adopted the MetroCity Bankshares, Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which constitutes the amended and restated version of the Prior Option Plan. The Board of Directors has reserved 2,400,000 shares of Company common stock for issuance pursuant to awards granted under the 2018 Incentive Plan, any or all of which may be granted as nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance awards and other stock-based awards. In the event all or a portion of a stock award is forfeited, cancelled, expires, or is terminated before becoming vested, paid, exercised, converted, or otherwise settled in full, any unissued or forfeited shares again become available for issuance pursuant to awards granted

under the 2018 Incentive Plan and do not count against the maximum number of reserved shares. In addition, shares of common stock deducted or withheld to satisfy tax withholding obligations will be added back to the share reserve and will again be available for issuance pursuant to awards granted under the plan. The 2018 Incentive Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”). The determination of award recipients under the 2018 Incentive Plan, and the terms of those awards, will be made by the Committee. At March 31, 2025,240,000 stock options had been granted and 878,901 shares of restricted stock had been issued under the 2018 Incentive Plan.

Stock Options

A summary of stock option activity for the three months ended March 31, 2025 is presented below:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted
​ · ​ · ​ · ​ · Average
​ · Shares · Exercise Price
Outstanding at January 1, 2025169,134​$12.70
Granted—​—
Exercised—​—
Forfeited—​—
Outstanding at March 31, 2025169,134​$12.70

The Company recognizedno compensation expense for stock options during the three months ended March 31, 2025 and 2024. As of March 31, 2025 and December 31, 2024, all of the cost related to the outstanding stock options had been recognized.

Restricted Stock Units

The Company has periodically issued restricted stock units to its directors, executive officers and certain employees under the 2018 Incentive Plan. Compensation expense for restricted stock is based upon the grant date fair value of the shares and is recognized over the vesting period of the units. Shares of restricted stock units issued to officers and employees vest inequal annual installments on the first three anniversaries of the grant date. Shares of restricted stock units issued to directors vest 25% on the grant date and 25% on each of the first three anniversaries of the grant date.

A summary of restricted stock activity for the three months ended March 31, 2025 is presented below:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Weighted-
​ · ​ · ​ · ​ · Average Grant-
Nonvested Shares · ​ · Shares · ​ · Date Fair Value
Nonvested at January 1, 2025207,865​$20.20
Granted—​—
Vested—​—
Forfeited—​—
Nonvested at March 31, 2025207,865​$20.20

During the three months ended March 31, 2025 and 2024, the Company recognized compensation expense for restricted stock of $429,000 and $406,000, respectively. As of both March 31, 2025 and December 31, 2024, there was $2.4 million of total unrecognized compensation cost related to nonvested shares granted under the 2018 Incentive Plan. As of March 31, 2025, the cost is expected to be recognized over a weighted-average period of 1.8 years.

NOTE 13 – EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings per common share for the periods indicated:

​​​​​​​
​ · ​ · Three Months Ended
​ · ​ · March 31,
(Dollars in thousands, except per share data)20252024
Basic earnings per share​​​​​​
Net Income​$16,297​$14,631
​​​​​​​
Weighted average common shares outstanding​25,402,782​25,205,506
​​​​​​​
Basic earnings per common share​$0.64​$0.58
​​​​​​​
Diluted earnings per share​​​​​​
Net Income​$16,297​$14,631
​​​​​​​
Weighted average common shares outstanding for basic earnings per common share​25,402,782​25,205,506
Add: Dilutive effects of restricted stock and options​305,207​342,583
​​​​​​​
Average shares and dilutive potential common shares​25,707,989​25,548,089
​​​​​​​
Diluted earnings per common share​$0.63​$0.57

There wereno stock options or restricted stock excluded from the computation of diluted earnings per common share since they were antidilutive for the three months ended March 31, 2025 and 2024.

NOTE 14 – BUSINESS COMBINATION

First IC Corporation

On March 16, 2025, the Company and the Bank entered into an Agreement and Plan of Rerorganization (the “Reorganization Agreement”) with First IC Corporation, a Georgia corporation (“First IC”), and First IC Bank, a Georgia-state chartered bank and the wholly-owned subsidiary of First IC (“First IC Bank”), whereby First IC will be merged with and into the Company and First IC Bank will be merged with and into the Bank. Each share of First IC common stock will, at the effective time of the transaction, be converted into the right to receive the pro-rata share of (1)$111,965,213 in cash and (2)3,384,588 shares of Company common stock, each as may be adjusted in accordance with the terms of the Reorganization Agreement. At March 31, 2025, First IC had approximately$1.2 billion in total assets,$1.0 billion in total loans and$977 million in total deposits. The closing of the transactions contemplated by the Reorganization Agreement is subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of of First IC. The pro forma company is projected to have approximately$4.8 billion in total assets,$3.7 billion in total deposits and$4.1 billion in total loans.

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