What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 240 added, 424 removed, 941 unchanged (41% of the section changed)

3 unchanged sentences

(Dollars in thousands)

September 30,

Cash and due from banks

17 unchanged sentences

Short-term borrowings

Long-term borrowings

Accrued interest payable and other liabilities

20 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

INTEREST INCOME

5 unchanged sentences

Short-term borrowings

Long-term borrowings

Subordinated debt

Other interest expense

Total interest expense

1 unchanged sentence

Provision for credit losses on loans

Provision for off-balance-sheet credit exposures

(Benefit from) provision for off-balance sheet credit exposures

Total provision for credit losses

7 unchanged sentences

Cash management

Gain/(loss) on sale of other assets

(Loss)/gain on sale of other assets

Total noninterest income

11 unchanged sentences

NET INCOME PER COMMON SHARE

OTHER COMPREHENSIVE GAIN

Unrealized income on debt securities, net of tax expense of $ 1,478 , $ 7,387 , $ 6,227 and $ 7,922 , respectively

Other comprehensive income, net of tax expense of $ 1,478 , $ 7,387 , $ 6,227 and $ 7,922 , respectively

OTHER COMPREHENSIVE INCOME:

Unrealized (losses)/gains on debt securities, net of tax benefit/(expense) of $ 767 and $( 2,838 ), respectively

Other comprehensive (loss)/gain, net of tax benefit/(expense) of $ 767 and $( 2,838 ), respectively

Comprehensive income

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Issued at beginning of period

Shares issued for stock-based compensation plans

Shares issued for acquisition

Issued at end of period

2 unchanged sentences

Common stock issued for stock-based compensation plans

Common stock issued for acquisition

Stock-based compensation arrangements

13 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Net amortization of securities premiums and discounts

Realized securities losses

Realized securities (gains)/losses

Gain on sales of loans

2 unchanged sentences

Deferred income tax benefit

Gain on sale of other assets

Loss/(gain) on sale of other assets

Increase in interest receivable

(Decrease)/increase in interest payable

Decrease in interest payable

Amortization of stock-based compensation arrangements

2 unchanged sentences

INVESTING ACTIVITIES

Net cash received from acquisitions, net of cash paid

Net decrease in federal funds sold

12 unchanged sentences

Net change in short-term borrowings

Issuance of common stock in connection with stock-based compensation plans, net

Paydown of long-term borrowings

Finance lease principal repayments

Issuance of common stock in connection with stock options, net

Cash dividends paid

16 unchanged sentences

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BFC-PNC, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington Bank ("Worthington") and BancFirst and its subsidiary ("BancFirst").

The principal operating subsidiary of BancFirst is BFTower, LLC.

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BFC-PNC LLC, Calimesa Town Center, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington Bank ("Worthington") and BancFirst ("BancFirst").

BancFirst includes its subsidiary BFTower, LLC.

All significant intercompany accounts and transactions have been eliminated.

12 unchanged sentences

Standards Not Yet Adopted:

In November 2024, the Financial Accounting Standards Board (“FASB“) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” requiring disclosure of certain costs and expenses in the notes to financial statements.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-11, “Interim Reporting - Narrow-Scope Improvement” improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied prospectively or retrospectively to all periods presented.

The Company is still evaluating the impact this will have on the Company, but does not expect adoption of the standard to have a material impact on its consolidated financial statements.

In November 2024, FASB issued Accounting Standards Update ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” requiring disclosure of certain costs and expenses in the notes to financial statements.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

The amendments may be applied prospectively or retrospectively to all periods presented.

The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.

In December 2023, FASB issued ASU No.

2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.

This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis and retrospective application is permitted.

The Company intends to adopt on a prospective basis, though retrospective application is permitted.

The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.

( 2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

On May 20, 2025, the Company entered into an agreement to acquire American Bank of Oklahoma ("ABOK"), a privately held community bank headquartered in Collinsville, Oklahoma.

ABOK has approximately $ 385 million in total assets, $ 280 million in loans, and $ 320 million in deposits.

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

ABOK will operate under its present name until it is merged into BancFirst, which is expected to be in the first quarter of 2026.

On November 17, 2025, the Company acquired American Bank of Oklahoma ("ABOK"), for aggregate consideration totaling approximately $ 33 million.

ABOK shareholders had the option to receive shares in the Company or receive cash for their ABOK shares.

Cash consideration was capped at 40 % of the total merger consideration.

As of December 31, 2025, fair value of the Company's common stock issued for the acquisition was $ 22.7 million and cash paid was $ 6.3 million.

As of December 31, 2025, not all ABOK shareholders had surrendered their stock certificates.

During the three months ended March 31, 2026 stock certificates representing an additional $ 2.1 million had been surrendered.

The fair value of assets acquired was approximately $ 416.6 million and the fair value of liabilities assumed was approximately $ 383.3 million.

The fair value of these assets and liabilities is based upon preliminary evaluation and not yet finalized.

The Company expects to complete the evaluation within the one-year allowable period.

ABOK was a community bank headquartered in Collinsville, Oklahoma with six banking locations in Oklahoma.

At acquisition, ABOK had approximately $ 414 million in total assets, $ 244 million in loans and $ 341 million in deposits.

ABOK operated as a subsidiary of BancFirst Corporation until February 13, 2026 when ABOK was merged into BancFirst.

As a result of the acquisition, the Company recorded a core deposit intangible of approximately $ 11.6 million and goodwill of approximately $ 1.1 million .

The Company did not incur a material amount of acquisition-related expenses.

The effect of this acquisition was included in the consolidated financial statements of the Company from the date of acquisition forward.

Pro forma information has not been presented because the acquisition did not have a material effect on the Company’s consolidated financial statements.

The acquisition of ABOK complements the Company by expanding the Company's banking communities in Oklahoma.

(3) SECURITIES

The following table summarizes the amortized cost and estimated fair values of debt securities held for investment:

September 30, 2025

March 31, 2026

(Dollars in thousands)

Mortgage backed securities (1)

States and political subdivisions

Other securities

4 unchanged sentences

The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:

September 30, 2025

March 31, 2026

(Dollars in thousands)

12 unchanged sentences

For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.

September 30, 2025

March 31, 2026

December 31, 2025

14 unchanged sentences

The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Book value of pledged securities

There were no sales of debt securities and therefore no proceeds from sales or realized securities gains or losses on available for sale debt securities for the Nine months ended September 30, 2025 or September 30, 2024.

There were no sales of debt securities and therefore no proceeds from sales or realized securities gains or losses on available for sale debt securities for the three months ended March 31, 2026 or March 31, 2025.

Realized gains or losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.

The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at September 30, 2025 and December 31, 2024 respectively:

The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at March 31, 2026 and December 31, 2025 respectively:

Less than 12 Months

2 unchanged sentences

(Dollars in thousands)

September 30, 2025

March 31, 2026

Available for Sale

10 unchanged sentences

The Company has the ability and intent to hold the debt securities classified as held for investment until they mature, at which time the Company will receive full value for the debt securities.

Furthermore, as of September 30, 2025 and December 31, 2024 , the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost.

Furthermore, as of March 31, 2026 and December 31, 2025, the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost.

The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased.

4 unchanged sentences

Loans held for investment are summarized by portfolio segment as follows:

September 30, 2025

March 31, 2026

December 31, 2025

8 unchanged sentences

Consumer non-real estate

(1) Excludes accrued interest receivable of $ 41.2 million at September 30, 2025 and $ 40.9 million at December 31, 2024, that is recorded in accrued interest receivable and other assets.

(1) Excludes accrued interest receivable of $ 42.2 million at March 31, 2026 and $ 41.8 million at December 31, 2025, that is recorded in accrued interest receivable and other assets.

The Company's loans are currently 83 % held by BancFirst and 17 % held by Pegasus and Worthington.

6 unchanged sentences

Other Real Estate Owned and Repossessed Assets and Loan Modifications

The following is a summary of other real estate owned ("OREO") and repossessed assets:

September 30, 2025

The following is a summary of other real estate owned and repossessed assets:

March 31, 2026

December 31, 2025

1 unchanged sentence

Other real estate owned and repossessed assets

During the nine months ended September 30, 2025 the Company foreclosed on a construction and development real estate loan and recorded $ 15.6 million in OREO, which was the primary reason for the increase in OREO.

In addition, as of both September 30, 2025 and December 31, 2024, OREO included a commercial real estate property recorded at approximately $ 31.1 million and $ 28.1 million, respectively.

The increase for this commercial real estate property was due to tenant improvements during the nine months ended September 30, 2025.

Rental income for this property is included in other noninterest income on the consolidated statements of comprehensive income.

Operating expense for this property is included in net expense from other real estate owned in noninterest expense on the consolidated statements of comprehensive income.

This property had the following rental income and operating expenses for the periods presented.

Three Months Ended

September 30,

Nine Months Ended

September 30,

(Dollars in thousands)

Rental income

Operating expense

During the nine months ended September 30, 2025 , the Company sold property held in other real estate owned for a total loss of $ 40,000 , compared to a total gain of $ 1.3 million in the nine months ended September 30, 2024.

The Company charges interest on principal balances outstanding on modified loans during deferral periods.

The current and future financial effects of the recorded balance of loans considered to be modified during the period were not material.

The recorded balance of loans modified during the nine months ended September 30, 2025 was approx imately $ 6.0 mil lion compared to $ 14.8 million during the year ended December 31, 2024.

The current and future financial effects of the recorded balance of loans considered to be modified during the period were not considered to be material.

The recorded balance of loans modified during the three months ended March 31, 2026 was approximately $ 3.3 million compared to $ 6.4 million during the year ended December 31, 2025.

Nonaccrual loans

The Company did no t recognize any interest income on nonaccrual loans for either the nine months ended September 30, 2025 or 2024.

In addition, all loans identified as nonaccrual loans have related allowances for credit losses at September 30, 2025 and December 31, 2024, respectively.

Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $ 3.6 million for the nine months ended September 30, 2025 and approximately $ 2.6 million for the nine months ended September 30, 2024.

Nonaccrual loans guaranteed by government agencies totaled approximately $ 10.0 million at September 30, 2025 and approximately $ 9.0 million at December 31, 2024.

The Company did no t recognize any interest income on nonaccrual loans for either the three months ended March 31, 2026 or 2025.

In addition, all loans identified as nonaccrual loans have related allowances for credit losses at March 31, 2026 and December 31, 2025, respectively.

Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $ 1.5 million for the three months ended March 31, 2026 and approximately $ 1.0 million for the three months ended March 31, 2025.

Nonaccrual loans guaranteed by government agencies totaled approximately $ 10.8 million at March 31, 2026 and approximately $ 10.6 million at December 31, 2025.

The following table is a summary of amounts included in nonaccrual loans, segregated by portfolio segment.

September 30, 2025

March 31, 2026

December 31, 2025

9 unchanged sentences

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.

The following tables present an age analysis of the Company's loans held for investment:

The following table presents an age analysis of the Company's loans held for investment:

Age Analysis of Past Due Loans

(Dollars in thousands)

As of September 30, 2025

As of March 31, 2026

Commercial real estate owner occupied

17 unchanged sentences

The Company considers credit quality indicators to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical credit loss experience and economic conditions.

These indicators are reviewed and updated regularly throughout the year.

indicators are reviewed and updated regularly throughout the year.

An internal risk grading system is used to indicate the credit risk of loans.

5 unchanged sentences

Revolving Loans

(Dollars in thousands)

Amortized Cost Basis

As of September 30, 2025

As of March 31, 2026

(Dollars in thousands)

Commercial real estate owner occupied

Total commercial real estate owner occupied

Commercial real estate non-owner occupied

Total commercial real estate non-owner occupied

Construction and development < 60 months

Total construction and development < 60 months

Construction residential real estate < 60 months

Total construction residential real estate < 60 months

Residential real estate first lien

Total residential real estate first lien

Residential real estate all other

Total residential real estate all other

Total Agriculture

Commercial non-real estate

Total commercial non-real estate

Consumer non-real estate

Total consumer non-real estate

Total oil and gas

Total loans held for investment

4 unchanged sentences

(Dollars in thousands)

Three months ended September 30, 2025

Commercial real estate owner occupied

Current-period gross charge-offs

Commercial real estate non-owner occupied

Current-period gross charge-offs

Construction and development < 60 months

Current-period gross charge-offs

Construction residential real estate < 60 months

Current-period gross charge-offs

Residential real estate first lien

Current-period gross charge-offs

Residential real estate all other

Current-period gross charge-offs

Commercial non-real estate

Current-period gross charge-offs

Consumer non-real estate

Current-period gross charge-offs

Total current-period gross charge-offs

Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

Amortized Cost Basis

(Dollars in thousands)

Three months ended September 30, 2024

Commercial real estate owner occupied

Current-period gross charge-offs

Commercial real estate non-owner occupied

Current-period gross charge-offs

Construction and development < 60 months

Current-period gross charge-offs

Construction residential real estate < 60 months

Current-period gross charge-offs

Residential real estate first lien

Current-period gross charge-offs

Residential real estate all other

Current-period gross charge-offs

Commercial non-real estate

Current-period gross charge-offs

Consumer non-real estate

Current-period gross charge-offs

Total current-period gross charge-offs

Term Loans Amortized Cost Basis by Origination Year

Revolving Loans

Amortized Cost Basis

(Dollars in thousands)

Nine months ended September 30, 2025

Three months ended March 31, 2026

Commercial real estate owner occupied

Current-period gross charge-offs

Commercial real estate non-owner occupied

Current-period gross charge-offs

Construction and development < 60 months

Current-period gross charge-offs

Construction residential real estate < 60 months

Current-period gross charge-offs

Residential real estate first lien

Current-period gross charge-offs

Residential real estate all other

Current-period gross charge-offs

Commercial non-real estate

Current-period gross charge-offs

Consumer non-real estate

Current-period gross charge-offs

Total current-period gross charge-offs

Total gross charge-offs

Term Loans Amortized Cost Basis by Origination Year

2 unchanged sentences

(Dollars in thousands)

Nine months ended September 30, 2024

Three months ended March 31, 2025

Commercial real estate owner occupied

Current-period gross charge-offs

Commercial real estate non-owner occupied

Current-period gross charge-offs

Construction and development < 60 months

Current-period gross charge-offs

Construction residential real estate < 60 months

Current-period gross charge-offs

Residential real estate first lien

Current-period gross charge-offs

Residential real estate all other

Current-period gross charge-offs

Commercial non-real estate

Current-period gross charge-offs

Consumer non-real estate

Current-period gross charge-offs

Total current-period gross charge-offs

Total gross charge-offs

Allowance for Credit Losses Methodology

The Company determines its provision for credit losses and allowance for credit losses using the current expected credit loss methodology that is referred to as the current expected credit loss ("CECL") model.

The allowance for current expected credit losses is measured on a collective (pool) basis when similar risk characteristics exist.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.

The allowance for credit losses methodology is disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

4 unchanged sentences

(Dollars in thousands)

Three Months Ended September 30, 2025

Commercial real estate owner occupied

Commercial real estate non-owner occupied

Construction and development < 60 months

Construction residential real estate < 60 months

Residential real estate first lien

Residential real estate all other

Commercial non-real estate

Consumer non-real estate

Allowance for Credit Losses

Provision for/(benefit from) credit losses on loans

(Dollars in thousands)

Three Months Ended September 30, 2024

Commercial real estate owner occupied

Commercial real estate non-owner occupied

Construction and development < 60 months

Construction residential real estate < 60 months

Residential real estate first lien

Residential real estate all other

Commercial non-real estate

Consumer non-real estate

Allowance for Credit Losses

Provision for/(benefit from) credit losses on loans

(Dollars in thousands)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Commercial real estate owner occupied

9 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Commercial real estate owner occupied

8 unchanged sentences

The Company has previously purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination.

The Company did not purchase credit-deteriorated loans during the nine months ended September 30, 2025 or September 30, 2024.

The Company did no t purchase credit-deteriorated loans during the three month period ended March 31, 2026 or March 31, 2025.

Collateral Dependent Loans

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral.

During the nine months ended September 30, 2025 and 2024 , no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent.

During the three months ended March 31, 2026 and 2025 , no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent.

The following tables summarize collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows:

3 unchanged sentences

(Dollars in thousands)

As of September 30, 2025

As of March 31, 2026

Commercial real estate owner occupied

22 unchanged sentences

Non-Cash Transfers from Loans and Premises and Equipment

Transfers from loans and premises and equipment to OREO and repossessed assets are non-cash transactions, and are not included in the consolidated statements of cash flow.

Transfers from loans and premises and equipment to OREO and repossessed assets during the periods presented are summarized as follows:

Nine Months Ended September 30,

Transfers from loans and premises and equipment to other real estate owned and repossessed assets are non-cash transactions, and are not included in the consolidated statements of cash flow.

Transfers from loans and premises and equipment to other real estate owned and repossessed assets during the periods presented are summarized as follows:

Three Months Ended March 31,

(Dollars in thousands)

4 unchanged sentences

(Dollars in thousands)

September 30, 2025

March 31, 2026

Core deposit intangibles

3 unchanged sentences

Customer relationship intangibles

The following is a summary of goodwill by business segment:

The following is a summary of goodwill by business segment for the three months ended March 31, 2026:

BancFirst Metropolitan Banks

3 unchanged sentences

(Dollars in thousands)

Nine months ended September 30, 2025

Balance at beginning and end of period

Balance at beginning of period

ABOK acquisition adjustments

Balance at end of period

The Company acquired ABOK on November 17, 2025, ABOK operated as a subsidiary of BancFirst Corporation until February 13, 2026 when ABOK was merged into BancFirst.

An additional $ 649,000 in goodwill was recorded during the first quarter related to this transaction.

See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.

Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

13 unchanged sentences

The Company used the proceeds from the sale of the Subordinated Notes for general corporate purposes.

The Subordinated Notes initially bear interest at a fixed rate of 3.50 % per annum, from and including June 17, 2021 to but excluding June 30, 2031, payable semi-annually in arrears on June 30 and December 31 of each year , commencing December 31, 2021 .

The Subordinated Notes initially bear interest at a fixed rate of 3.50 % per annum, from and including June 17, 2021 to but excluding June 30, 2031, payable

semi-annually in arrears on June 30 and December 31 of each year , commencing December 31, 2021 .

Then, from and including June 30, 2031, to but excluding the maturity date, the Subordinated Notes will bear interest at a floating rate equal to the benchmark (initially, three-month term SOFR), reset quarterly, plus a spread of 229 basis points, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.

1 unchanged sentence

The Company may, at its option, beginning with the interest payment date of June 30, 2031, and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part.

In addition, the Company may redeem all, but not less than all, of

the Subordinated Notes at any time upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event” or an “Investment Company Event” (each as defined in the Subordinated Notes).

In addition, the Company may redeem all, but not less than all, of the Subordinated Notes at any time upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event” or an “Investment Company Event” (each as defined in the Subordinated Notes).

Any such redemption is subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (or its designee).

1 unchanged sentence

(7) STOCK-BASED COMPENSATION

On May 25, 2023, the stockholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan").

On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan").

The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter.

The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled.

At September 30, 2025 there were 434,925 shares available for future grants.

At March 31, 2026 there were 412,075 shares available for future grants.

The restricted stock units ("RSU's") vest beginning two years from the date of grant at the rate of 20 % per year for five years .

2 unchanged sentences

The following table is a summary of the activity under the Company's RSU plan.

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Nonvested at December 31, 2025

Nonvested at September 30, 2025

Nonvested at March 31, 2026

The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999.

As of September 30, 2025 , there are 29,559 shares available for future issuance under the Deferred Stock Compensation Plan.

As of March 31, 2026, there are 25,136 shares available for future issuance under the Deferred Stock Compensation Plan.

The Deferred Stock Compensation Plan will terminate on December 31, 2030 , if not extended.

2 unchanged sentences

Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account.

There were 6,462 and 5,022 shares of common stock distributed from the Deferred Stock Compensation Plan during the nine months ended September 30, 2025 and 2024, respectively.

There were 6,431 and 4,045 shares of common stock distributed from the Deferred Stock Compensation Plan during the three months ended March 31, 2026 and 2025, respectively.

A summary of the accumulated stock units under the Deferred Stock Compensation Plan is as follows:

September 30, 2025

March 31, 2026

December 31, 2025

7 unchanged sentences

(Dollars in thousands, except option data)

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Outstanding at December 31, 2025

1 unchanged sentence

Options canceled, forfeited, or expired

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2026

The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:

Three Months Ended

September 30,

Nine Months Ended

September 30,

(Dollars in thousands)

2 unchanged sentences

Tax benefit realized from options exercised

The Company currently uses newly issued shares for stock-based compensation plans, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

The Company currently uses newly issued shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

Although not required or expected, the Company may settle some options or restricted stock units in cash on a limited basis at the discretion of the Company.

The Company had no cash settlements during the nine months ended September 30, 2025 or September 30, 2024.

The Company had no cash settlements during the three months ended March 31, 2026 or March 31, 2025.

Stock-based compensation expense is charged to salaries and benefits expense on the Consolidated Statements of Comprehensive Income.

1 unchanged sentence

Three Months Ended

September 30,

Nine Months Ended

September 30,

(Dollars in thousands)

1 unchanged sentence

Stock-based compensation expense, net of tax

The Company amortizes the unearned stock-based compensation expense over the remaining vesting period of approximately five year s for unvested stock options and six year s for unvested RSU's.

The Company amortizes the unearned stock-based compensation expense over the remaining vesting period of approximately three year s for unvested stock options and five years for unvested RSU's.

The following table shows the unearned stock-based compensation expense for unvested stock options and unvested RSU's:

September 30, 2025

March 31, 2026

(Dollars in thousands)

4 unchanged sentences

The SRP may be used as a means to increase earnings per share and return on equity.

In addition, the SRP may be used to purchase treasury stock for the issuance of stock related to stock-based compensation plans, to provide liquidity for optionees to dispose of stock from exercises of their stock options and to provide liquidity

for stockholders wishing to sell their stock.

All shares repurchased under the SRP have been retired and not held as treasury stock.

1 unchanged sentence

The following table is a summary of the shares under the SRP:

September 30, 2025

Three Months Ended

Shares remaining to be repurchased

2 unchanged sentences

Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s consolidated financial statements.

The Company believes that as of September 30, 2025 , BancFirst Corporation, BancFirst, Pegasus and Worthington each met all capital adequacy requirements to which they are subject.

The Company believes that as of March 31, 2026 , BancFirst Corporation, BancFirst, Pegasus and Worthington each met all capital adequacy requirements to which they are subject.

The actual and required capital amounts and ratios are shown in the following table:

Required For Capital

Capitalized Under Prompt

Adequacy Purposes

Conservation Buffer

Corrective Action Provisions

Capitalized Under

Capital Conservation

Prompt Corrective

Action Provisions

(Dollars in thousands)

As of September 30, 2025:

As of March 31, 2026:

Total Capital

10 unchanged sentences

BancFirst Corporation

As of September 30, 2025 , BancFirst, Pegasus and Worthington were classified by the Federal Reserve as “well capitalized” under the prompt corrective action provisions.

As of March 31, 2026 , BancFirst, Pegasus and Worthington were classified by the Federal Reserve as “well capitalized” under the prompt corrective action provisions.

The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings.

In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 Capital.

In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive

income in Common Equity Tier 1 Capital.

Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities.

The Company’s trust preferred

securities qualify as Tier 1 capital and its Subordinated Notes qualify as Tier 2 capital.

The Company’s trust preferred securities qualify as Tier 1 capital and its Subordinated Notes qualify as Tier 2 capital.

BancFirst, Pegasus and Worthington have had no events or conditions that management believes would materially change their category under capital requirements existing as of the report dates.

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Basic and diluted net income per common share are calculated as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

(Dollars in thousands, except per share data)

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The following table shows the number of options and RSU's that were excluded from the computation of diluted net income per common share for each period because they were anti-dilutive for the period:

Three Months Ended September 30, 2025

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

(10) FAIR VALUE MEASUREMENTS

38 unchanged sentences

(Dollars in thousands)

September 30, 2025

March 31, 2026

Debt securities available for sale:

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The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

Twelve Months Ended December 31,

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Balance at the beginning of the year

Total unrealized loss

Balance at the end of the period

The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period.

During the nine months ended September 30, 2025, and the year ended December 31, 2024, the Company did not transfer any debt securities.

During the three months ended March 31, 2026, and the year ended December 31, 2025, the Company did not transfer any debt securities.

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

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(Dollars in thousands)

As of and for the Year-to-date Period Ended September 30, 2025

As of and for the Year-to-date Period Ended March 31, 2026

Equity securities

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For debt securities held for investment, which are generally traded in secondary markets, fair values are based on quoted market prices or dealer quotes, if available.

If a quoted market price is not available, fair value is estimated using quoted market prices for similar debt securities making adjustments for credit or liquidity if applicable.

If a quoted market price is not available, fair value is estimated using quoted market prices for similar debt securities adjusting for credit or liquidity if applicable.

For debt securities held for investment for which observable information is not readily available, the Company reports these at fair value utilizing Level 3 inputs.

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The amounts payable on these short-term instruments are reasonable estimates of fair value.

Long-Term Borrowings

The fair values of fixed-rate long-term borrowings are estimated using the rates that would be charged for borrowings of similar remaining maturities.

Subordinated Debt

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The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:

September 30, 2025

March 31, 2026

December 31, 2025

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Short-term borrowings

Long-term borrowings

Subordinated debt

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The intangible assets are evaluated at least annually for impairment.

The overall levels of non-financial assets measured at fair value on a nonrecurring basis were no t considered to be significant to the Company at September 30, 2025 or December 31, 2024 .

The overall levels of non-financial assets measured at fair value on a nonrecurring basis were no t considered to be significant to the Company at March 31, 2026 or December 31, 2025 .

(11) DERIVATIVE FINANCIAL INSTRUMENTS

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The Company's derivative financial instruments require a daily margin to be posted, which fluctuates with oil and gas prices.

At September 30, 2025 and December 31, 2024 , the Company had a margin asset included in other assets in the amount of $ 48,000 and $ 463,000 , respectively.

At March 31, 2026 , the Company had a margin asset included in other assets in the amount of $ 53.2 million.

At December 31, 2025 , the Company had a margin liability included in other liabilities in the amount of $ 7.4 million.

The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models.

The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:

September 30, 2025

March 31, 2026

December 31, 2025

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The following table is a summary of the Company's recognized income related to the activity, which was included in other noninterest income:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

Three Months Ended March 31,

(Dollars in thousands)

7 unchanged sentences

The following table is a summary of the Company's net credit exposure relating to oil and gas swaps and options with bank counterparties:

September 30, 2025

March 31, 2026

December 31, 2025

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BancFirst Community

Executive, Operations, Support and Eliminations

Operations, Support and Eliminations

(Dollars in thousands)

Three Months Ended September 30, 2025

Interest income

Interest expense

Total provision for credit losses

Noninterest income

Depreciation and

Other noninterest expense

Income before taxes

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Interest income

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Income before taxes

BancFirst Metropolitan

BancFirst Community

Executive, Operations, Support and Eliminations

(Dollars in thousands)

Nine Months Ended September 30, 2025

Interest income

Interest expense

Total provision for

credit losses

Noninterest income

Depreciation and

Other noninterest expense

Income before taxes

Capital expenditures

September 30, 2025

March 31, 2026

Loans held for investment

Total deposits

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Interest income

Interest expense

Total provision for

credit losses

Total provision for/(benefit

from) credit losses

Noninterest income

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Capital expenditures

September 30, 2024

March 31, 2025

Loans held for investment

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Management’s Discussio n and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition as of September 30, 2025 and December 31, 2024 and results of operations for the three and nine months ended September 30, 2025 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2024, and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The following discussion and analysis of our financial condition as of March 31, 2026 and December 31, 2025 and results of operations for the three months ended March 31, 2026 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2025 and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2025 Form 10-K, and "Item 1A, Risk Factors" in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.

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• Changes in interest rates.

• Potential impacts of adverse developments in the banking industry that could impact customer confidence.

• Adverse developments in the banking industry that could impact customer confidence.

• Further shift in deposit mix from noninterest-bearing deposits to interest-bearing deposits could negatively impact net interest margin.

• Changes in the financial performance and/or condition of the Company’s borrowers, including the impact of higher interest rates.

• Changes in the financial performance and/or condition of the Company’s borrowers.

• Changes in consumer spending, borrowing and savings habits.

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• Impairment of the Company’s goodwill or other intangible assets.

• Technological changes, fintech competition and disruption to the traditional banking systems, including emerging regulation around stablecoins, blockchain technology in payment networks and market acceptance of digital assets.

• Cyber threats.

• Technological changes, artificial intelligence, fintech competition and disruption to the traditional banking systems, including emerging regulation around stablecoins, tokenized deposits, blockchain technology in payment networks and market acceptance of digital assets.

• Cyber threats including system failures, interruptions or security breaches, which could include fraud or ransomware, impacting the Company, third-party vendors and/or customers.

• The Company’s success at managing the risks involved in the foregoing items.

Actual results may differ materially from forward-looking statements.

The Company’s net income for the third quarter of 2025 was $62.7 million, compared to $58.9 million for the third quarter of 2024.

Diluted net income per common share was $1.85 and $1.75 for the third quarter of 2025 and 2024, respectively.

The Company’s net interest income for the third quarter of 2025 increased to $125.6 million from $115.0 million for the third quarter of 2024.

The Company’s net income for the first quarter of 2026 was $63.0 million, compared to $56.1 million for the first quarter of 2025.

Diluted net income per common share was $1.85 and $1.66 for the first quarter of 2026 and 2025, respectively.

The Company’s net interest income for the first quarter of 2026 increased to $127.6 million from $115.9 million for the first quarter of 2025.

Higher loan volume along with general growth in earning assets were the primary drivers of the change in net interest income.

Net interest margin improved slightly to 3.79% for the third quarter of 2025 from 3.78% for the third quarter of 2024.

The Company recorded a provision for credit losses on loans of $4.2 million in the third quarter of 2025 compared to $3.0 million for the third quarter of 2024.

Noninterest income for the third quarter of 2025 totaled $49.9 million compared to $48.7 million for the third quarter of 2024.

Trust revenue, treasury income, sweep fees and securities transactions each increased when compared to third quarter last year.

Noninterest expense grew to $92.1 million for the third quarter of 2025 compared to $86.7 million in the same quarter in 2024.

The increase in noninterest expense was primarily due to growth in salaries and employee benefits of $3.5 million.

Also contributing to the increase was occupancy expense, due largely to repairs and maintenance, and increases in other noninterest expense driven primarily by professional fees.

At September 30, 2025, the Company’s total assets were $14.2 billion, an increase of $643.8 million from December 31, 2024.

Loans grew $254.0 million from December 31, 2024, totaling $8.3 billion at September 30, 2025.

Net interest margin was 3.74% for the first quarter of 2026 compared to 3.70% for the first quarter of 2025.

The Company recorded a provision for credit losses of $2.1 million in the first quarter of 2026 compared to $1.6 million for the first quarter of 2025.

Noninterest income for the quarter totaled $51.4 million compared to $49.0 million last year.

Trust revenue, services charges on deposits, treasury income, and securities transaction each increased compared to first quarter of 2025 partially offset by a decrease in insurance commissions.

Noninterest expense grew to $96.8 million for the quarter-ended March 31, 2026 compared to $92.2 million in the same quarter in 2025.

The increase in noninterest expense was primarily attributable to the growth in salaries and employee benefits of $4.3 million.

The total salaries and benefits expenses recorded of $58.9 million for the period ended March 31, 2026 is after a favorable adjustment to the funded employee benefit trust of $1.8 million.

Total noninterest expense for the first quarter of 2026 also reflects conversion expenses related to ABOK.

For the first quarter of 2025 the Company recorded a $4.4 million expense related to the disposition of certain equity investments no longer permissible under the Volcker rule, no such equivalent expense was recorded in 2026.

At March 31, 2026, the Company’s total assets were $15.1 billion, an increase of $277.6 million from December 31, 2025.

Loans grew $51.4 million from December 31, 2025, totaling $8.6 billion at March 31, 2026.

Deposits totaled $12.9 billion, an increase of $230.7 million from year-end 2025.

Off-balance-sheet sweep accounts totaled $4.9 billion at September 30, 2025, down $316.4 million from December 31, 2024.

Sweep accounts totaled $5.1 billion at March 31, 2026, up $160.2 million from December 31, 2025.

The Company’s total stockholders’ equity was $1.9 billion, an increase of $47.8 million over December 31, 2025.

Asset quality continued to be strong.

Nonaccrual loans totaled $57.3 million, representing 0.69% of total loans at September 30, 2025, down from 0.72% at year-end 2024.

The allowance for credit losses to total loans was 1.20% at September 30, 2025, down from 1.24% at December 31, 2024.

Net charge-offs were $1.7 million for the third quarter of 2025, compared to $775,000 for the third quarter of 2024.

See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

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Average Balances, Income, Expenses and Rates

The following tables present certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities.

The following table presents certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities.

Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities.

1 unchanged sentence

(i) average balances are derived from daily averages, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate, and (iii) nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis.

Loan fees included in interest income were $5.1 million for the three months ended September 30, 2025 compared to $5.0 million for the three months ended September 30, 2024.

Loan fees included in interest income were $15.2 million for the nine months ended September 30, 2025 compared to $15.9 million for the nine months ended September 30, 2024.

Loan fees included in interest income were $5.1 million for the three months ended March 31, 2026 compared to $5.0 million for the three months ended March 31, 2025.

BANCFIRST CORPORATION

2 unchanged sentences

(Dollars in thousands)

Three Months Ended September 30,

Three Months Ended March 31,

Earning assets:

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Short-term borrowings

Subordinated debt

Total interest-bearing liabilities

Interest-free funds:

Noninterest-bearing deposits

Interest payable and other liabilities

Stockholders’ equity

Total interest free funds

Total liabilities and stockholders’ equity

Net interest income

Net interest spread

Effect of interest free funds

Net interest margin

BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

Taxable Equivalent Basis

(Dollars in thousands)

Nine Months Ended September 30,

Earning assets:

Debt securities – taxable

Debt securities – tax exempt

Federal funds sold and interest-bearing deposits with banks

Total earning assets

Nonearning assets:

Cash and due from banks

Interest receivable and other assets

Allowance for credit losses

Total nonearning assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest-bearing liabilities:

Transaction deposits

Savings deposits

Time deposits

Short-term borrowings

Long-term borrowings

Subordinated debt

Other liabilities

Total interest-bearing liabilities

14 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Income Statement Data

1 unchanged sentence

Provision for credit losses on loans

Provision for off-balance-sheet credit exposures

Securities transactions

15 unchanged sentences

Net Interest Income

For the three months ended September 30, 2025, net interest income, which is the Company’s principal source of operating revenue, increased $10.7 million or 9.3% compared to the three months ended September 30, 2024.

For the three months ended March 31, 2026, net interest income, which is the Company’s principal source of operating revenue, increased $11.7 million or 10.1% compared to the three months ended March 31, 2025.

Higher loan volume along with general growth in earning assets were the primary drivers of the change in net interest income.

Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period.

Net interest income for the nine months ended September 30, 2025 increased $31.9 million or 9.6% compared to the nine months ended September 30, 2024.

Higher loan volume along with general growth in earning assets were the primary drivers to the increase.

Provision for Credit Losses on Loans

2 unchanged sentences

Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change which could affect the amount of future provisions for credit losses.

Net loan charge-offs were $1.7 million for the third quarter of 2025 compared to net loan charge-offs of $775,000 for the third quarter of 2024.

Net loan charge-offs were $1.5 million for the first quarter of 2026 compared to net loan charge-offs of $503,000 for the first quarter of 2025.

The rate of net charge-offs to average total loans continues to be at a low level.

Net loan charge-offs were $6.9 million for the nine months ended September 30, 2025, compared to $5.3 million for the same period of the prior year.

Noninterest Income

Noninterest income increased by $1.2 million for the third quarter of 2025 compared to the third quarter of 2024.

Trust revenue, treasury income, sweep fees and securities transactions each increased when compared to third quarter last year.

Noninterest income included non-sufficient funds ("NSF") and overdraft fees totaling $8.3 million and $8.2 million for the three months ended September 30, 2025 and 2024, respectively.

This represents 16.6% and 16.9% of the Company’s noninterest income for the respective periods.

In addition, the Company had debit card usage and interchange fees totaling $6.9 million and $6.7 million during the three months ended September 30, 2025 and 2024, respectively.

This represents 13.8% and 13.7% of the Company’s noninterest income for the respective periods.

Noninterest income increased by $9.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Trust revenue, treasury income, sweep fees, insurance commissions and gain on sale of other assets each increased when compared to the same period last year.

Noninterest income included NSF and overdraft fees totaling $23.3 million and $22.7 million during the nine months ended September 30, 2025 and 2024, respectively.

This represents 15.9% and 16.5% of the Company’s noninterest income for the respective periods.

In addition, the Company had debit card usage and interchange fees totaling $20.3 million and $20.0 million during the nine months ended September 30, 2025 and 2024, respectively.

This represents 13.8% and 14.5% of the Company’s noninterest income for the respective periods.

Noninterest income increased by $2.5 million for the first quarter of 2026 compared to the first quarter of 2025.

Trust revenue, services charges on deposits, treasury income and securities transactions each increased when compared to first quarter of 2025 partially offset by a decrease in insurance commissions.

Noninterest income included non-sufficient funds ("NSF") and overdraft fees totaling $8.0 million and $7.4 million for the three months ended March 31, 2026 and 2025, respectively.

This represents 15.5% and 15.1% of the Company’s noninterest income for the

respective periods.

In addition, the Company had debit card usage and interchange fees totaling $6.8 million and $6.5 million for the three months ended March 31, 2026 and 2025, respectively.

This represents 13.3% of the Company’s noninterest income for both periods.

Noninterest Expense

Noninterest expense increased by $5.3 million for third quarter of 2025 compared to the third quarter of 2024.

The increase in noninterest expenses was primarily related to growth in salaries and employee benefits of $3.5 million.

Also contributing to the increase was occupancy expense, due largely to repairs and maintenance, and increases in other noninterest expense driven primarily by professional fees.

For the nine months ended September 30, 2025, noninterest expense increased by $17.6 million compared to the nine months ended September 30, 2024.

Higher noninterest expenses in 2025 were primarily related to growth in salaries and employee benefits of $9.8 million, an increase in occupancy expense of $2.0 million and an increase in the net expense from other real estate owned of $1.8 million.

In addition, the Company recorded an expense related to the disposition of certain equity investments no longer permissible under the Volcker Rule, which prohibits banks with more than $10 billion in assets from holding certain private equity investments.

The Company’s effective tax rate was 20.7% for the third quarter of 2025, compared to 20.3% for the third quarter of 2024.

The Company’s effective tax rate was 21.2% for the nine months ended September 30, 2025, compared to 21.4% for the nine months ended September 30, 2024.

Noninterest expense increased by $4.6 million for first quarter of 2026 compared to the first quarter of 2025.

The increase in noninterest expense was primarily attributable to the growth in salaries and employee benefits of $4.3 million.

The total salaries and benefits expenses recorded of $58.9 million for the period ended March 31, 2026 is after a favorable adjustment to the funded employee benefit trust of $1.8 million.

The total salaries and benefits expenses recorded of $54.6 million for the period ended March 31, 2025 is after a favorable adjustment to the funded employee benefit trust of $419,000.

Total noninterest expense for the first quarter of 2026 also reflects conversion expenses related to ABOK.

For the first quarter of 2025 the Company recorded a $4.4 million expense related to the disposition of certain equity investments no longer permissible under the Volcker Rule, no such equivalent expense was recorded in 2026.

The Company’s effective tax rate was 21.3% for the first quarter of 2026, compared to 21.1% for the first quarter of 2025.

The primary reasons for the difference between the Company’s effective tax rate and the federal statutory rate were tax-exempt income, nondeductible amortization, federal and state tax credits and state tax expense.

3 unchanged sentences

(Dollars in thousands, except per share data)

September 30,

Balance Sheet Data

35 unchanged sentences

This measure should not be considered a substitute for operating results determined in accordance with GAAP.

(3) Government agencies guaranteed approximately $10.0 million of nonaccrual loans at September 30, 2025.

(3) Government agencies guaranteed approximately $10.8 million of nonaccrual loans at March 31, 2026.

Cash and Due from Banks, Federal Funds Sold and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks increased by $500.2 million or 14.1%, to $4.1 billion from December 31, 2024 to September 30, 2025.

The increase was related to an increase of interest-bearing deposits in addition to maturing securities.

At September 30, 2025, total debt securities decreased $195.8 million, or 16.2% compared to December 31, 2024.

The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks increased by $188.5 million or 4.2%, to $4.7 billion from December 31, 2025 to March 31, 2026.

The increase was related to an increase of interest-bearing deposits and maturing securities, somewhat offset by a reduction of federal funds sold.

At March 31, 2026, total debt securities decreased $38.4 million, or 4.2% compared to December 31, 2025.

The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management.

The unrealized loss on debt securities available for sale, before taxes, was $16.8 million at September 30, 2025, compared to an unrealized loss of $43.1 million at December 31, 2024.

These unrealized losses, net of income taxes, of $12.8 million at September 30, 2025 and $32.9 million at December 31, 2024 are included in the Company’s stockholders’ equity as accumulated other comprehensive loss.

During the nine months ended September 30, 2025, the Company purchased $508,000 of debt securities compared to $522,000 during the nine months ended September 30, 2024.

The Company did not sell any debt securities during the nine months ended September 30, 2025 or 2024.

The Company did not recognize a gain or loss on debt securities during the nine months ended September 30, 2025 or 2024.

The Company had maturities and paydowns of debt securities totaling $223.0 million during the nine months ended September 30, 2025 and $213.1 million during the nine months ended September 30, 2024.

The net unrealized loss on debt securities available for sale, before taxes, was $14.0 million at March 31, 2026, compared to a net unrealized loss of $10.8 million at December 31, 2025.

These unrealized losses, net of income taxes, of $10.7 million at March 31, 2026 and $8.3 million at December 31, 2025 are included in the Company’s stockholders’ equity as accumulated other comprehensive loss.

The Company purchased $25.3 million of debt securities during the quarter ended March 31, 2026.

No purchases were made during the first quarter of 2025.

The Company did not recognize a gain or loss on debt securities during the quarters ended March 31, 2026 or 2025.

The Company had maturities and paydowns of debt securities totaling $61.0 million during the quarter ended March 31, 2026 and $56.3 million during the quarter ended March 31, 2025.

See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s securities.

At September 30, 2025, total loans increased $254.0 million or 3.2% compared to December 31, 2024 as a result of internal loan growth.

Of the total increase in loans, commercial real estate made up the largest increase with $130.8 million.

The internal loan growth was primarily from the Company's Oklahoma subsidiary BancFirst.

At March 31, 2026, total loans increased $51.4 million or 0.6% compared to December 31, 2025 as a result of internal loan growth.

Of the total increase in loans, commercial real estate made up the largest increase.

The preponderance of internal loan growth was from the Company's Oklahoma subsidiary BancFirst.

See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s loan portfolio segments.

3 unchanged sentences

Nonaccrual Loans

Nonaccrual loans totaled $57.3 million at September 30, 2025 compared to $58.0 million at December 31, 2024.

The Company’s nonaccrual commercial non-real estate loans made up 15% and nonaccrual commercial real estate made up 65% of nonaccrual loans.

Nonaccrual loans totaled $62.2 million at March 31, 2026 compared to $61.1 million at December 31, 2025.

The Company’s nonaccrual commercial real estate loans made up 59% of nonaccrual loans.

Nonaccrual loans negatively impact the Company’s net interest margin.

2 unchanged sentences

However, if the full collection of the remaining principal balance is not in doubt, interest income is recognized on certain of these loans on a cash basis.

Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $3.6 million for the nine months ended September 30, 2025 and $2.6 million for the nine months ended September 30, 2024.

Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $1.5 million for the three months ended March 31, 2026 and $1.0 million for the three months ended March 31, 2025.

Only a small amount of this interest is expected to be ultimately collected.

Approximately $10.0 million of nonaccrual loans were guaranteed by government agencies at September 30, 2025.

Approximately $10.8 million of nonaccrual loans were guaranteed by government agencies at March 31, 2026.

The classification of a loan as nonaccrual does not necessarily indicate that loan principal and interest will ultimately be uncollectible;

although, in an economic downturn, the Company’s experience has been that the level of collections decline.

although, in an economic downturn, the Company’s experience has been that the level of collection declines.

The above normal risk associated with nonaccrual loans has been considered in the determination of the allowance for credit losses.

1 unchanged sentence

Modified Loans

The current and future financial effects of the recorded balance of loans considered to be modified during the period were not material.

The recorded balance of loans modified during the nine months ended September 30, 2025 was approximately $6.0 million compared to $14.8 million during the year ended December 31, 2024.

The current and future financial effects of the recorded balance of loans considered to be modified during the period were not considered to be material.

The recorded balance of loans modified during the period ended March 31, 2026 was approximately $3.3 million compared to $6.4 million during the year ended December 31, 2025.

Other Real Estate Owned and Repossessed Assets

Other real estate owned ("OREO") and repossessed assets increased $4.5 million during the period ended March 31, 2026.

There was $1.4 million of tenant improvements related to bank owned OREO property.

Additionally, as part of the ABOK conversion, $1.9 million of property previously held for bank operations was moved to OREO.

The remainder of the change in OREO and repossessed assets resulted from normal bank operations.

OREO consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and premises held for sale.

1 unchanged sentence

Write-downs arising at the time of reclassification of such properties from loans to OREO are charged directly to the allowance for credit losses.

Any losses on bank premises designated to be sold are charged to operating expense at the time of transfer from premises to OREO.

Decreases in values of properties subsequent to their classification as OREO

are charged to operating expense.

During the nine months ended September 30, 2025 the Company foreclosed on a construction and development real estate loan and recorded $15.6 million in other real estate owned ("OREO"), which was the primary reason for the increase in OREO.

The Company's write-downs of OREO totaled $109,000 for the nine months ended September 30, 2025 compared to $72,000 for the nine months ended September 30, 2024.

OREO also included a larger commercial real estate property recorded at $31.1 million at September 30, 2025 and $28.1 million at December 31, 2024.

During the nine months ended September 30, 2025, the Company made $3.0 million of tenant improvements to this property, which contributed to the increase of total OREO.

Rental income for this property is included in other noninterest income on the consolidated statements of comprehensive income.

Operating expense for this property is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income.

This property had the following rental income and operating expenses for the periods presented:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

Rental income

Operating expense

Any losses on bank premises designated to

be sold are charged to operating expense at the time of transfer from premises to OREO.

Decreases in values of properties subsequent to their classification as OREO are charged to operating expense.

The Company did not have any write-downs in OREO for the three months ended March 31, 2026.

Rental income for OREO properties is included in other noninterest income on the consolidated statements of comprehensive income.

Operating expense for OREO properties is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income.

The Company's total rental income and operating expenses from OREO are presented in the following table:

Three Months Ended September 30,

Nine Months Ended September 30,

For the Three Months Ended March 31,

(Dollars in thousands)

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Intangible Assets, Goodwill and Other Assets

Identifiable intangible assets and goodwill totaled $192.8 million and $195.4 million at September 30, 2025 and December 31, 2024, respectively.

Other assets included the cash surrender value of key-man life insurance policies totaling $85.7 million at September 30, 2025 and $84.4 million at December 31, 2024.

Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $15.9 million at September 30, 2025 and $10.5 million at December 31, 2024.

Identifiable intangible assets and goodwill totaled $203.8 million and $204.1 million at March 31, 2026 and December 31, 2025, respectively.

Other assets includes the cash surrender value of key-man life insurance policies totaling $93.0 million at March 31, 2026 and $94.2 million at December 31, 2025.

Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $45.5 million at March 31, 2026 and $21.2 million at December 31, 2025.

They require a daily margin to be posted, which fluctuates with oil and gas prices and customer activity.

The Company had a margin asset included in other assets in the amount of $48,000 at September 30, 2025 and $463,000 at December 31, 2024.

The Company had a margin asset included in other assets in the amount of $53.2 million at March 31, 2026 and a margin liability included in other liabilities in the amount of $7.4 million at December 31, 2025.

See Note (11) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s derivative financial instruments.

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The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.

The balance of equity securities was $8.7 million at September 30, 2025 and $13.4 million at December 31, 2024.

The decrease in equity securities in 2025 was primarily due to the disposition of certain equity investments no longer permissible under the Volcker rule which prohibits banks with more than $10 billion in assets from holding certain private equity investments.

The balance of equity securities was $10.3 million at March 31, 2026 and $9.3 million at December 31, 2025.

The Company reviews its portfolio of equity securities for impairment at least quarterly.

Low-Income Housing, New Market Tax Credit Investments and Historic Tax Credit Investments

During 2025, the Company’s low-income housing tax credit ("LIHTC") investments increased $37.5 million totaling $96.2 million at September 30, 2025, New Markets Tax Credits ("NMTC") investments increased $2.6 million totaling $10.1 million at September 30, 2025 and the Historic Tax Credit Investments remained at $6.3 million at September 30, 2025, all of which are included in other assets on the Company’s consolidated balance sheet.

Unfunded commitments related to these investments increased $31.9 million totaling $71.4 million at September 30, 2025, all of which are included in other liabilities on the Company’s consolidated balance sheet.

Low-Income Housing Tax Credit Investments, New Market Tax Credit Investments and Historic Tax Credit Investments

The Company's tax credits all amortize off over the life of the investment.

The Company’s low-income housing tax credit ("LIHTC") investments decreased $2.6 million totaling $92.3 million at March 31, 2026, New Markets Tax Credits ("NMTC") investments decreased $413,000 totaling $8.5 million at March 31, 2026 and the Historic Tax Credit Investments decreased $1.1 million totaling $7.5 million at March 31, 2026, all of which are included in other assets on the Company’s consolidated balance sheet.

Unfunded commitments related to these investments totaled $61.6 million at March 31, 2026, all of which are included in other liabilities on the Company’s consolidated balance sheet.

See Note (6) of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for disclosures regarding these investments.

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The Company maintains lines of credit from the Federal Home Loan Bank (“FHLB”), federal funds lines of credit with other banks and could also utilize the sale of loans, securities and liquidation of other assets as sources of liquidity and funding.

The Company is highly liquid with percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets of 28.6% at September 30, 2025, compared to 26.2% at December 31, 2024.

The Company is highly liquid with percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets of 31.0% at March 31, 2026, compared to 30.3% at December 31, 2025.

There have not been any other material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

At September 30, 2025, deposits totaled $12.1 billion, an increase of $399.8 million from December 31, 2024.

At March 31, 2026, deposits totaled $12.9 billion, an increase of $230.7 million from December 31, 2025.

The Company’s core deposits provide it with a stable, low-cost funding source.

The Company’s core deposits as a percentage of total deposits were 95.1% at September 30, 2025 compared to 95.5% at December 31, 2024.

Noninterest-bearing deposits to total deposits were 31.5% at September 30, 2025 compared to 33.3% at December 31, 2024.

The Company’s core deposits as a percentage of total deposits was 95.2% at March 31, 2026 and 94.8% at December 31, 2025.

Noninterest-bearing deposits to total deposits were 31.8% at March 31, 2026 compared to 30.8% at December 31, 2025.

Uninsured deposits are defined as the portion of deposit accounts in U.S.

offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes.

Total uninsured deposits were $4.1 billion at September 30, 2025 compared to $4.0 billion at December 31, 2024, as calculated per regulatory guidance.

This was approximately 34.1% of deposits at September 30, 2025 and 33.7% at December 31, 2024.

The Company has existing and contingent sources of liquidity equivalent to approximately 150% of its uninsured deposits.

Off-balance-sheet sweep accounts totaled $4.9 billion at September 30, 2025 compared to $5.2 billion at December 31, 2024.

Total uninsured deposits were $4.4 billion at March 31, 2026 and $4.3 billion at December 31, 2025, as calculated per regulatory guidance.

This was approximately 34% of deposits at both March 31, 2026 and December 31, 2025.

Off-balance-sheet sweep accounts totaled $5.1 billion at March 31, 2026 compared to $4.9 billion at December 31, 2025.

The movement of customers' funds into the Company's off-balance-sheet sweep accounts affected the balances of both cash and deposits.

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The Company has several lines of credit available.

At September 30, 2025, BancFirst had $923.2 million available on its line of credit from the FHLB of Topeka, Kansas.

At September 30, 2025, BancFirst had no advances outstanding under this line of credit.

At March 31, 2026, BancFirst had $995.3 million available on its line of credit from the FHLB of Topeka, Kansas.

At March 31, 2026, BancFirst had no advances outstanding under this line of credit.

Pegasus had a Federal Reserve discount window capacity of $73.2 million.

At September 30, 2025, Pegasus had no advances outstanding under this line of credit.

At March 31, 2026, Pegasus had no advances outstanding under this line of credit.

Worthington had $10.5 million in lines of credit with other financial institutions that serve as overnight federal funds facilities, a Federal Reserve discount window capacity of $31.8 million and a $94.3 million line of credit from the FHLB of Dallas, Texas to use for liquidity or to match-fund certain long-term rate loans.

Worthington had no advances outstanding at September 30, 2025 under any of these lines of credit.

Worthington had no advances outstanding at March 31, 2026 under any of these lines of credit.

Capital Resources

Stockholders’ equity totaled $1.8 billion at September 30, 2025, an increase of $161.6 million from December 31, 2024.

In addition to net income of $181.1 million, other changes in stockholders’ equity during the nine months ended September 30, 2025 included $4.6 million related to common stock issuances for stock-based compensation plans, $2.8 million related to stock-based compensation and $20.1 million in accumulated other comprehensive income that were partially offset by $46.9 million in dividends.

The Company’s leverage ratio and total risk-based capital ratios at September 30, 2025 were well in excess of the regulatory requirements.

Stockholders’ equity totaled $1.9 billion at March 31, 2026, an increase of $47.8 million from December 31, 2025.

In addition to net income of $63.0 million, other increases in stockholders’ equity during the three months ended March 31, 2026 included $781,000 in common stock issuances related to stock-based compensation plans, $2.1 million in common stock issuances related to the acquisition of ABOK and $767,000 related to stock-based compensation arrangements, that were partially offset by a $2.4 million decrease in accumulated other comprehensive income and $16.5 million in dividends.

The Company’s leverage ratio and total risk-based capital ratios at March 31, 2026 were well in excess of the regulatory requirements.

See Note (8) of the Notes to Consolidated Financial Statements for a discussion of capital ratios and requirements.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements