Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2025, included in our Annual Report and with our unaudited condensed accompanying notes set forth in this Quarterly Report on Form 10-Q for the quarterly period March 31, 2026.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report are forward-looking statements within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, potential future acquisitions, disposition and other growth opportunities. These statements, which are based upon certain assumptions and estimates and describe the Company’s future plans, results, strategies and expectations, can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict and that are beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statement in this report including, without limitation, the risks and other factors set forth in the Company’s Registration Statements under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk factors.” Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, investors should not place undue reliance on any such forward-looking statements. Any forward-looking statements speaks only as of the date of this report, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company.
We qualify all of our forward-looking statements by these cautionary statements.
OVERVIEW
Bank First Corporation is a Wisconsin corporation that was organized primarily to serve as the holding company for Bank First, N.A. Bank First, N.A., which was incorporated in 1894, is a nationally-chartered bank headquartered in Manitowoc, Wisconsin. It is a member of the Board of Governors of the Federal Reserve System (“Federal Reserve”), and is regulated by the Office of the Comptroller of the Currency (“OCC”). Including its headquarters in Manitowoc, Wisconsin, the Bank has thirty-eight banking locations in Brown, Columbia, Dane, Door, Fond du Lac, Green, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Rock, Shawano, Sheboygan, Walworth, Waupaca, Waushara, and Winnebago counties in the State of Wisconsin and Winnebago county in the State of Illinois. The Bank offers loan, deposit, treasury management, trust, and wealth management services at each of its banking locations.
29
Table of Contents
As with most community banks, the Bank derives a significant portion of its income from interest received on loans and investments. The Bank’s primary source of funding is deposits, both interest-bearing and noninterest-bearing. In order to maximize the Bank’s net interest income, or the difference between the income on interest-earning assets and the expense of interest-bearing liabilities, the Bank must not only manage the volume of these balance sheet items, but also the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities. To account for credit risk inherent in all loans, the Bank maintains an ACL - Loans to absorb possible losses on existing loans that may become uncollectible. The Bank establishes and maintains this allowance by charging a provision for credit losses against operating earnings. Beyond its net interest income, the Bank further receives income through the net gain on sale of loans held for sale as well as servicing income which is retained on those sold loans. In order to maintain its operations and bank locations, the Bank incurs various operating expenses which are further described within the “Results of Operations” later in this section.
On January 1, 2026, the Company consummated its merger with Centre pursuant to the Agreement and Plan of Bank Merger, dated as of July 17, 2025, by and among the Company and Centre, whereby Centre was merged with and into the Company, and First National Bank and Trust, Centre’s wholly owned banking subsidiary, was merged with and into the Bank. Eleven branches of First National Bank and Trust opened on January 2, 2026, operating under the First National Bank and Trust name as a division of Bank First, expanding the Bank’s presence in Rock County in Wisconsin and Winnebago County in Illinois. These branches will be rebranded under the Bank First name when core systems are consolidated during the second quarter of 2026.
The Company accounted for this transaction under the acquisition method of accounting, and thus, the financial position and results of operations of the acquired institution prior to the consummation date are not included in the accompanying consolidated financial statements. The acquisition method of accounting required assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determines the fair value of core deposit intangibles, securities, premises and equipment, loans, other assets and liabilities, deposits and borrowings with the assistance of third-party valuations, appraisals, and third-party advisors. The acquisition accounting is provisional for up to one year after the acquisition and could be adjusted in subsequent quarters during 2026 if additional relevant information to the fair values becomes available.
30
Table of Contents
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following tables present certain selected historical consolidated financial data as of the dates or for the period indicated:
At or for the Three Months Ended
(In thousands, except per share data)
3/31/2026
12/31/2025
9/30/2025
6/30/2025
3/31/2025
Results of Operations:
Interest income
$
73,605
$
56,636
$
55,456
$
54,575
$
55,048
Interest expense
20,389
16,470
17,203
17,873
18,511
Net interest income
53,216
40,166
38,253
36,702
36,537
Provision for credit losses
—
—
650
200
400
Net interest income after provision for credit losses
53,216
40,166
37,603
36,502
36,137
Noninterest income
10,532
4,758
5,953
4,921
6,588
Noninterest expense
39,056
22,012
21,086
20,756
20,604
Income before income tax expense
24,692
22,912
22,470
20,667
22,121
Income tax expense
4,704
4,522
4,480
3,792
3,880
Net income
$
19,988
$
18,390
$
17,990
$
16,875
$
18,241
Earnings per common share - basic
$
1.78
$
1.87
$
1.83
$
1.71
$
1.82
Earnings per common share - diluted
1.78
1.87
1.83
1.71
1.82
Common Shares:
Basic weighted average
11,168,335
9,787,840
9,787,275
9,854,306
9,950,970
Diluted weighted average
11,187,262
9,814,225
9,808,694
9,868,739
9,972,152
Outstanding
11,222,442
9,834,623
9,834,083
9,833,476
9,973,276
Noninterest income / noninterest expense:
Service charges
$
4,690
$
2,255
$
2,106
$
2,053
$
2,011
Income from Ansay
975
267
1,314
1,153
1,181
Loan servicing income
955
747
736
733
732
Valuation adjustment on mortgage servicing rights
81
(45)
250
(99)
175
Net gain on sales of mortgage loans
1,076
649
482
338
334
Trust and wealth management
1,575
26
14
16
17
Other noninterest income
1,180
859
1,051
727
2,138
Total noninterest income
$
10,532
$
4,758
$
5,953
$
4,921
$
6,588
Personnel expense
$
21,789
$
10,565
$
10,498
$
10,427
$
10,985
Occupancy, equipment and office
2,556
2,769
1,567
1,922
1,591
Data processing
3,410
2,685
2,506
2,620
2,444
Postage, stationery and supplies
439
309
165
259
240
Net gain on sales and valuations of other real estate owned
(191)
—
—
(159)
—
Net loss on sales of securities
31
—
—
—
—
Advertising
83
(28)
78
61
65
Charitable contributions
240
79
143
274
476
Federal deposit insurance
716
510
540
630
630
Outside service fees
2,400
1,490
1,818
1,135
788
Amortization of intangibles
2,572
1,204
1,228
1,273
1,298
Other noninterest expense
5,011
2,429
2,543
2,314
2,087
Total noninterest expense
$
39,056
$
22,012
$
21,086
$
20,756
$
20,604
Period-end balances:
Cash and cash equivalents
$
398,638
$
243,207
$
126,184
$
120,328
$
300,865
Investment securities available-for-sale, at fair value
483,235
164,422
167,125
167,209
163,743
Investment securities held-to-maturity, at cost
117,929
103,726
106,823
109,854
110,241
Loans
4,515,626
3,604,651
3,629,663
3,580,357
3,548,070
Allowance for credit losses - loans
(57,067)
(44,374)
(44,501)
(44,292)
(43,749)
Premises and equipment
93,140
79,217
78,027
75,667
72,670
Goodwill and other intangibles, net
291,908
191,306
192,510
193,738
195,011
Mortgage Servicing Rights
17,484
13,650
13,696
13,445
13,544
Other Assets
208,120
150,290
150,884
148,776
144,670
Total assets
6,069,013
4,506,095
4,420,411
4,365,082
4,505,065
Deposits
5,086,816
3,695,787
3,538,761
3,595,424
3,674,218
Borrowings
124,845
121,966
221,941
121,915
146,890
Other liabilities
37,499
44,506
31,584
35,410
35,543
Total liabilities
5,249,160
3,862,259
3,792,286
3,752,749
3,856,651
Stockholders’ equity
819,853
643,836
628,125
612,333
648,414
Book value per common share
73.05
65.47
63.87
62.27
65.02
Tangible book value per common share (1)
47.04
46.01
44.30
42.57
45.46
Average balances:
Loans
$
4,560,355
$
3,615,930
$
3,600,259
$
3,560,945
$
3,541,995
Interest-earning assets
5,489,866
4,019,999
3,948,304
4,006,981
4,100,846
Total assets
6,052,695
4,421,837
4,350,555
4,407,112
4,498,891
Deposits
5,043,273
3,602,826
3,573,341
3,596,755
3,672,039
Interest-bearing liabilities
3,750,264
2,732,417
2,709,808
2,762,544
2,837,182
31
Table of Contents
Goodwill and other intangibles, net
292,757
192,061
193,250
194,503
195,752
Stockholders’ equity
801,987
636,418
620,153
623,861
645,708
Financial ratios (2):
Return on average assets
1.34
%
1.65
%
1.64
%
1.54
%
1.64
%
Return on average common equity
10.11
%
11.46
%
11.51
%
10.85
%
11.46
%
Average equity to average assets
13.25
%
14.39
%
14.25
%
14.16
%
14.35
%
Stockholders’ equity to assets
13.51
%
14.29
%
14.21
%
14.03
%
14.39
%
Tangible equity to tangible assets (1)
9.14
%
10.49
%
10.30
%
10.04
%
10.52
%
Loan yield
5.77
%
5.81
%
5.76
%
5.66
%
5.68
%
Earning asset yield
5.47
%
5.63
%
5.61
%
5.50
%
5.49
%
Cost of funds
2.20
%
2.39
%
2.52
%
2.59
%
2.65
%
Net interest margin, taxable equivalent
3.96
%
4.01
%
3.88
%
3.72
%
3.65
%
Net loan charge-offs to average loans
0.01
%
0.01
%
—
%
—
%
0.09
%
Nonperforming loans to total loans
0.60
%
0.25
%
0.38
%
0.38
%
0.19
%
Nonperforming assets to total assets
0.50
%
0.20
%
0.31
%
0.31
%
0.17
%
Allowance for credit losses - loans to total loans
1.26
%
1.23
%
1.23
%
1.24
%
1.23
%
(1) These measures are not measures prepared in accordance with GAAP, and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” for a reconciliation of these measures to their most comparable GAAP measures.
(2) Income statement-related ratios for partial year periods are annualized.
GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES
We identify certain financial measures discussed in the Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are tangible book value per common share and tangible equity to tangible assets.
In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.
The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have presented in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following discussion and reconciliations provide a more detailed analysis of these non-GAAP financial measures.
32
Table of Contents
Tangible book value per common share and tangible equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by the Company’s management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare the Company’s capital position to other companies. The most directly comparable financial measures calculated in accordance with GAAP are book value per common share, return on average common equity and stockholders’ equity to total assets.
At or for the Three Months Ended
(In thousands, except per share data)
3/31/2026
12/31/2025
9/30/2025
6/30/2025
3/31/2025
Tangible Assets
Total assets
$
6,069,013
$
4,506,095
$
4,420,411
$
4,365,082
$
4,505,065
Adjustments:
Goodwill
(246,370)
(175,106)
(175,106)
(175,106)
(175,106)
Core deposit intangible, net of amortization
(45,538)
(16,200)
(17,404)
(18,632)
(19,905)
Tangible assets
$
5,777,105
$
4,314,789
$
4,227,901
$
4,171,344
$
4,310,054
Tangible Common Equity
Total stockholders’ equity
$
819,853
$
643,836
$
628,125
$
612,333
$
648,414
Adjustments:
Goodwill
(246,370)
(175,106)
(175,106)
(175,106)
(175,106)
Core deposit intangible, net of amortization
(45,538)
(16,200)
(17,404)
(18,632)
(19,905)
Tangible common equity
$
527,945
$
452,530
$
435,615
$
418,595
$
453,403
Book value per common share
$
73.05
$
65.47
$
63.87
$
62.27
$
65.02
Tangible book value per common share
47.04
46.01
44.30
42.57
45.46
Total stockholders’ equity to total assets
13.51
%
14.29
%
14.21
%
14.03
%
14.39
%
Tangible common equity to tangible assets
9.14
%
10.49
%
10.30
%
10.04
%
10.52
%
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended March 31, 2026 and March 31, 2025
General . Net income increased $1.8 million to $20.0 million for three months ended March 31, 2026, compared to $18.2 million for the same period in 2025. This increase is primarily due to the added scale of operations resulting from the Centre acquisition at the beginning of the first quarter of 2026.
Net Interest Income . The management of interest income and expense is fundamental to our financial performance. Net interest income, the difference between interest income and interest expense, is the largest component of the Company’s total revenue. Management closely monitors both total net interest income and the net interest margin (net interest income divided by average earning assets). We seek to maximize net interest income without exposing the Company to an excessive level of interest rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest-bearing assets and liabilities. Our net interest margin can also be adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments.
Net interest and dividend income increased by $16.7 million to $53.2 million for the three months ended March 31, 2026 compared to $36.5 million for three months ended March 31, 2025. The increase in net interest income was primarily due to growth in interest earning assets over the last three months, resulting from the acquisition of Centre. Total average interest-earning assets were $5.49 billion for the three months ended March 31, 2026, up from $4.10 billion for the same period in 2025. In addition, growth of $0.9 million in interest-bearing liabilities, from $2.84 billion for the three months ended March 31, 2025 to $3.75 billion for the three months ended March 31, 2026, was partially offset by average rates paid on these liabilities declining from 2.65% for the three months ended March 31, 2025, to 2.20% for the three months ended March 31, 2026. Bank First repaid $65.0 million in FHLB borrowings assumed from Centre during the first quarter of 2026, triggering the recognition of $1.3 million in purchase accounting fair value adjustments, reducing interest expense and causing the rate paid on other borrowings to decrease to 0.95% on an annualized basis during the first quarter of 2026. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve.
33
Table of Contents
Interest Income. Total interest income increased $18.6 million, or 33.7%, to $73.6 million for the three months ended March 31, 2026 compared to $55.0 million for the same period in 2025. The increase in total interest income was primarily due to the aforementioned growth in interest earnings assets resulting from the acquisition of Centre. The average balance of interest-earning assets increased by $1.39 billion during the three months ended March 31, 2026 compared to the same period in 2025. Interest income from the accretion of purchase accounting fair value marks increased by $2.7 million in the first quarter of 2026 compared to the prior-year first quarter.
Interest Expense. Interest expense increased $1.9 million, or 10.2%, to $20.4 million for the three months ended March 31, 2026 compared to $18.5 million for the same period in 2025.
Interest expense on interest-bearing deposits increased by $3.2 million to $20.0 million for the three months ended March 31, 2026 compared to $16.9 million for the same period in 2025. The increase in interest expense was primarily due to elevated interest-bearing liabilities from the Centre acquisition. The average balance and rate of interest-bearing deposits was $3.61 billion and 2.26% for the three months ended March 31, 2026, compared to $2.69 billion and 2.54% for the same period in 2025.
Other borrowed funds, the Company’s highest-cost source of funding, saw average balances decline by $2.3 million to $144.6 million during the first quarter of 2026 compared to $147.0 million during the same period in the prior year. Rates paid on these funds declined due to the aforementioned recognition of $1.3 million in purchase accounting fair value adjustments on acquired balances that were paid off prior to contractual maturity.
Provision for Credit Losses. Credit risk is inherent in the business of making loans. We establish an allowance for credit losses through charges to earnings, which are shown in the statements of operations as the provision for credit losses. The provision for credit losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market area. The determination of the amount is complex and involves a high degree of judgment and subjectivity.
We did not record a provision for credit loss during the three months ended March 31, 2026 compared to recording a $0.4 million provision for credit loss during the same period in 2025. Economic forecasts, primarily US gross domestic product projections, increased slightly during the first quarter of 2026 while projections for unemployment also increased. We incurred $0.1 million net charge-offs during the three months ended March 31, 2026 compared to net charge-offs of $0.8 million during the three months ended March 31, 2025. The Bank’s loan portfolio continues to exhibit very little credit stress. The acquisition of Centre led to an increase of $12.8 million of ACL – Loans related to the acquired portfolio. The ACL - Loans was $57.1 million, or 1.26% of total loans, at March 31, 2026 compared to $43.7 million, or 1.23% of total loans at March 31, 2025.
Noninterest Income. Noninterest income is an important component of our total revenues. A significant portion of our noninterest income has historically been associated with service charges and income from the Bank’s unconsolidated subsidiary, Ansay. The Centre acquisition introduced a new Trust and Wealth Management business line in the first quarter of 2026. Other sources of noninterest income include loan servicing fees and gains on sales of mortgage loans.
Noninterest income increased $3.9 million to $10.5 million for the three months ended March 31, 2026 compared to $6.6 million for the same period in 2025. This increase was primarily the result of higher service charge and loan servicing income provided by added operational scale from the acquisition of Centre. Income provided by the Bank’s investment in Ansay totaled $1.0 million during the first quarter of 2026, down $0.2 million from the prior-year first quarter. Income provided by Trust and Wealth Management was $1.6 million during the first quarter of 2026. Assets under management of this department totaled $798.4 million as of March 31, 2026. Finally, gains on sales of mortgage loans totaled $1.1 million during the first quarter of 2026, up from $0.3 million in the prior-year first quarter.
34
Table of Contents
The major components of our noninterest income are listed below:
Three Months Ended March 31,
2026
2025
$ Change
% Change
(in thousands)
(In thousands)
Noninterest Income
Service charges
$
4,690
$
2,011
$
2,679
133
%
Income from Ansay
975
1,181
(206)
(17)
%
Loan servicing income
955
732
223
30
%
Valuation adjustment on MSR
81
175
(94)
(54)
%
Net gain on sales of mortgage loans
1,076
334
742
222
%
Trust and wealth management
1,575
17
1,558
NM
Other
1,180
2,138
(958)
(45)
%
Total noninterest income
$
10,532
$
6,588
$
3,944
60
%
Noninterest Expense. Noninterest expense increased $18.5 million to $39.1 million for the three months ended March 31, 2026 compared to $20.6 million for the same period in 2025. Most areas of noninterest expense were elevated in the most recent quarter due to the added operating scale from Centre acquisition. Expenses directly related to the Bank’s acquisition of Centre totaled $6.5 million during the first quarter of 2026. These expenses were primarily incurred in the areas of personnel expense, outside service fees and data processing. Occupancy expense was significantly elevated due to eleven new operating locations added to the Bank’s footprint as part of the Centre acquisition. This acquisition also created a core deposit intangible asset of $31.9 million. Amortization related to this intangible asset, which will be amortized over the next 10 years, led to the elevated amortization expense during the first quarter of 2026. As mentioned, the Bank incurred a $1.1 million prepayment penalty when it repaid $65.0 million in FHLB borrowings during the first quarter of 2026.
The major components of our noninterest expense are listed below:
Three Months Ended March 31,
2026
2025
$ Change
% Change
(In thousands)
Noninterest Expense
Salaries, commissions, and employee benefits
$
21,789
$
10,985
$
10,804
98
%
Occupancy
2,556
1,591
965
61
%
Data processing
3,410
2,444
966
40
%
Postage, stationary, and supplies
439
240
199
83
%
Net gain on sales and valuations of other real estate owned
(191)
—
(191)
NM
Net loss on sales of securities
31
—
31
NM
Advertising
83
65
18
28
%
Charitable contributions
240
476
(236)
(50)
%
Federal deposit insurance
716
630
86
14
%
Outside service fees
2,400
788
1,612
205
%
Amortization of intangibles
2,572
1,298
1,274
98
%
Other
5,011
2,087
2,924
140
%
Total noninterest expenses
$
39,056
$
20,604
$
18,452
90
%
Income Tax Expense. We recorded a provision for income taxes of $4.7 million for the three months ended March 31, 2026 compared to a provision of $3.9 million for the same period during 2025, reflecting effective tax rates of 19.1% for the first quarter of 2026 compared to 17.5% during first quarter 2025. The effective tax rates were reduced from the statutory federal and state income tax rates during both periods as a result of tax-exempt interest income produced by certain qualifying loans and investments in the Bank’s portfolios. Tax-exempt income during the first quarter of 2025 resulted from a death benefit on life insurance, further reducing the effective tax rate for that quarter.
35
Table of Contents
NET INTEREST MARGIN
Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding sources, primarily deposits and borrowings. Interest rate spread is the difference between the average rate earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities. Net interest margin is the amount of net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. The average rate earned on earning assets is the amount of annualized taxable-equivalent interest income expressed as a percentage of average earning assets. The average rate paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities.
The following tables set forth the distribution of our average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the periods indicated:
Three Months Ended
March 31, 2026
March 31, 2025
Interest
Interest
Average
Income/
Rate Earned/ Paid
Average
Income/
Rate Earned/ Paid
Balance
Expenses (1)
(1)
Balance
Expenses (1)
(1)
(dollars in thousands)
ASSETS
Interest-earning assets
Loans (2)
Taxable
$
4,427,935
$
256,839
5.80
%
$
3,410,262
$
194,219
5.70
%
Tax-exempt
132,420
6,378
4.82
%
131,733
6,887
5.23
%
Securities
Taxable (available for sale)
502,318
20,864
4.15
%
180,322
7,963
4.42
%
Tax-exempt (available for sale)
36,196
1,304
3.60
%
32,697
1,149
3.51
%
Taxable (held to maturity)
102,506
4,195
4.09
%
107,641
4,267
3.96
%
Tax-exempt (held to maturity)
4,507
119
2.64
%
3,196
85
2.66
%
Cash and due from banks
283,984
10,447
3.68
%
234,995
10,386
4.42
%
Total interest-earning assets
5,489,866
300,146
5.47
%
4,100,846
224,956
5.49
%
Non interest-earning assets
618,184
442,262
Allowance for credit losses - loans
(55,355)
(44,217)
Total assets
$
6,052,695
$
4,498,891
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits
Checking accounts
$
724,221
$
17,833
2.46
%
$
516,658
$
12,760
2.47
%
Savings accounts
1,114,331
14,133
1.27
%
831,083
12,066
1.45
%
Money market accounts
938,689
19,806
2.11
%
683,446
16,685
2.44
%
Certificates of deposit
813,281
28,941
3.56
%
638,937
26,019
4.07
%
Brokered deposits
15,114
597
3.95
%
20,092
815
4.06
%
Total interest-bearing deposits
3,605,636
81,310
2.26
%
2,690,216
68,345
2.54
%
Other borrowed funds
144,628
1,378
0.95
%
146,966
6,729
4.58
%
Total interest-bearing liabilities
3,750,264
82,688
2.20
%
2,837,182
75,074
2.65
%
Non-interest bearing liabilities
Demand deposits
1,437,637
981,823
Other liabilities
62,807
34,178
Total liabilities
5,250,708
3,853,183
Shareholders’ equity
801,987
645,708
Total liabilities & shareholders’ equity
$
6,052,695
$
4,498,891
Net interest income on a fully taxable equivalent basis
217,458
149,882
Less taxable equivalent adjustment
(1,638)
(1,705)
Net interest income
$
215,820
$
148,177
Net interest spread (3)
3.26
%
2.84
%
Net interest margin (4)
3.96
%
3.65
%
(1). Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the three months ended March 31, 2026 and 2025.
(2). Nonaccrual loans are included in average amounts outstanding.
(3). Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(4). Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets.
36
Table of Contents
Rate/Volume Analysis
The following tables describe the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by prior year average rate) and (ii) changes attributable to changes in rate (change in average interest rate multiplied by prior year average balance), while (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate volume and rate categories.
Three Months Ended March 31, 2026
Compared with
Three Months Ended March 31, 2025
Increase/(Decrease) Due to Change in
Volume
Rate
Total
(dollars in thousands)
Interest income
Loans
Taxable
$
58,967
$
3,653
$
62,620
Tax-exempt
36
(545)
(509)
Securities
Taxable (AFS)
13,401
(500)
12,901
Tax-exempt (AFS)
125
30
155
Taxable (HTM)
(207)
135
(72)
Tax-exempt (HTM)
35
(1)
34
Cash and due from banks
1,964
(1,903)
61
Total interest income
74,321
869
75,190
Interest expense
Deposits
Checking accounts
5,111
(38)
5,073
Savings accounts
3,733
(1,666)
2,067
Money market accounts
5,611
(2,490)
3,121
Certificates of deposit
6,487
(3,565)
2,922
Brokered Deposits
(197)
(21)
(218)
Total interest bearing deposits
20,745
(7,780)
12,965
Other borrowed funds
(105)
(5,246)
(5,351)
Total interest expense
20,640
(13,026)
7,614
Change in net interest income
$
53,681
$
13,895
$
67,576
CHANGES IN FINANCIAL CONDITION
Total Assets. Total assets increased $1.56 billion, or 34.7%, to $6.07 billion at March 31, 2026, from $4.51 billion at December 31, 2025, primarily as a result of the Centre acquisition on January 1, 2026.
Cash and Cash Equivalents. Cash and cash equivalents increased by $155.4 million to $398.6 million at March 31, 2026, from $243.2 million at December 31, 2025.
Investment Securities. The carrying value of total investment securities increased by $333.0 million to $601.2 million at March 31, 2026, from $268.1 million at December 31, 2025. The increase in investments was primarily attributed to the investment portfolio acquired from Centre during the first quarter of 2026.
Loans. Net loans increased by $898.3 million, totaling $4.46 billion at March 31, 2026 compared to $3.56 billion at December 31, 2025. The fair value of loans acquired as part of the acquisition of Centre at the beginning of the first quarter of 2026 totaled $968.7 million.
37
Table of Contents
Deposits. Deposits increased $1.39 billion, or 37.6%, to $5.09 billion at March 31, 2026 from $3.70 billion at December 31, 2025. The fair value of deposits acquired as part of the acquisition of Centre at the beginning of the first quarter of 2026 totaled $1.38 billion.
Borrowings. At March 31, 2026, borrowings consisted of advances from the FHLB and subordinated debt to other banks and an individual. FHLB borrowings decreased $10.0 million, or 9.1%, to $100.0 million at March 31, 2026 from $110.0 million at December 31, 2025. Junior subordinated debentures, all of which were assumed as part of the acquisition of Centre, totaled $8.3 million at March 31, 2026. The Company assumed $4.5 million of subordinated debt at fair value in the Centre transaction, increasing total subordinated debt to $16.6 million at March 31, 2026, up from $12.0 million at December 31, 2025.
Stockholders’ Equity. Total stockholders’ equity increased $176.0 million, or 27.3%, to $819.9 million at March 31, 2026 from $643.8 million at December 31, 2025. Repurchases of the Company’s common stock totaling $3.1 million and dividends declared totaling $5.6 million offset the positive impact of earnings totaling $20.0 million during the first three months of the 2026. The largest contributor to this increase was the Centre acquisition, which added $168.5 million to stockholders’ equity.
LOANS
Our lending activities are principally conducted in the states of Wisconsin and Illinois. The Bank makes commercial and industrial loans, commercial real estate loans, construction and development loans, residential real estate loans, and a variety of consumer loans and other loans. Much of the loans made by the Bank are secured by real estate collateral. The Bank’s commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower, with liquidation of the underlying real estate collateral typically being viewed as the primary source of repayment in the event of borrower default. Although commercial business loans are also often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment. Repayment of the Bank’s residential loans are generally dependent on the health of the employment market in the borrowers’ geographic areas and that of the general economy with liquidation of the underlying real estate collateral being typically viewed as the primary source of repayment in the event of borrower default.
Our loan portfolio is our most significant earning asset, comprising 74.6% and 80.1% of our total assets as of March 31, 2026 and December 31, 2025, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.
Loans increased $911.0 million, or 25.3%, to $4.51 billion as of March 31, 2026, compared to $3.60 billion as of December 31, 2025. This increase was primarily driven by the acquisition of Centre, which included approximately $1.0 billion in loan balances, and was comprised of an increase of $157.2 million or 24.3% in commercial and industrial loans, an increase of $76.6 million or 8.7% in owner occupied commercial real estate loans, an increase of $209.9 million or 42.6% in non-owner occupied commercial real estate loans, an increase of $240.1 million or 59.7% in multifamily loans, an increase of $40.4 million or 18.8% in construction and development loans, an increase of $262.6 million or 29.3% in residential 1-4 family loans and an increase of $11.9 million or 16.6% in consumer and other loans.
38
Table of Contents
The following table presents the balance and associated percentage of each major category in our loan portfolio:
March 31, 2026
December 31, 2025
March 31, 2025
Amount
% of Total
Amount
% of Total
Amount
% of Total
(dollars in thousands)
Commercial & industrial
$
821,243
18
%
$
647,086
18
%
$
615,795
17
%
Commercial real estate
Owner occupied
1,133,042
25
%
880,723
24
%
828,281
23
%
Non-owner occupied
660,359
15
%
492,525
14
%
514,181
15
%
Multi-family
456,366
10
%
402,053
11
%
355,003
10
%
Construction & development
259,365
6
%
215,518
6
%
278,475
8
%
Residential 1-4 family
1,101,515
24
%
894,979
25
%
886,528
25
%
Consumer
61,378
1
%
54,826
2
%
54,763
2
%
Other loans
22,358
1
%
16,941
—
%
15,044
—
%
Total Loans
$
4,515,626
100
%
$
3,604,651
100
%
$
3,548,070
100
%
Loan categories
The principal categories of our loan portfolio are discussed below:
Commercial and Industrial (C&I). Our C&I portfolio totaled $821.2 million and $647.1 million at March 31, 2026 and December 31, 2025, respectively, and represented 18% of our total loans as of March 31, 2026 and December 31, 2025.
Our C&I loan customers represent various small and middle-market established businesses involved in professional services, accommodation and food services, health care, financial services, wholesale trade, manufacturing, distribution, retailing and non-profits. Most clients are privately owned with markets that range from local to national in scope. Many of the loans to this segment are secured by liens on corporate assets and the personal guarantees of the principals. The regional economic strength or weakness impacts the relative risks in this loan category. There is little concentration in any one business sector, and loan risks are generally diversified among many borrowers. We actively communicate with our C&I loan customers regarding their operations, including the impacts of recently implemented tariffs on their input costs and customer relationships. We have not noted significant pressure on our customer base from the current uncertain economic environment, but we will continue to monitor the impact of these items on our loan portfolio and its credit quality.
Commercial Real Estate (CRE). Our CRE loan portfolio totaled $2.25 billion and $1.78 billion at March 31, 2026 and December 31, 2025, respectively, and represented 50% and 49% of our total loans at those dates
Our CRE loans are secured by a variety of property types including multi-family dwellings, retail facilities, office buildings, commercial mixed use, lodging and industrial and warehouse properties. We do not have any specific industry or customer concentrations in our CRE portfolio. Our commercial real estate loans are generally for terms up to ten years, with loan-to-values that generally do not exceed 80%. Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to rewrite or otherwise extend the loan at prevailing interest rates.
Construction and Development (C&D). Our C&D loan portfolio totaled $259.4 million and $215.5 million at March 31, 2026 and December 31, 2025, respectively, and represented 6% of our total loans as of March 31, 2026 and December 31, 2025.
Our C&D loans are generally for the purpose of creating value out of real estate through construction and development work, and also include loans used to purchase recreational use land. Borrowers typically provide a copy of a construction or development contract which is subject to bank acceptance prior to loan approval. Disbursements are handled by a title company. Borrowers are required to inject their own equity into the project prior to any note proceeds being disbursed. These loans are, by their nature, intended to be short term and are refinanced into other loan types at the end of the construction and development period. This short term and transitory nature causes the total balances in this loan category to increase and decrease from period-to-period.
Residential 1 – 4 Family. Residential 1 – 4 family loans held in portfolio amounted to $1.10 billion and $895.0 million at March 31, 2026 and December 31, 2025, respectively, and represented 24% of our total loans as of March 31, 2026 and 25% of our total loans as of December 31, 2025.
39
Table of Contents
We offer fixed and adjustable-rate residential mortgage loans with maturities up to 30 years. One-to-four family residential mortgage loans are generally underwritten according to Fannie Mae guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which is generally $806,500 for one-unit properties. In addition, we also offer loans above conforming lending limits typically referred to as “jumbo” loans. These loans are typically underwritten to the same guidelines as conforming loans; however, we may choose to hold a jumbo loan within its portfolio with underwriting criteria that does not exactly match conforming guidelines.
We do not offer reverse mortgages nor do we offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on his loan, resulting in an increased principal balance during the life of the loan. We also do not offer “subprime loans” (loans that are made with low down payments to borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (defined as loans having less than full documentation).
Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. The decision to sell a loan to the secondary market or retain within the portfolio is determined based on a variety of factors including but not limited to our asset/liability position, the current interest rate environment, and customer preference. Servicing rights are retained on all loans sold to the secondary market.
We were servicing mortgage loans sold to others without recourse of approximately $1.54 billion and $1.20 billion at March 31, 2026 and December 31, 2025, respectively.
Loans sold with the retention of servicing assets result in the capitalization of servicing rights. Loan servicing rights are carried at fair value. The net balance of capitalized servicing rights amounted to $17.5 million at March 31, 2026 and $13.7 million December 31, 2025.
Consumer Loans. Our consumer loan portfolio totaled $61.4 million and $54.8 million at March 31, 2026 and December 31, 2025, respectively, and represented 1% of our total loans as of March 31, 2026 and 2% of our total loans as of December 31, 2025. Consumer loans include secured and unsecured loans, lines of credit and personal installment loans.
Consumer loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate, particularly consumer loans that are secured by rapidly depreciable assets. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan repayments are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.
Other Loans. Our other loans totaled $22.4 million and $16.9 million at March 31, 2026 and December 31, 2025, respectively, and are immaterial to the overall loan portfolio. The other loans category consists primarily of over-drafted depository accounts, loans utilized to purchase or carry securities and loans to nonprofit organizations.
40
Table of Contents
Loan Portfolio Maturities.
The following tables summarize the dollar amount of loans maturing in our portfolio based on their loan type, fixed or variable rate of interest, and contractual terms to maturity at March 31, 2026. The tables do not include any estimate of prepayments, which can significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.
One Year or
One to Five
Five to Fifteen
Over Fifteen
Less
Years
Years
Years
Total
(dollars in thousands)
Commercial & industrial
$
284,284
$
396,736
$
139,254
$
969
$
821,243
Commercial real estate
Owner Occupied
180,927
571,961
294,670
85,484
1,133,042
Non-owner Occupied
103,096
468,274
87,469
1,520
660,359
Multi-family
83,701
285,644
86,535
486
456,366
Construction & Development
61,195
58,366
64,753
75,051
259,365
Residential 1-4 family
27,148
114,908
261,161
698,298
1,101,515
Consumer and other
9,537
37,867
26,783
9,549
83,736
Total
$
749,888
$
1,933,756
$
960,625
$
871,357
$
4,515,626
Fixed Rate Loans:
Commercial & industrial
$
45,106
$
238,034
$
60,396
$
—
$
343,536
Commercial real estate
Owner Occupied
122,257
450,493
100,860
28,885
702,495
Non-owner Occupied
84,425
389,018
30,896
—
504,339
Multi-family
81,605
213,677
59,339
—
354,621
Construction & Development
36,712
27,577
14,517
36,351
115,157
Residential 1-4 family
12,531
92,846
199,815
284,000
589,192
Consumer and other
8,043
34,469
25,794
8,709
77,015
Total
$
390,679
$
1,446,114
$
491,617
$
357,945
$
2,686,355
Floating Rate Loans:
Commercial & industrial
$
239,178
$
158,702
$
78,858
$
969
$
477,707
Commercial real estate
Owner Occupied
58,670
121,468
193,810
56,599
430,547
Non-owner Occupied
18,671
79,256
56,573
1,520
156,020
Multi-family
2,096
71,967
27,196
486
101,745
Construction & Development
24,483
30,789
50,236
38,700
144,208
Residential 1-4 family
14,617
22,062
61,346
414,298
512,323
Consumer and other
1,494
3,398
989
840
6,721
Total
$
359,209
$
487,642
$
469,008
$
513,412
$
1,829,271
NONPERFORMING ASSETS
In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to many of our peer banks. We believe that our commitment to collecting on all of our loans results in higher loan recoveries.
41
Table of Contents
Our nonperforming assets consist of nonperforming loans and foreclosed real estate. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. The composition of our nonperforming assets is as follows:
As of March 31,
As of December 31,
As of March 31,
2026
2025
2025
(dollars in thousands)
Nonperforming loans
Nonaccrual loans
Commercial & industrial
$
2,589
$
1,754
$
789
Commercial real estate
Owner Occupied
4,566
2,330
4,090
Non-owner Occupied
—
—
493
Multi-family
12,943
—
—
Construction & Development
—
—
—
Residential 1-4 family
1,788
1,643
988
Consumer and other
147
79
36
Total nonaccrual loans
22,033
5,806
6,396
Loans past due > 90 days, but still accruing
Commercial & industrial
43
—
48
Commercial real estate
Owner Occupied
4,324
2,791
—
Non-owner Occupied
351
—
—
Multi-family
—
—
—
Construction & Development
1
1
—
Residential 1-4 family
132
425
346
Consumer and other
6
25
24
Total loans past due > 90 days, but still accruing
4,857
3,242
418
Total nonperforming loans
$
26,890
$
9,048
$
6,814
OREO
Commercial real estate owned
$
—
$
—
$
—
Residential real estate owned
—
—
—
Acquired bank property real estate owned
3,190
—
741
Total OREO
$
3,190
$
—
$
741
Total nonperforming assets ("NPAs")
$
30,080
$
9,048
$
7,555
Accruing modified loans to borrowers experiencing financial difficulty
$
386
$
239
$
15
Ratios
Nonaccrual loans to total loans
0.49
%
0.16
%
0.18
%
NPAs to total loans plus OREO
0.67
%
0.25
%
0.21
%
NPAs to total assets
0.50
%
0.20
%
0.17
%
ACL - Loans to nonaccrual loans
259
%
764
%
684
%
ACL - Loans to total loans
1.26
%
1.23
%
1.23
%
Nonaccrual Loans
Loans are typically placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection. Loans are also placed on nonaccrual status when management believes, after considering economic and business conditions, that the principal or interest will not be collectible in the normal course of business. We monitor closely the performance of our loan portfolio. In addition to the monitoring and review of loan performance internally, we have also contracted with an independent organization to review our commercial and retail loan portfolios. The status of delinquent loans, as well as situations identified as potential problems, are reviewed on a regular basis by senior management. The increase in nonaccrual loans through the first three months of 2026 was primarily due to the deterioration of one customer relationship, which resulted in several loans being moved to nonaccrual status.
42
Table of Contents
ALLOWANCE FOR CREDIT LOSSES - LOANS
The Company assesses the adequacy of its ACL - Loans at the end of each calendar quarter. The level of ACL - Loans is based on the Company’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers’ ability to repay a loan, the estimated value of any underlying collateral, composition of the loan portfolio and other relevant factors. The ACL - Loans is increased by a provision for credit losses, which is charged to expense, when the analysis shows that an increase is warranted. The ACL – Loans is reduced by charge-offs, net of recoveries, when they occur. The ACL is believed adequate to absorb all expected future losses to be recognized over the contractual life of the loans in the portfolio.
For further details on the Company’s ACL – Loans, refer to the footnotes along with the consolidated financial statements elsewhere in this report.
At March 31, 2026, the ACL - Loans was $57.1 million (representing 1.26% of period end loans). The Bank did not record a provision for credit losses during the first quarter of 2026. In addition, the ACL - Loans increased due to the acquisition of Centre, which required a $5.1 million allowance for credit losses on non-PCD loans and a $7.7 million reserve related to PCD loans. The ACL – Loans has remained consistent over recent quarters as economic conditions have remained stable and the Company’s overall asset quality remain strong. The Company recorded net charge-offs totaling $0.1 million during the first three months of 2026.
The following table summarizes the changes in our ACL - Loans for the periods indicated:
Three months ended
Year ended
Three months ended
March 31,
December 31,
March 31,
2026
2025
2025
(dollars in thousands)
Balance of ACL - Loans at the beginning of period
$
44,374
$
44,151
$
44,151
ACL - Loans on loans acquired
12,826
—
—
Net loans charged-off (recovered):
Commercial & industrial
(1)
214
—
Commercial real estate - owner occupied
—
771
802
Commercial real estate - non-owner occupied
—
—
—
Commercial real estate - multi-family
—
—
—
Construction & Development
—
—
—
Residential 1-4 family
(2)
(76)
(29)
Consumer
32
24
21
Other Loans
104
44
8
Total net loans charged-off (recovered)
133
977
802
Provision charged to operating expense
—
1,250
400
Transfer from (to) ACL - Unfunded Commitments
—
(50)
—
Balance of ACL - Loans at end of period
$
57,067
$
44,374
$
43,749
Ratio of net charge-offs (recoveries) to average loans by loan composition
Commercial & industrial
(0.00)
%
0.04
%
—
%
Commercial real estate - owner occupied
—
%
0.08
%
0.08
%
Commercial real estate - non-owner occupied
—
%
—
%
—
%
Commercial real estate - multi-family
—
%
—
%
—
%
Construction & Development
—
%
—
%
—
%
Residential 1-4 family
(0.00)
%
(0.01)
%
—
%
Consumer
0.05
%
0.04
%
0.04
%
Other Loans
0.47
%
0.30
%
0.05
%
Total net charge-offs (recoveries) to average loans
0.00
%
0.03
%
0.02
%
43
Table of Contents
The following table summarizes an allocation of the ACL - Loans and the related percentage of loans outstanding in each category for the periods below.
March 31,
December 31,
March 31,
2026
2025
2025
% of
% of
% of
(in thousands, except %)
Amount
Loans
Amount
Loans
Amount
Loans
Loan Type:
Commercial & industrial
$
9,992
18
%
$
7,264
18
%
$
6,282
17
%
Commercial real estate - owner occupied
12,626
25
%
9,691
24
%
8,971
23
%
Commercial real estate - non-owner occupied
7,084
15
%
4,581
14
%
5,255
15
%
Commercial real estate - multi-family
5,222
10
%
4,088
11
%
4,174
10
%
Construction & development
4,378
6
%
3,814
6
%
5,319
8
%
Residential 1-4 family
16,336
24
%
13,644
25
%
12,541
25
%
Consumer
1,144
1
%
1,074
2
%
1,073
2
%
Other loans
285
1
%
218
—
%
134
—
%
Total allowance
$
57,067
100
%
$
44,374
100
%
$
43,749
100
%
SOURCES OF FUNDS
General. Deposits have traditionally been our primary source of funds for our investment and lending activities. We also borrow from the FHLB of Chicago to supplement cash needs, to lengthen the maturities of liabilities for interest rate risk management purposes and to manage our cost of funds. Our additional sources of funds are scheduled payments and prepayments of principal and interest on loans and investment securities and fee income and proceeds from the sales of loans and securities.
Deposits. Our current deposit products include non-interest bearing and interest-bearing checking accounts, savings accounts, money market accounts, and certificate of deposits. As of March 31, 2026, deposit liabilities accounted for approximately 83.8% of our total liabilities and equity. We accept deposits primarily from customers in the communities in which our branches and offices are located, as well as from small businesses and other customers throughout our lending area. We rely on our competitive pricing and products, quality customer service, and convenient locations and hours to attract and retain deposits. Deposit rates and terms are based primarily on current business strategies, market interest rates, liquidity requirements and our deposit growth goals.
Total deposits were $5.09 billion and $3.70 billion as of March 31, 2026 and December 31, 2025, respectively. Noninterest-bearing deposits at March 31, 2026 and December 31, 2025, were $1.50 billion and $1.00 billion, respectively, while interest-bearing deposits were $3.59 billion and $2.69 billion at March 31, 2026 and December 31, 2025, respectively.
At March 31, 2026, we had a total of $822.4 million in certificates of deposit, including $15.1 million of brokered deposits. Based on historical experience and our current pricing strategy, we believe we will retain a majority of these accounts upon maturity, although our long-term strategy is to minimize reliance on certificates of deposits by increasing relationship deposits in lower earning savings and demand deposit accounts.
The following tables set forth the average balances of our deposits for the periods indicated:
Three months ended
Year ended
Three months ended
March 31, 2026
December 31, 2025
March 31, 2025
Amount
Percent
Amount
Percent
Amount
Percent
(dollars in thousands)
Noninterest-bearing demand deposits
$
1,437,637
28.5
%
$
991,160
27.5
%
$
981,823
26.8
%
Interest-bearing checking deposits
724,221
14.4
%
451,898
12.5
%
516,658
14.1
%
Savings deposits
1,114,331
22.1
%
841,486
23.3
%
831,083
22.6
%
Money market accounts
938,689
18.6
%
668,106
18.5
%
683,446
18.6
%
Certificates of deposit
813,281
16.1
%
640,004
17.7
%
638,937
17.4
%
Brokered deposits
15,114
0.3
%
18,292
0.5
%
20,092
0.5
%
Total
$
5,043,273
100
%
$
3,610,946
100
%
$
3,672,039
100
%
44
Table of Contents
The following table provides information on maturities of certificates of deposits which exceed FDIC insurance limits of $250,000 as of March 31, 2026:
Time Deposits over FDIC
Portion of Time Deposits in
Insurance Limits
Excess of FDIC Insurance Limits
(dollars in thousands)
3 months or less remaining
$
103,505
$
61,255
Over 3 to 6 months remaining
50,284
25,034
Over 6 to 12 months remaining
52,291
25,041
Over 12 months or more remaining
15,457
4,707
Total
$
221,537
$
116,037
Borrowings
The Company’s borrowings have historically consisted primarily of FHLB advances collateralized by a blanket pledge agreement on the Company’s FHLB capital stock and retail and commercial loans held in the Company’s portfolio. There were $100.0 million and $110.0 million of advances outstanding from the FHLB at March 31, 2026 and December 31, 2025, respectively.
The total loans pledged as collateral were $839.3 million and $1.10 billion at March 31, 2026 and December 31, 2025. There were $102.8 million letters of credit from the FHLB at March 31, 2026 compared to no letters of credit at December 31, 2025.
The following table summarizes borrowings from the FHLB, and the weighted average interest rates paid:
Three months ended
Year ended
Three months ended
(dollars in thousands)
March 31, 2026
December 31, 2025
March 31, 2025
Average daily amount of borrowings outstanding during the period
$
121,681
$
128,275
$
134,966
Weighted average interest rate on average daily borrowing
(0.11)
%
4.45
%
4.53
%
Maximum outstanding borrowings at any month-end
$
109,983
$
209,941
$
134,890
Borrowing outstanding at period end
$
99,992
$
109,966
$
134,890
Weighted average interest rate on borrowing at period end
4.23
%
4.21
%
4.39
%
Lines of credit and other borrowings.
During July 2020, the Company entered into subordinated note agreements with two separate commercial banks. As of March 31, 2026 and December 31, 2025, outstanding balances under these agreements totaled $6.0 million. These notes were issued with 10-year maturities, carried interest at a fixed rate of 5.0% through June 30, 2025, and carry a variable rate, payable quarterly. These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes.
During August 2022, the Company entered into subordinated note agreements with an individual. As of March 31, 2026 and December 31, 2025, outstanding balances under these agreements totaled $6.0 million. These notes were issued with 10-year maturities, will carry interest at a fixed rate of 5.25% through August 6, 2027, and at a variable rate thereafter, payable quarterly. These notes are callable on or after August 6, 2027 and qualify for Tier 2 capital for regulatory purposes.
The Company assumed $4.5 million in subordinated note agreements with an individual as part of the Centre acquisition January 1, 2026. These notes were entered into by Centre during January 2025. They contain 10-year maturities and carry interest at a fixed rate of 6.75% through January 1, 2030, and at a variable rate thereafter, payable quarterly. These notes are callable on or after January 2030 and qualify for Tier 2 capital for regulatory purposes.
As a result of the acquisition of Centre on January 1, 2026, the Company acquired all of the common securities of Centre’s wholly-owned subsidiary, Centre 1 Capital Trust I (“Trust I”). The Company also assumed an adjustable rate junior subordinated note agreement with this trust. The junior subordinated debenture issued to Trust I totals $8.3 million, carries interest at a floating rate resetting on each quarterly payment date, and is due in January 2039. The junior subordinated debenture is redeemable by the Company, subject to prior approval by the Federal Reserve Bank, on any quarterly payment date. The junior subordinated debenture represents the sole asset of Trust I. The trust is not included in the consolidated financial statements. The net effect of all agreements assumed with respect to Trust I is that the Company, through payments on its debenture, is liable for the distributions and other payments required on the trust’s preferred securities. Trust I also provides the Company with $8.0 million in Tier 1 capital for regulatory capital purposes.
45
Table of Contents
INVESTMENT SECURITIES
Our securities portfolio consists of securities available for sale and securities held to maturity. Securities are classified as held to maturity or available for sale at the time of purchase. Obligations of states and political subdivisions, obligations of U.S. government sponsored agencies, and mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises, along with U.S. Treasuries make up the largest components of the securities portfolio. We manage our investment portfolio to provide an adequate level of liquidity as well as to maintain neutral interest rate-sensitive positions, while earning an adequate level of investment income without taking undue or excessive risk.
Securities available for sale consist of U.S. Treasuries, U.S. government sponsored agencies, obligations of states and political subdivision, mortgage-backed securities, and corporate notes. Securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a separate component of other comprehensive income. The fair value of securities available for sale totaled $483.2 million and included negligible gross unrealized gains and gross unrealized losses of $13.0 million at March 31, 2026. At December 31, 2025, the fair value of securities available for sale totaled $164.4 million and included $0.4 million gross unrealized gains and gross unrealized losses of $7.8 million.
Securities classified as held to maturity consist of U.S. treasury securities and obligations of states and political subdivisions. These securities, which management has the intent and ability to hold to maturity, are reported at amortized cost. Securities held to maturity totaled $117.9 million at March 31, 2026 and $103.7 million at December 31, 2025.
The Company had recognized net losses of $0.03 million on sales of securities during the three months ended March 31, 2026. The Company had recognized net losses on sales of securities of zero during the three months ended March 31, 2025.
The following tables set forth the composition and maturities of investment securities as of March 31, 2026 and December 31, 2025. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
After One, But
After Five, But
Within One Year
Within Five Years
Within Ten Years
After Ten Years
Total
Weighted
Weighted
Weighted
Weighted
Weighted
Amortized
Average
Amortized
Average
Amortized
Average
Amortized
Average
Amortized
Average
At March 31, 2026
Cost
Yield (1)
Cost
Yield (1)
Cost
Yield (1)
Cost
Yield (1)
Cost
Yield (1)
(dollars in thousands)
Available for sale securities
U.S. Treasury securities
$
—
—
%
$
76,522
3.5
%
$
16,035
4.1
%
$
—
—
%
$
92,557
3.6
%
Obligations of U.S. Government sponsored agencies
24,680
3.6
%
91,050
3.6
%
34,270
3.2
%
7,970
2.2
%
157,970
3.5
%
Obligations of states and political subdivisions
5,310
3.9
%
26,342
4.0
%
30,341
3.2
%
23,195
3.2
%
85,188
3.5
%
Mortgage-backed securities
4,455
4.4
%
55,734
4.1
%
5,177
4.1
%
71,510
4.4
%
136,876
4.3
%
Corporate notes
3,029
4.0
%
6,000
7.8
%
8,927
3.6
%
5,658
9.4
%
23,614
6.1
%
Total available for sale securities
$
37,474
3.8
%
$
255,648
3.8
%
$
94,750
3.4
%
$
108,333
4.3
%
$
496,205
3.9
%
Held to maturity securities
U.S. Treasury securities
$
21,723
3.7
%
$
29,455
4.0
%
$
62,451
4.4
%
$
—
—
%
$
113,629
4.2
%
Obligations of states and political subdivisions
1,524
2.6
%
2,776
0.9
%
—
—
%
—
—
%
4,300
1.5
%
Total held to maturity securities
$
23,247
3.7
%
$
32,231
3.7
%
$
62,451
4.4
%
$
—
—
%
$
117,929
4.1
%
Total
$
60,721
3.7
%
$
287,879
3.8
%
$
157,201
3.8
%
$
108,333
4.3
%
$
614,134
3.9
%
46
Table of Contents
After One, But
After Five, But
Within One Year
Within Five Years
Within Ten Years
After Ten Years
Total
Weighted
Weighted
Weighted
Weighted
Weighted
Amortized
Average
Amortized
Average
Amortized
Average
Amortized
Average
Amortized
Average
At December 31, 2025
Cost
Yield (1)
Cost
Yield (1)
Cost
Yield (1)
Cost
Yield (1)
Cost
Yield (1)
(dollars in thousands)
Available for sale securities
Obligations of U.S. Government sponsored agencies
$
—
—
%
$
1,656
3.3
%
$
11,942
1.9
%
$
9,628
2.2
%
$
23,226
2.1
%
Obligations of states and political subdivisions
830
3.8
%
15,507
4.1
%
23,375
3.0
%
21,799
2.9
%
61,511
3.2
%
Mortgage-backed securities
6,200
4.5
%
49,166
4.1
%
6,490
3.9
%
9,528
3.7
%
71,384
4.1
%
Corporate notes
—
—
%
5,000
8.7
%
9,593
3.3
%
1,082
9.7
%
15,675
5.4
%
Total available for sale securities
$
7,030
4.4
%
$
71,329
4.4
%
$
51,400
2.9
%
$
42,037
3.1
%
$
171,796
3.6
%
Held to maturity securities
U.S. Treasury securities
$
21,767
3.3
%
$
32,763
4.1
%
$
46,801
4.4
%
$
—
—
%
$
101,331
4.1
%
Obligations of states and political subdivisions
691
2.6
%
1,704
2.8
%
—
—
%
—
—
%
2,395
2.7
%
Total held to maturity securities
$
22,458
3.3
%
$
34,467
4.0
%
$
46,801
4.4
%
$
—
—
%
$
103,726
4.0
%
Total
$
29,488
3.5
%
$
105,796
4.3
%
$
98,201
3.6
%
$
42,037
3.1
%
$
275,522
3.8
%
(1)
Weighted Average Yield is shown on a fully taxable equivalent basis using a federal tax rate of 21% and includes the amortization of premiums and discounts.
As of March 31, 2026 and December 31, 2025, no allowance for credit losses on securities AFS was recognized. The Company does not consider its securities AFS with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a result of changes in noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. Furthermore, as of March 31, 2026, the Company did not have the intent to sell any of these securities AFS and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost.
The Company does not believe there are any expected credit losses in its HTM securities portfolio at March 31, 2026 or December 31, 2025. All U.S. Treasury securities have the full faith and credit backing of the United States government.
As of March 31, 2026, 278 debt securities had gross unrealized losses, with an aggregate depreciation of 2.2% from our amortized cost basis. The largest unrealized loss percentage of any single security was 21.2% (or $0.4 million) of its amortized cost. The largest unrealized dollar loss of any security was $0.7 million (or 19.1%).
As of December 31, 2025, 180 debt securities had gross unrealized losses, with an aggregate depreciation of 2.2% from our amortized cost basis. The largest unrealized loss percentage of any single security was 19.1% (or $0.4 million) of its amortized cost. The largest unrealized dollar loss of any single security was $0.6 million (or 11.0%).
The unrealized losses on these debt securities arose primarily due to changing interest rates and are considered to be temporary.
47
Table of Contents
LIQUIDITY AND CAPITAL RESOURCES
Impact of Inflation and Changing Prices. Our consolidated financial statements and related notes have been prepared in accordance with GAAP. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on our performance than they would on industrial companies.
Liquidity. Liquidity is defined as the Company’s ability to generate adequate cash to meet its needs for day-to-day operations and material long and short-term commitments. Liquidity is the risk of potential loss if we were unable to meet our funding requirements at a reasonable cost. We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our asset and liability management policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain our operations.
We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity based on demand and specific events and uncertainties to meet current and future financial obligations of a short-term nature. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits. Our objective in managing liquidity is to respond to the needs of depositors and borrowers as well as to increase earnings enhancement opportunities in a changing marketplace.
Our liquidity is maintained through our investment portfolio, deposits, borrowings from the FHLB, and lines available from correspondent banks. Our highest priority is placed on growing noninterest bearing deposits through strong community involvement in the markets that we serve. Borrowings and brokered deposits are considered short-term supplements to our overall liquidity but are not intended to be relied upon for long-term needs. We believe that our present position is adequate to meet our current and future liquidity needs, and management knows of no trend or event that will have a material impact on the Company’s ability to maintain liquidity at satisfactory levels.
Capital Adequacy. Total stockholders’ equity was $819.9 million at March 31, 2026 compared to $643.8 million at December 31, 2025.
Our capital management consists of providing adequate equity to support our current and future operations. The Bank is subject to various regulatory capital requirements administered by state and federal banking agencies, including the Federal Reserve and the OCC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measure of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and the classifications are also subject to qualitative judgment by the regulator in regard to components, risk weighting and other factors.
48
Table of Contents
The Bank is subject to the following risk-based capital ratios: a common equity Tier 1 (“CET1”) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total capital ratio, which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, tier 1 minority interests and grandfathered trust preferred securities. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt, other preferred stock and certain hybrid capital instruments, and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria. The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings.
The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average assets net of goodwill, certain other intangible assets, and certain required deduction items. The required minimum leverage ratio for all banks is 4%.
Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. For example, only a well-capitalized depository institution may accept brokered deposits without prior regulatory approval. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements. FDICIA establishes five regulatory capital tiers: “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, and “critically undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. The FDICIA imposes progressively more restrictive restraints on operations, management and capital distributions, depending on the category in which an institution is classified. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC, are subject to growth limitations and are required to submit capital restoration plans for regulatory approval. A depository institution’s holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. All of the federal bank regulatory agencies have adopted regulations establishing relevant capital measures and relevant capital levels for federally insured depository institutions. The Bank was well capitalized at March 31, 2026, and brokered deposits are not restricted.
49
Table of Contents
To be well-capitalized, the Bank must maintain at least a 6.5% CET1 to risk-weighted assets ratio, an 8.0% Tier 1 capital to risk-weighted assets ratio, a 10.0% Total capital to risk-weighted assets ratio, and a 5.0% leverage ratio.
The Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the then-applicable capital conservation buffer. Based on current estimates, we believe that the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2026.
As a result of the Economic Growth Act, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under prompt corrective action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluation whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies set the minimum capital for the new Community Bank Leverage Ratio at 9%. The Bank does not intend to opt into the Community Bank Leverage Ratio Framework.
On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of CECL accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations. For more information regarding Accounting Standards Update No. 2016-13, which introduced CECL as the methodology to replace the current “incurred loss” methodology for financial assets measured at amortized cost, and changed the approaches for recognizing and recording credit losses on available-for-sale debt securities and purchased credit impaired financial assets, including the required implementation date for the Company, see the Company’s Annual Report.
Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. The following table reflects capital ratios computed utilizing the implemented Basel III regulatory capital framework discussed above:
Minimum Capital Required
Minimum To Be Well-
Minimum Capital
for Capital Adequacy Plus
Capitalized Under prompt
Required for Capital
Capital Conservation Buffer
corrective Action
Actual
Adequacy
Basel III Phase-In Schedule
Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
At March 31, 2026
Bank First Corporation:
Total capital (to risk-weighted assets)
$
609,288
12.9
%
$
377,788
8.0
%
$
495,847
10.5
%
N/A
N/A
Tier I capital (to risk-weighted assets)
544,890
11.5
%
283,341
6.0
%
401,400
8.5
%
N/A
N/A
Common equity tier I capital (to risk-weighted assets)
537,390
11.4
%
212,506
4.5
%
330,565
7.0
%
N/A
N/A
Tier I capital (to average assets)
544,890
9.5
%
230,351
4.0
%
230,351
4.0
%
N/A
N/A
Bank First, N.A:
Total capital (to risk-weighted assets)
$
564,303
12.0
%
$
377,439
8.0
%
$
495,388
10.5
%
$
471,798
10.0
%
Tier I capital (to risk-weighted assets)
516,508
11.0
%
283,079
6.0
%
401,029
8.5
%
377,439
8.0
%
Common equity tier I capital (to risk-weighted assets)
516,508
11.0
%
212,309
4.5
%
330,259
7.0
%
306,669
6.5
%
Tier I capital (to average assets)
516,508
9.0
%
229,450
4.0
%
229,450
4.0
%
286,812
5.0
%
At December 31, 2025
Bank First Corporation:
Total capital (to risk-weighted assets)
$
515,461
13.8
%
$
298,764
8.0
%
$
392,128
10.5
%
N/A
N/A
Tier I capital (to risk-weighted assets)
460,067
12.3
%
224,073
6.0
%
317,437
8.5
%
N/A
N/A
Common equity tier I capital (to risk-weighted assets)
460,067
12.3
%
168,055
4.5
%
261,419
7.0
%
N/A
N/A
Tier I capital (to average assets)
460,067
10.9
%
169,339
4.0
%
169,339
4.0
%
N/A
N/A
Bank First, N.A:
Total capital (to risk-weighted assets)
$
460,199
12.3
%
$
298,541
8.0
%
$
391,835
10.5
%
$
373,177
10.0
%
Tier I capital (to risk-weighted assets)
416,805
11.2
%
223,906
6.0
%
317,200
8.5
%
298,541
8.0
%
Common equity tier I capital (to risk-weighted assets)
416,805
11.2
%
167,929
4.5
%
261,224
7.0
%
242,565
6.5
%
Tier I capital (to average assets)
416,805
9.9
%
169,277
4.0
%
169,277
4.0
%
211,597
5.0
%
As previously mentioned, the Company carried $16.6 million of subordinated debt as of March 31, 2026 and December 31, 2025, which qualifies as Tier II capital. These amounts are included in total capital for the Company in the tables above.
50
Table of Contents
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
We are party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments primarily include commitments to originate and sell loans, standby and direct pay letters of credit, unused lines of credit and unadvanced portions of construction and development loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments.
Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby and direct pay letters of credit and unadvanced portions of construction and development loans 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.
Off-Balance Sheet Arrangements. Our significant off-balance-sheet arrangements consist of the following:
● Unused lines of credit
● Standby and direct pay letters of credit
● Credit card arrangements
Off-balance sheet arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the registrant is a party, under which the registrant has (1) any obligation under a guarantee contract, (2) retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement, (3) any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or (4) any obligation, including a contingent obligation, arising out of a variable interest.
Loan commitments are made to accommodate the financial needs of our customers. Standby and direct pay letters of credit commit us to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to clients and are subject to our normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.
Loan commitments and standby and direct pay letters of credit do not necessarily represent our future cash requirements because while the borrower has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon. Our off-balance sheet arrangements as of March 31, 2026, were as follows:
Amounts of Commitments Expiring - By Period as of March 31, 2026
Less Than One
One to Three
Three to Five
Other Commitments
Total
Year
Years
Years
After Five Years
(dollars in thousands)
Unused lines of credit
$
974,287
$
518,165
$
131,557
$
67,439
$
257,126
Standby and direct pay letters of credit
15,142
12,583
385
2,174
—
Credit card arrangements
31,532
—
—
—
31,532
Total commitments
$
1,020,961
$
530,748
$
131,942
$
69,613
$
288,658
51
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.