What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-11 · 79 added, 62 removed, 510 unchanged (22% of the section changed)

3 unchanged sentences

(In thousands) (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from financing activities, net of effects of business combination:

Net increase in deposits

Net decrease in deposits

Repayment of notes payable

2 unchanged sentences

Repurchase of common stock

Net cash (used in) provided by financing activities

Net increase in cash and cash equivalents

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

18 unchanged sentences

The Bank operates as a full-service financial institution with a primary market area including, but not limited to, the counties in which the Bank’s branches are located.

The Bank has thirty-eight locations located 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 has thirty-eight 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 Company and Bank are subject to the regulations of certain federal agencies and undergo periodic examinations by those regulatory authorities.

15 unchanged sentences

Updates to Significant Accounting Policies

Effective January 1, 2026, the Company adopted Accounting Standards Update (“ASU”) 2025-08, Financial Instruments—Credit Losses (Topic 326):

Effective January 1, 2026, the Company early adopted Accounting Standards Update (“ASU”) 2025-08, Financial Instruments—Credit Losses (Topic 326):

Purchased Financial Assets .

5 unchanged sentences

The amendments in this ASU are expected to clarify or improve disclosure and presentation requirements for certain codification topics.

The effective date for each amendment will be the date on which the Security and Exchange Commission’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The effective date for each amendment will be the date on which the Securities and Exchange Commission’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

If, by June 30, 2027, the Securities and Exchange Commission has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

11 unchanged sentences

The Company anticipates that this standard may impact the specific disclosures it utilizes in interim reports but will not cause any change in the accounting for operational results.

NOTE 2 – ACQUISITION

NOTE 2 – ACQUISITIONS

On January 1, 2026, the Company completed a merger with Centre, a bank holding company headquartered in Beloit, Wisconsin, pursuant to the merger agreement, dated as of July 17, 2025, by and between the Company and Centre, whereby Centre merged with and into the Company, and First National Bank and Trust, Centre’s wholly-owned banking subsidiary, merged with and into the Bank.

Centre’s principal activity was the ownership and operation of First National Bank and Trust, a federal-chartered banking institution that operated seventeen ( 17 ) branches in Wisconsin and Illinois at the time of closing.

Centre’s principal activity was the ownership and operation of First National Bank and Trust, a federally-chartered banking institution that operated seventeen ( 17 ) branches in Wisconsin and Illinois at the time of closing.

The merger consideration totaled approximately $ 168.8 million.

17 unchanged sentences

purchase price

Refinement to fair value estimates (1)

Goodwill (after refinement)

(1) Refinements consist of adjustments to the initial fair value estimates of other liabilities.

The Company purchased loans through the acquisition of Centre for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination (PCD Loans).

18 unchanged sentences

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 listed above becomes available.

On May 19, 2026, the Company entered into an Agreement and Plan of Merger with PSB Holdings, Inc.

(“Peoples”), the parent company of Peoples State Bank, a community bank headquartered in Wausau, Wisconsin.

Under the terms of the agreement, Peoples will merge with and into the Company, and Peoples State Bank will merge with and into the Bank.

The transaction is expected to close on December 4, 2026, subject to customary closing conditions including approval by the shareholders of Peoples.

Merger consideration will consist of common stock of the Company, with final terms based on the fair market value of the Company’s common stock at closing.

Based on combined results as of June 30, 2026, the merged entity would have total assets of approximately $ 7.5 billion, loans of approximately $ 5.6 billion, and deposits of approximately $ 6.2 billion.

NOTE 3 – EARNINGS PER SHARE

1 unchanged sentence

Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.

There were no anti-dilutive stock options for the three months ended March 31, 2026 or 2025.

There were no anti-dilutive stock options for the three or six months ended June 30, 2026 and 2025.

The following table presents the factors used in the earnings per share computations for the period indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net income available to common shareholders

13 unchanged sentences

The following is a summary of available for sale securities:

March 31, 2026

June 30, 2026

Treasury securities

13 unchanged sentences

The following is a summary of held to maturity securities:

March 31, 2026

June 30, 2026

Treasury securities

8 unchanged sentences

Greater Than 12 Months

March 31, 2026 - Available for Sale

June 30, 2026 - Available for Sale

Treasury securities

4 unchanged sentences

Corporate notes

March 31, 2026 - Held to Maturity

June 30, 2026 - Held to Maturity

Treasury securities

7 unchanged sentences

Treasury securities

As of March 31, 2026, and December 31, 2025, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired.

As of June 30, 2026, and December 31, 2025, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired.

This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to these securities.

The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities.

As of March 31, 2026, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity.

As of June 30, 2026, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity.

The unrealized losses have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration.

1 unchanged sentence

Treasury securities have the full faith and credit backing of the United States Government.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of March 31, 2026.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of June 30, 2026.

Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties.

6 unchanged sentences

Mortgage-backed securities

As of March 31, 2026 and December 31, 2025, the carrying values of securities pledged to secure public deposits and for other purposes required or permitted by law were approximately $ 268.1 million and $ 249.7 million, respectively.

Sales of securities available for sale produced $ 8.9 million in proceeds with immaterial gross gains and losses for the three months ended March 31, 2026.

There were no sales of securities available for sale during the three months ended March 31, 2025.

As of June 30, 2026 and December 31, 2025, the carrying values of securities pledged to secure public deposits and for other purposes required or permitted by law were approximately $ 226.3 million and $ 249.7 million, respectively.

Sales of securities available for sale produced $ 8.9 million in proceeds with immaterial gross gains and losses for the six months ended June 30, 2026.

There were no sales of securities available for sale during the three months ended June 30, 2026 or the three and six months ended June 30, 2025.

Proceeds from sales of securities

2 unchanged sentences

NOTE 5 – LOANS, ALLOWANCE FOR CREDIT LOSSES, AND CREDIT QUALITY

The following table presents total loans by portfolio segment and class of loan as of March 31, 2026 and December 31, 2025:

The following table presents total loans by portfolio segment and class of loan as of June 30, 2026 and December 31, 2025:

Commercial/industrial

7 unchanged sentences

More information regarding the Company’s methodology related to the ACL-Loans can be found in the Company’s Annual Report.

The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at March 31, 2026 and December 31, 2025.

As of March 31, 2026, the Company anticipates the national unemployment rate to rise during the forecast period and the national GDP growth rate to rise nominally.

The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at June 30, 2026 and December 31, 2025.

As of June 30, 2026, the Company anticipates the national unemployment rate to rise nominally during the forecast period and the national GDP growth rate to decrease.

The Company utilized long-term averages for the remaining loss drivers.

Due to increased geopolitical and economic uncertainty, the qualitative adjustment to individual loan pools related to risk from changes in economic conditions was increased during the first quarter of 2026.

There were no changes made to the qualitative factors applied to individual loan pools during the second quarter of 2026.

A roll forward of the ACL-Loans is summarized as follows:

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

December 31, 2025

4 unchanged sentences

Ending Balance

A summary of the activity in the ACL - Loans by loan type for the three months ended March 31, 2026 is summarized as follows:

A summary of the activity in the ACL - Loans by loan type for the six months ended June 30, 2026 is summarized as follows:

Real Estate -

2 unchanged sentences

ACL - Loans on loans acquired

ACL - Loans - March 31, 2026

A summary of the activity in the ACL – Loans by loan type for the three months ended March 31, 2025 is summarized as follows:

ACL - Loans - June 30, 2026

A summary of the activity in the ACL – Loans by loan type for the six months ended June 30, 2025 is summarized as follows:

Real Estate -

1 unchanged sentence

ACL - Loans - January 1, 2025

ACL - Loans - March 31, 2025

ACL - Loans - June 30, 2025

In addition to the ACL-Loans, the Company has established an allowance for credit losses on unfunded commitments (“ACL-Unfunded Commitments”), classified in other liabilities on the consolidated balance sheets.

This allowance is maintained to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans.

The ACL - Unfunded Commitments was $ 4.0 million and $ 3.0 million at March 31, 2026 and December 31, 2025, respectively.

The ACL-Unfunded Commitments was $ 4.0 million and $ 3.0 million at June 30, 2026 and December 31, 2025, respectively.

See Note 11 for further information on commitments.

2 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

December 31, 2025

2 unchanged sentences

Total provision for credit losses

The Company’s past due and non-accrual loans as of March 31, 2026 is summarized as follows:

The Company’s past due and non-accrual loans as of June 30, 2026 is summarized as follows:

Commercial/industrial

9 unchanged sentences

Residential 1‑4 family

Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the three months ended March 31, 2026 and 2025.

Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the six months ended June 30, 2026 and 2025.

A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial

5 unchanged sentences

Collateral Type

As of March 31, 2026

As of June 30, 2026

Business Assets

31 unchanged sentences

Amortized Cost Basis by Origination Year

As of March 31, 2026

As of June 30, 2026

Commercial/industrial

29 unchanged sentences

Total current-period gross charge-offs

Loans that were both experiencing financial difficulty and were modified during the three months ended March 31, 2026 and 2025, were insignificant to these consolidated financial statements.

Loans that were both experiencing financial difficulty and were modified during the six months ended June 30, 2026 and 2025, were insignificant to these consolidated financial statements.

NOTE 6 – MORTGAGE SERVICING RIGHTS

9 unchanged sentences

Following is an analysis of activity in the MSR asset:

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

December 31, 2025

8 unchanged sentences

Mortgage servicing rights as a percent of loans serviced for others

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 9.0 % and 8.5 % and discount rates of 10.14 % and 10.17 % as of March 31, 2026 and December 31, 2025, respectively.

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 8.0 % and 8.5 % and discount rates of 10.14 % and 10.17 % as of June 30, 2026 and December 31, 2025, respectively.

The constant prepayment speeds are obtained from publicly available sources for each of the loan programs the Company originates under.

1 unchanged sentence

The Company utilizes FHLB advances to fund liquidity.

The Company had outstanding balances borrowed from the FHLB of $ 100.0 million and $ 110.0 million at March 31, 2026 and December 31, 2025, respectively.

The Company had outstanding balances borrowed from the FHLB of $ 80.0 million and $ 110.0 million at June 30, 2026 and December 31, 2025, respectively.

The advances, rate, and maturities of FHLB advances were as follows:

10 unchanged sentences

1 year or less

As of March 31, 2026, the Company had borrowing availability at the FHLB totaling $ 226.4 million in addition to the existing borrowings noted in the tables above.

As of June 30, 2026, the Company had borrowing availability at the FHLB totaling $ 579.4 million in addition to the existing borrowings noted in the tables above.

The Company has also issued $ 35.8 million in letters of credit through the FHLB with expiration dates through November 2026.

7 unchanged sentences

These notes became callable by the Company on January 1, 2026 and qualify for Tier 2 capital for regulatory purposes.

The Company had outstanding balances of $ 6.0 million under these agreements at March 31, 2026 and December 31, 2025.

The Company had outstanding balances of $ 6.0 million under these agreements at June 30, 2026 and December 31, 2025.

During August 2022, the Company entered into subordinated note agreements with an individual.

The Company had outstanding balances of $ 6.0 million under these agreements as of March 31, 2026 and December 31, 2025.

The Company had outstanding balances of $ 6.0 million under these agreements as of June 30, 2026 and December 31, 2025.

These notes were issued with 10 -year maturities, carry interest at a fixed rate of 5.25 % through August 6, 2027, and at a variable rate thereafter, payable quarterly.

18 unchanged sentences

Under regulatory guidance for non-advanced approaches institutions, the Bank and Company are required to maintain minimum amounts and ratios of common equity Tier I capital to risk-weighted assets, including an additional conservation buffer determined by banking regulators.

As of March 31, 2026 and December 31, 2025, this buffer was 2.5 %.

The Bank met all capital adequacy requirements to which they are subject as of March 31, 2026 and December 31, 2025.

As of June 30, 2026 and December 31, 2025, this buffer was 2.5 %.

The Bank met all capital adequacy requirements to which they are subject as of June 30, 2026 and December 31, 2025.

Actual and required capital amounts and ratios are presented below at period-end:

6 unchanged sentences

Action Provisions

March 31, 2026

June 30, 2026

Total capital (to risk-weighted assets):

23 unchanged sentences

Fair value is based on fees currently charged to enter into similar agreements and for fixed rate commitments also considers the difference between current levels of interest rates and committed rates.

The notional amount of rate-lock commitments at March 31, 2026 and December 31, 2025 was approximately $ 24.8 million and $ 16.9 million, respectively.

The notional amount of rate-lock commitments at June 30, 2026 and December 31, 2025 was approximately $ 19.8 million and $ 16.9 million, respectively.

The fair value of these rate-lock commitments are not material to these financial statements.

6 unchanged sentences

Notional Amount

March 31, 2026

June 30, 2026

December 31, 2025

12 unchanged sentences

for Identical

March 31, 2026

June 30, 2026

Securities available for sale

19 unchanged sentences

for Identical

March 31, 2026

June 30, 2026

Loans individually evaluated, net of reserve

6 unchanged sentences

Valuation Technique

As of March 31, 2026

As of June 30, 2026

Third party appraisals, sales contracts or brokered price options

7 unchanged sentences

Collateral discounts and discount rates

The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at March 31, 2026 and December 31, 2025 are as follows:

March 31, 2026

The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at June 30, 2026 and December 31, 2025 are as follows:

June 30, 2026

Financial assets:

37 unchanged sentences

The number of shares of Company stock that may be issued pursuant to awards under the 2020 Plan shall not exceed, in the aggregate, 700,000 .

As of March 31, 2026, 150,499 shares of Company stock have been awarded under the 2020 Plan.

As of June 30, 2026, 150,837 shares of Company stock have been awarded under the 2020 Plan.

Compensation expense for restricted stock is based on the fair value of the awards of Bank First Corporation common stock at the time of grant.

The value of restricted stock grants that are expected to vest is amortized into expense over the vesting periods.

For the three months ended March 31, 2026 and 2025, compensation expense of $ 0.6 million and $ 0.6 million, respectively, was recognized related to restricted stock awards.

As of March 31, 2026, there was $ 5.1 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan.

For the three months ended June 30, 2026 and 2025, compensation expense of $ 0.6 million and $ 0.5 million, respectively, was recognized related to restricted stock awards.

For the six months ended June 30, 2026 and 2025, compensation expense of $ 1.2 million and $ 1.0 million, respectively, was recognized related to restricted stock awards.

As of June 30, 2026, there was $ 4.4 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan.

That cost is expected to be recognized over a weighted average period of 2.3 years.

The aggregate grant date fair value of restricted stock awards that vested during the three months ended March 31, 2026, was approximately $ 2.2 million.

The aggregate grant date fair value of restricted stock awards that vested during the six months ended June 30, 2026, was approximately $ 2.2 million.

For the period ended

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Average Grant-

7 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