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 June 30, 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 Annual Report on Form 10-K for the year ended December 31, 2025 and 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.
A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors discussed elsewhere in this Quarterly Report on Form 10-Q and the following:
● the risks related to the proposed merger of PSB Holdings, Inc. (“ Peoples ”) with the Company (the “Proposed Merger”) and expectations with regard to the benefits of the Proposed Merger , without limitation: (a) the risk that the cost savings and any revenue synergies from the Proposed Merger is less than or different from expectations, (b) disruption from the Proposed Merger with customer, supplier, or employee relationships, (c) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement and Plan of Merger by and between the Company and Peoples , (d) the failure to obtain necessary regulatory approvals for the Proposed Merger, (e) the failure to obtain the approval of the Peoples’ shareholders in connection with the Proposed Merger, (f) the possibility that the costs, fees, expenses and charges related to the Proposed Merger may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities, (g) the failure of the conditions to the Proposed Merger to be satisfied, (h) the risks related to the integration of the combined businesses, including the risk that the integration will be materially delayed or will be more costly or difficult than expected, (i) the diversion of management time on merger-related issues, (j) the ability of the Company to effectively manage the larger and more complex operations of the combined company following the Proposed Merger, (k) the risks associated with the Company's pursuit of future acquisitions, (l) the risk of expansion into new geographic or product markets, (m) reputational risk and the reaction of the parties ’ customers to the Proposed Merger, (n) the Company's ability to successfully execute its various business strategies, including its ability to execute on potential acquisition opportunities, (o) the risk of potential litigation or regulatory action related to the Proposed Merger, and (p) general competitive, economic, political, and market conditions; and
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● risks relating to bank acquisitions, including the recent acquisition of Centre 1 Bancorp , including, without limitation; the diversion of management’s time on issues related to the integration; unexpected transaction costs, including the costs of integrating operations; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following acquisitions being lower than expected; the risk of deposit and customer attrition; regulatory enforcement and litigation risk; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations; the risks of customer and employee loss and business disruptions, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers by competitors; as well as the difficulties and risks inherent with entering new markets .
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.
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 were rebranded under the Bank First name when the core systems were 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.
On May 19, 2026, the Company entered into an Agreement and Plan of Merger with Peoples, pursuant to which Peoples will merge with and into the Company and Peoples banking subsidiary, Peoples State Bank, will merge with and into the Bank. The transaction is expected to close during the fourth quarter of 2026 and is subject to, among other items, approval by the shareholders of Peoples and regulatory agencies. Merger consideration will consist of 100% common stock of the Company, and will total approximately $202.9 million, subject to the fair market value of the Company's common stock on the date of 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.
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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
At or for the Six Months Ended
(In thousands, except per share data)
6/30/2026
3/31/2026
12/31/2025
9/30/2025
6/30/2025
6/30/2026
6/30/2025
Results of Operations:
Interest income
$
75,719
$
73,605
$
56,636
$
55,456
$
54,575
$
149,324
$
109,623
Interest expense
20,686
20,389
16,470
17,203
17,873
41,075
36,384
Net interest income
55,033
53,216
40,166
38,253
36,702
108,249
73,239
Provision for credit losses
—
—
—
650
200
—
600
Net interest income after provision for credit losses
55,033
53,216
40,166
37,603
36,502
108,249
72,639
Noninterest income
10,002
10,532
4,758
5,953
4,921
20,534
11,509
Noninterest expense
34,400
39,056
22,012
21,086
20,756
73,456
41,360
Income before income tax expense
30,635
24,692
22,912
22,470
20,667
55,327
42,788
Income tax expense
5,944
4,704
4,522
4,480
3,792
10,648
7,672
Net income
$
24,691
$
19,988
$
18,390
$
17,990
$
16,875
$
44,679
$
35,116
Earnings per common share - basic
$
2.21
$
1.78
$
1.87
$
1.83
$
1.71
$
3.99
$
3.53
Earnings per common share - diluted
2.21
1.78
1.87
1.83
1.71
3.99
3.53
Common Shares:
Basic weighted average
11,101,854
11,168,335
9,787,840
9,787,275
9,854,306
11,136,068
9,901,990
Diluted weighted average
11,116,399
11,187,262
9,814,225
9,808,694
9,868,739
11,154,822
9,922,369
Outstanding
11,079,310
11,222,442
9,834,623
9,834,083
9,833,476
11,079,310
9,833,476
Noninterest income / noninterest expense:
Service charges
$
4,102
$
4,690
$
2,255
$
2,106
$
2,053
$
8,792
$
4,064
Income from Ansay
866
975
267
1,314
1,153
1,841
2,334
Loan servicing income
954
955
747
736
733
1,909
1,465
Valuation adjustment on mortgage servicing rights
534
82
(45)
250
(99)
616
76
Net gain on sales of mortgage loans
661
1,076
649
482
338
1,737
672
Trust and wealth management
1,620
1,575
26
14
16
3,195
33
Other noninterest income
1,265
1,179
859
1,051
727
2,444
2,865
Total noninterest income
$
10,002
$
10,532
$
4,758
$
5,953
$
4,921
$
20,534
$
11,509
Personnel expense
$
16,822
$
21,789
$
10,565
$
10,498
$
10,427
$
38,611
$
21,412
Occupancy, equipment and office
2,639
2,556
2,769
1,567
1,922
5,195
3,513
Data processing
4,045
3,410
2,685
2,506
2,620
7,455
5,064
Postage, stationery and supplies
843
439
309
165
270
1,282
510
Net gain on sales and valuations of other real estate owned
(28)
(191)
—
—
(159)
(219)
(159)
Net loss on sales of securities
—
31
—
—
—
31
—
Advertising
147
83
(28)
78
61
230
126
Charitable contributions
317
240
79
143
274
557
750
Federal deposit insurance
849
716
510
540
630
1,565
1,260
Outside service fees
1,990
2,400
1,490
1,818
1,135
4,390
1,923
Amortization of intangibles
2,547
2,572
1,204
1,228
1,273
5,119
2,571
Other noninterest expense
4,229
5,011
2,429
2,543
2,303
9,240
4,390
Total noninterest expense
$
34,400
$
39,056
$
22,012
$
21,086
$
20,756
$
73,456
$
41,360
Period-end balances:
Cash and cash equivalents
$
266,523
$
398,638
$
243,207
$
126,184
$
120,328
$
266,523
$
120,328
Investment securities available-for-sale, at fair value
494,571
483,235
164,422
167,125
167,209
494,571
167,209
Investment securities held-to-maturity, at cost
114,061
117,929
103,726
106,823
109,854
114,061
109,854
Loans
4,521,687
4,515,626
3,604,651
3,629,663
3,580,357
4,521,687
3,580,357
Allowance for credit losses - loans
(56,029)
(57,067)
(44,374)
(44,501)
(44,292)
(56,029)
(44,292)
Premises and equipment
96,066
93,140
79,217
78,027
75,667
96,066
75,667
Goodwill and other intangibles, net
288,342
291,908
191,306
192,510
193,738
288,342
193,738
Mortgage Servicing Rights
18,019
17,484
13,650
13,696
13,445
18,019
13,445
Other Assets
204,272
208,120
150,290
150,884
148,776
204,272
148,776
Total assets
5,947,512
6,069,013
4,506,095
4,420,411
4,365,082
5,947,512
4,365,082
Deposits
4,987,582
5,086,816
3,695,787
3,538,761
3,595,424
4,987,582
3,595,424
Borrowings
104,846
124,845
121,966
221,941
121,915
104,846
121,915
Other liabilities
35,774
37,499
44,506
31,584
35,410
35,774
35,410
Total liabilities
5,128,202
5,249,160
3,862,259
3,792,286
3,752,749
5,128,202
3,752,749
Stockholders’ equity
819,310
819,853
643,836
628,125
612,333
819,310
612,333
Book value per common share
73.95
73.05
65.47
63.87
62.27
73.95
62.27
Tangible book value per common share (1)
47.92
47.04
46.01
44.30
42.57
47.92
42.57
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At or for the Three Months Ended
At or for the Six Months Ended
(In thousands, except per share data)
6/30/2026
3/31/2026
12/31/2025
9/30/2025
6/30/2025
6/30/2026
6/30/2025
Average balances:
Loans
$
4,514,298
$
4,560,355
$
3,615,930
$
3,600,259
$
3,560,945
$
4,537,199
$
3,551,522
Interest-earning assets
5,388,799
5,489,866
4,019,999
3,948,304
4,006,981
5,439,052
4,053,653
Total assets
5,966,393
6,052,695
4,421,837
4,350,555
4,407,112
6,010,116
4,452,748
Deposits
4,983,283
5,043,273
3,602,826
3,573,341
3,596,755
5,013,111
3,634,190
Interest-bearing liabilities
3,608,897
3,750,264
2,732,417
2,709,808
2,762,544
3,637,987
2,799,658
Goodwill and other intangibles, net
290,473
292,757
192,061
193,250
194,503
291,609
195,124
Stockholders’ equity
819,933
801,987
636,418
620,153
623,861
811,009
634,724
Financial ratios (2):
Return on average assets
1.66
%
1.34
%
1.65
%
1.64
%
1.54
%
1.50
%
1.59
%
Return on average common equity
12.08
%
10.11
%
11.46
%
11.51
%
10.85
%
11.11
%
11.16
%
Average equity to average assets
13.74
%
13.25
%
14.39
%
14.25
%
14.16
%
13.49
%
14.25
%
Stockholders’ equity to assets
13.78
%
13.51
%
14.29
%
14.21
%
14.03
%
13.78
%
14.03
%
Tangible equity to tangible assets (1)
9.38
%
9.14
%
10.49
%
10.30
%
10.04
%
9.38
%
10.04
%
Loan yield
5.98
%
5.77
%
5.81
%
5.76
%
5.66
%
5.88
%
5.67
%
Earning asset yield
5.67
%
5.47
%
5.63
%
5.61
%
5.50
%
5.57
%
5.50
%
Cost of funds
2.30
%
2.20
%
2.39
%
2.52
%
2.59
%
2.28
%
2.62
%
Net interest margin, taxable equivalent
4.13
%
3.96
%
4.01
%
3.88
%
3.72
%
4.04
%
3.69
%
Net loan charge-offs to average loans
0.09
%
0.01
%
0.01
%
—
%
—
%
0.05
%
0.05
%
Nonperforming loans to total loans
0.56
%
0.60
%
0.25
%
0.38
%
0.38
%
0.56
%
0.38
%
Nonperforming assets to total assets
0.47
%
0.50
%
0.20
%
0.31
%
0.31
%
0.47
%
0.31
%
Allowance for credit losses - loans to total loans
1.24
%
1.26
%
1.23
%
1.23
%
1.24
%
1.24
%
1.24
%
(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.
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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
At or for the Six Months Ended
(In thousands, except per share data)
6/30/2026
3/31/2026
12/31/2025
9/30/2025
6/30/2025
6/30/2026
6/30/2025
Tangible Assets
Total assets
$
5,947,512
$
6,069,013
$
4,506,095
$
4,420,411
$
4,365,082
$
5,947,512
$
4,365,082
Adjustments:
Goodwill
(245,351)
(246,370)
(175,106)
(175,106)
(175,106)
(245,351)
(175,106)
Core deposit intangible, net of amortization
(42,991)
(45,538)
(16,200)
(17,404)
(18,632)
(42,991)
(18,632)
Tangible assets
$
5,659,170
$
5,777,105
$
4,314,789
$
4,227,901
$
4,171,344
$
5,659,170
$
4,171,344
Tangible Common Equity
Total stockholders’ equity
$
819,310
$
819,853
$
643,836
$
628,125
$
612,333
$
819,310
$
612,333
Adjustments:
Goodwill
(245,351)
(246,370)
(175,106)
(175,106)
(175,106)
(245,351)
(175,106)
Core deposit intangible, net of amortization
(42,991)
(45,538)
(16,200)
(17,404)
(18,632)
(42,991)
(18,632)
Tangible common equity
$
530,968
$
527,945
$
452,530
$
435,615
$
418,595
$
530,968
$
418,595
Book value per common share
$
73.95
$
73.05
$
65.47
$
63.87
$
62.27
$
73.95
$
62.27
Tangible book value per common share
47.92
47.04
46.01
44.30
42.57
47.92
42.57
Total stockholders’ equity to total assets
13.78
%
13.51
%
14.29
%
14.21
%
14.03
%
13.78
%
14.03
%
Tangible common equity to tangible assets
9.38
%
9.14
%
10.49
%
10.30
%
10.04
%
9.38
%
10.04
%
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended June 30, 2026 and June 30, 2025
General . Net income increased $7.8 million to $24.7 million for three months ended June 30, 2026, compared to $16.9 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 $18.3 million to $55.0 million for the three months ended June 30, 2026 compared to $36.7 million for three months ended June 30, 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, as well as increasing net interest margin in the year-over-year second quarter. Total average interest-earning assets were $5.39 billion for the three months ended June 30, 2026, up from $4.01 billion for the same period in 2025. In addition, growth of $846.4 million in interest-bearing liabilities, from $2.76 billion for the three months ended June 30, 2025 to $3.61 billion for the three months ended June 30, 2026, was partially offset by average rates paid on these liabilities declining from 2.59% for the three months ended June 30, 2025, to 2.30% for the three months ended June 30, 2026.
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Interest Income. Total interest income increased $21.1 million, or 38.7%, to $75.7 million for the three months ended June 30, 2026 compared to $54.6 million for the same period in 2025. The increase in total interest income was primarily due to the aforementioned growth in interest earning assets resulting from the acquisition of Centre as well as increasing rates earned on these balances. The average balance of interest-earning assets increased by $1.38 billion during the three months ended June 30, 2026 compared to the same period in 2025 and the average rate earned on these balances increased from 5.50% for the quarter ended June 30 2025 to 5.67% for the quarter ended June 30, 2026 . Interest income from the accretion of purchase accounting fair value marks increased by $3.0 million in the second quarter of 2026 compared to the prior-year second quarter.
Interest Expense. Interest expense increased $2.8 million, or 15.7%, to $20.7 million for the three months ended June 30, 2026 compared to $17.9 million for the same period in 2025.
Interest expense on interest-bearing deposits increased by $3.0 million to $19.2 million for the three months ended June 30, 2026 compared to $16.2 million for the same period in 2025. The increase in interest expense was primarily due to elevated interest-bearing liabilities from the Centre acquisition, offset partially by lower crediting rates on these balances. The average balance and rate of interest-bearing deposits was $3.49 billion and 2.21% for the three months ended June 30, 2026, compared to $2.62 billion and 2.48% for the same period in 2025.
Other borrowed funds, the Company’s highest-cost source of funding, saw average balances decline by $24.5 million to $122.1 million during the second quarter of 2026 compared to $146.6 million during the same period in the prior year.
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 June 30, 2026 compared to recording a $0.2 million provision for credit loss during the same period in 2025. Economic forecasts, primarily US gross domestic product projections, decreased during the second quarter of 2026 while projections for unemployment remained consistent. We incurred $1.0 million net charge-offs during the three months ended June 30, 2026 compared to minimal net charge-offs during the three months ended June 30, 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 $56.0 million, or 1.24% of total loans, at June 30, 2026 compared to $44.3 million, or 1.24% of total loans at June 30, 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 $5.1 million to $10.0 million for the three months ended June 30, 2026 compared to $4.9 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 $0.9 million during the second quarter of 2026, down $0.3 million from the prior-year second quarter. Income provided by Trust and Wealth Management was $1.6 million during the second quarter of 2026. Assets under management of this department totaled $873.9 million as of June 30, 2026. The rising interest rate environment during the first half of 2026 resulted in a $0.5 million positive valuation adjustment to the Bank’s mortgage servicing rights during the second quarter of 2026, compared to a $0.1 million negative valuation adjustment in the prior-year second quarter. Higher mortgage rates generally reduce expected mortgage prepayment speeds, which increases the value of mortgage servicing rights. Finally, gains on sales of mortgage loans totaled $0.7 million during the second quarter of 2026, up from $0.3 million in the prior-year second quarter.
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Table of Contents
The major components of our noninterest income are listed below:
Three Months Ended June 30,
2026
2025
$ Change
% Change
(in thousands)
(In thousands)
Noninterest Income
Service charges
$
4,102
$
2,053
$
2,049
100
%
Income from Ansay
866
1,153
(287)
(25)
%
Loan servicing income
954
733
221
30
%
Valuation adjustment on MSR
534
(99)
633
NM
Net gain on sales of mortgage loans
661
338
323
96
%
Trust and wealth management
1,620
16
1,604
NM
Other
1,265
727
538
74
%
Total noninterest income
$
10,002
$
4,921
$
5,081
103
%
Noninterest Expense. Noninterest expense increased $13.6 million to $34.4 million for the three months ended June 30, 2026 compared to $20.8 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 as well as expenses directly related to this transaction, which totaled $3.2 million during the second quarter of 2026. These expenses were primarily incurred in the areas of personnel expense, outside service fees, supplies expense, 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 second quarter of 2026.
The major components of our noninterest expense are listed below:
Three Months Ended June 30,
2026
2025
$ Change
% Change
(In thousands)
Noninterest Expense
Salaries, commissions, and employee benefits
$
16,822
$
10,427
$
6,395
61
%
Occupancy
2,639
1,922
717
37
%
Data processing
4,045
2,620
1,425
54
%
Postage, stationary, and supplies
843
270
573
212
%
Net gain on sales and valuations of other real estate owned
(28)
(159)
131
(82)
%
Advertising
147
61
86
141
%
Charitable contributions
317
274
43
16
%
Federal deposit insurance
849
630
219
35
%
Outside service fees
1,990
1,135
855
75
%
Amortization of intangibles
2,547
1,273
1,274
100
%
Other
4,229
2,303
1,926
84
%
Total noninterest expenses
$
34,400
$
20,756
$
13,644
66
%
Income Tax Expense. We recorded a provision for income taxes of $5.9 million for the three months ended June 30, 2026 compared to a provision of $3.8 million for the same period during 2025, reflecting effective tax rates of 19.4% for the second quarter of 2026 compared to 18.3% during second 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. Additional tax-exempt income during the second quarter of 2025 resulted from a death benefit on life insurance, further reducing the effective tax rate for that quarter.
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Table of Contents
Results of Operations for the Six Months Ended June 30, 2026 and June 30, 2025
General . Net income increased $9.6 million to $44.7 million for the six months ended June 30, 2026, compared to $35.1 million for the same period in 2025. This increase was primarily due to the added scale of operations resulting from the Centre acquisition during the first quarter of 2026. Additionally, the Bank’s net income continues to benefit from new and renewed loans being priced at higher yields, while deposits continue to reprice lower.
Net Interest Income . Net interest and dividend income increased by $35.0 million to $108.2 million for the six months ended
June 30, 2026 compared to $73.2 million for six months ended June 30, 2025. The increase in net interest income was primarily due to growth in interest earning assets over the last six months, resulting from the acquisition of Centre, as well as increasing net interest margin in the first six months of 2026 compared to the same period in 2025.Comparing the first six months of 2026 to the first six months of 2025, rates earned on interest-earning assets increased by 0.07% while average interest-earning assets increased by $1.39 billion. Tax equivalent net interest margin increased 35 basis points to 4.04% for the six months ended June 30, 2026, up from 3.69% for the same period in 2025. Bank First repaid $65.0 million in FHLB borrowings assumed from Centre prior to contractual maturity during the first quarter of 2026, triggering the recognition of $1.3 million in purchase accounting fair value adjustments, reducing interest expense and elevating net interest margin during that period. 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.
Interest Income. Total interest income increased $39.7 million, or 36.2%, to $149.3 million for the six months ended June 30, 2026 compared to $109.6 million for the same period in 2025. The increase in total interest income was primarily due to the aforementioned growth in interest earnings assets over the last six months along with an increase in the average interest rate earned on these assets.
Interest Expense. Interest expense increased $4.7 million, or 12.9%, to $41.1 million for the six months ended June 30, 2026 compared to $36.4 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 of interest-bearing liabilities increased by $838.3 million during the first six months of 2026 compared to the same period in 2025. Offsetting the cost of these higher levels of average interest-bearing liabilities was a decline in the average interest rate paid on these balances which declined from 2.62% for the first two quarters of 2025 to 2.28% for the first two quarters of 2026.
Interest expense on interest-bearing deposits totaled $39.2 million and $33.1 million for the six months ended June 30, 2026 and 2025, respectively. The average cost of interest-bearing deposits was 2.26% for the six months ended June 30, 2026, compared to 2.51% for the same period in 2025.
Provision for Credit Losses. We did not record a provision for credit losses for the six months ended June 30, 2026 compared to $0.6 million for the same period in 2025. We recorded net charge-offs of $1.2 million for the six months ended June 30, 2026 compared to net charge-offs of $0.8 million for the same period in 2025. The ACL - Loans was $56.0 million, or 1.24% of total loans, at June 30, 2026 compared to $44.3 million, or 1.24% of total loans at June 30, 2025.
Noninterest Income. Noninterest income is an important component of our total revenues.
Noninterest income increased $9.0 million to $20.5 million for the six months ended June 30, 2026 compared to $11.5 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 Trust and Wealth Management was $3.2 million during the first six months of 2026. Income provided by the Bank’s investment in Ansay & Associates, LLC totaled $1.8 million through the second quarter of 2026, down $0.5 million from the first six months of the prior year. Positive valuation adjustments to the Bank’s MSRs totaling $0.6 million during the first two quarters of 2026 compared favorably to $0.1 million in positive valuation adjustments during the first two quarters of 2025. Net gain on sales of mortgage loans totaled $1.7 million through the first six months of 2026, up $1.1 million from the first six months of 2025.
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Table of Contents
The major components of our noninterest income are listed below:
Six Months Ended June 30,
2026
2025
$ Change
% Change
(In thousands)
Noninterest Income
Service Charges
$
8,792
$
4,064
$
4,728
116
%
Income from Ansay
1,841
2,334
(493)
(21)
%
Loan Servicing income
1,909
1,465
444
30
%
Valuation adjustment on MSR
616
76
540
NM
Net gain on sales of mortgage loans
1,737
672
1,065
158
%
Trust and wealth management
3,195
33
3,162
NM
Other
2,444
2,865
(421)
(15)
%
Total noninterest income
$
20,534
$
11,509
$
9,025
78
%
Noninterest Expense. Noninterest expense increased $32.1 million to $73.5 million for the six months ended June 30, 2026 compared to $41.4 million for the same period in 2025. Most areas of noninterest expense increased over the past two quarters as a result of added operational scale from the acquisition of Centre. Significant transaction related expenses from the Company’s acquisition of Centre during the first half of 2026 caused large increases in salaries, data processing, supplies, and outside service fees. Expenses directly related to the Bank’s acquisition of Centre totaled $9.5 million during the first six months of 2026. Amortization of the core deposit intangible asset associated with the acquisition contributed to the higher amortization expense recorded during the first half of 2026. As earlier 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, which was recorded in other noninterest expense.
The major components of our noninterest expense are listed below:
Six Months Ended June 30,
2026
2025
$ Change
% Change
(In thousands)
Noninterest Expense
Salaries, commissions, and employee benefits
$
38,611
$
21,412
$
17,199
80
%
Occupancy
5,195
3,513
1,682
48
%
Data processing
7,455
5,064
2,391
47
%
Postage, stationary, and supplies
1,282
510
772
151
%
Net gain on sales and valuations of other real estate owned
(219)
(159)
(60)
38
%
Net loss on sales of securities
31
—
31
NM
Advertising
230
126
104
83
%
Charitable contributions
557
750
(193)
(26)
%
Federal deposit insurance
1,565
1,260
305
24
%
Outside service fees
4,390
1,923
2,467
128
%
Amortization of intangibles
5,119
2,571
2,548
99
%
Other
9,240
4,390
4,850
110
%
Total noninterest expenses
$
73,456
$
41,360
$
32,096
78
%
Income Tax Expense. We recorded a provision for income taxes of $10.6 million for the six months ended June 30, 2026 compared to a provision of $7.7 million for the same period during 2025, reflecting effective tax rates of 19.3% and 17.9%, respectively. 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. Additional tax-exempt income during the first half of 2025 resulted from death benefits on life insurance, further reducing the effective tax rate for that period.
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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
June 30, 2026
June 30, 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
$
4,380,986
$
263,197
6.01
%
$
3,432,506
$
194,859
5.68
%
Tax-exempt
133,312
6,913
5.19
%
128,439
6,818
5.31
%
Securities
Taxable (available for sale)
485,347
20,541
4.23
%
159,275
6,913
4.34
%
Tax-exempt (available for sale)
33,637
1,259
3.74
%
30,855
1,115
3.61
%
Taxable (held to maturity)
114,143
4,648
4.07
%
106,783
4,282
4.01
%
Tax-exempt (held to maturity)
3,814
99
2.60
%
2,404
66
2.75
%
Cash and due from banks
237,560
8,792
3.70
%
146,719
6,526
4.45
%
Total interest-earning assets
5,388,799
305,449
5.67
%
4,006,981
220,579
5.50
%
Non interest-earning assets
634,139
444,194
Allowance for credit losses - loans
(56,545)
(44,063)
Total assets
$
5,966,393
$
4,407,112
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits
Checking accounts
$
607,829
$
14,698
2.42
%
$
453,918
$
11,443
2.52
%
Savings accounts
1,132,387
14,491
1.28
%
838,709
12,211
1.46
%
Money market accounts
923,098
19,674
2.13
%
667,685
16,142
2.42
%
Certificates of deposit
808,406
27,498
3.40
%
635,509
24,362
3.83
%
Brokered deposits
15,118
597
3.95
%
20,097
814
4.05
%
Total interest-bearing deposits
3,486,838
76,958
2.21
%
2,615,918
64,972
2.48
%
Other borrowed funds
122,059
6,013
4.93
%
146,626
6,713
4.58
%
Total interest-bearing liabilities
3,608,897
82,971
2.30
%
2,762,544
71,685
2.59
%
Non-interest bearing liabilities
Demand deposits
1,496,445
980,837
Other liabilities
41,118
39,870
Total liabilities
5,146,460
3,783,251
Shareholders’ equity
819,933
623,861
Total liabilities & shareholders’ equity
$
5,966,393
$
4,407,112
Net interest income on a fully taxable equivalent basis
222,478
148,894
Less taxable equivalent adjustment
(1,737)
(1,680)
Net interest income
$
220,741
$
147,214
Net interest spread (3)
3.37
%
2.91
%
Net interest margin (4)
4.13
%
3.72
%
(1). Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the three months ended June 30, 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.
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Table of Contents
Six Months Ended
June 30, 2026
June 30, 2025
Interest
Rate
Interest
Rate
Average
Income/
Earned/
Average
Income/
Earned/
Balance
Expenses (1)
Paid (1)
Balance
Expenses (1)
Paid (1)
(dollars in thousands)
ASSETS
Interest-earning assets
Loans (2)
Taxable
$
4,404,330
$
260,036
5.90
%
$
3,421,445
$
194,542
5.69
%
Tax-exempt
132,869
6,647
5.00
%
130,077
6,852
5.27
%
Securities
Taxable (available for sale)
493,785
20,701
4.19
%
169,740
7,435
4.38
%
Tax-exempt (available for sale)
34,909
1,281
3.67
%
31,771
1,132
3.56
%
Taxable (held to maturity)
108,357
4,423
4.08
%
107,210
4,274
3.99
%
Tax-exempt (held to maturity)
4,158
109
2.62
%
2,797
75
2.68
%
Cash and due from banks
260,644
9,615
3.69
%
190,613
8,445
4.43
%
Total interest-earning assets
5,439,052
302,812
5.57
%
4,053,653
222,755
5.50
%
Non interest-earning assets
627,017
443,235
Allowance for loan losses
(55,953)
(44,140)
Total assets
$
6,010,116
$
4,452,748
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits
Checking accounts
$
624,501
$
16,257
2.60
%
$
485,115
$
12,098
2.49
%
Savings accounts
1,123,409
14,313
1.27
%
834,917
12,139
1.45
%
Money market accounts
930,850
19,740
2.12
%
675,522
16,412
2.43
%
Certificates of deposit
810,830
28,217
3.48
%
637,214
25,186
3.95
%
Brokered deposits
15,116
597
3.95
%
20,095
815
4.06
%
Total interest-bearing deposits
3,504,706
79,124
2.26
%
2,652,863
66,650
2.51
%
Other borrowed funds
133,281
3,709
2.78
%
146,795
6,721
4.58
%
Total interest-bearing liabilities
3,637,987
82,833
2.28
%
2,799,658
73,371
2.62
%
Non-interest bearing liabilities
Demand deposits
1,508,405
981,327
Other liabilities
52,715
37,039
Total liabilities
5,199,107
3,818,024
Shareholders’ equity
811,009
634,724
Total liabilities & shareholders' equity
$
6,010,116
$
4,452,748
Net interest income on a fully taxable equivalent basis
219,979
149,384
Less taxable equivalent adjustment
(1,688)
(1,693)
Net interest income
$
218,291
$
147,691
Net interest spread (3)
3.29
%
2.87
%
Net interest margin (4)
4.04
%
3.69
%
(1). Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the six months ended June 30, 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.
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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 June 30, 2026
Six Months Ended June 30, 2026
Compared with
Compared with
Three Months Ended June 30, 2025
Six Months Ended June 30, 2025
Increase/(Decrease) Due to Change in
Increase/(Decrease) Due to Change in
Volume
Rate
Total
Volume
Rate
Total
(dollars in thousands)
(dollars in thousands)
Interest income
Loans
Taxable
$
56,435
$
11,903
$
68,338
$
57,778
$
7,716
$
65,494
Tax-exempt
255
(160)
95
145
(350)
(205)
Securities
Taxable (AFS)
13,804
(176)
13,628
13,598
(332)
13,266
Tax-exempt (AFS)
103
41
144
114
35
149
Taxable (HTM)
299
67
366
46
103
149
Tax-exempt (HTM)
37
(4)
33
36
(2)
34
Cash and due from banks
3,507
(1,241)
2,266
2,746
(1,576)
1,170
Total interest income
74,440
10,430
84,870
74,463
5,594
80,057
Interest expense
Deposits
Checking accounts
3,739
(484)
3,255
3,608
551
4,159
Savings accounts
3,891
(1,611)
2,280
3,812
(1,638)
2,174
Money market accounts
5,616
(2,084)
3,532
5,613
(2,285)
3,328
Certificates of deposit
6,100
(2,964)
3,136
6,292
(3,261)
3,031
Brokered Deposits
(197)
(20)
(217)
(197)
(21)
(218)
Total interest bearing deposits
19,149
(7,163)
11,986
19,128
(6,654)
12,474
Other borrowed funds
(1,184)
484
(700)
(573)
(2,439)
(3,012)
Total interest expense
17,965
(6,679)
11,286
18,555
(9,093)
9,462
Change in net interest income
$
56,475
$
17,109
$
73,584
$
55,908
$
14,687
$
70,595
CHANGES IN FINANCIAL CONDITION
Total Assets. Total assets increased $1.44 billion, or 32.0%, to $5.95 billion at June 30, 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 $23.3 million to $266.5 million at June 30, 2026, from $243.2 million at December 31, 2025.
Investment Securities. The carrying value of total investment securities increased by $340.5 million to $608.6 million at June 30, 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 $905.4 million, totaling $4.47 billion at June 30, 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.
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Table of Contents
Deposits. Deposits increased $1.29 billion, or 34.9%, to $4.99 billion at June 30, 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 June 30, 2026, borrowings consisted of advances from the FHLB and subordinated debt to other banks and an individual. FHLB borrowings decreased $30.0 million, or 27.3%, to $80.0 million at June 30, 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 June 30, 2026. The Company assumed $4.6 million of subordinated debt at fair value in the Centre transaction, increasing total subordinated debt to $16.6 million at June 30, 2026, up from $12.0 million at December 31, 2025.
Stockholders’ Equity. Total stockholders’ equity increased $175.5 million, or 27.3%, to $819.3 million at June 30, 2026 from $643.8 million at December 31, 2025. Repurchases of the Company’s common stock totaling $23.4 million and dividends declared totaling $11.7 million offset the positive impact of earnings totaling $44.7 million during the first six months of 2026. The largest contributor to the increase in stockholder’s equity during the first half of 2026 was the Centre acquisition, which added $168.5 million.
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 76.1% and 80.1% of our total assets as of June 30, 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 $917.0 million, or 25.4%, to $4.52 billion as of June 30, 2026, compared to $3.60 billion as of December 31, 2025. This increase was primarily driven by the acquisition of Centre, which included at acquisition date approximately $968.7 million 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.
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The following table presents the balance and associated percentage of each major category in our loan portfolio:
June 30, 2026
December 31, 2025
June 30, 2025
Amount
% of Total
Amount
% of Total
Amount
% of Total
(dollars in thousands)
Commercial & industrial
$
848,605
19
%
$
647,086
18
%
$
628,527
18
%
Commercial real estate
Owner occupied
1,094,282
24
%
880,723
24
%
841,749
23
%
Non-owner occupied
705,370
16
%
492,525
14
%
518,636
14
%
Multi-family
451,853
10
%
402,053
11
%
377,218
11
%
Construction & development
241,933
5
%
215,518
6
%
249,857
7
%
Residential 1-4 family
1,099,348
24
%
894,979
25
%
891,685
25
%
Consumer
60,669
1
%
54,826
2
%
57,855
2
%
Other loans
19,627
1
%
16,941
—
%
14,830
—
%
Total Loans
$
4,521,687
100
%
$
3,604,651
100
%
$
3,580,357
100
%
Loan categories
The principal categories of our loan portfolio are discussed below:
Commercial and Industrial (C&I). Our C&I portfolio totaled $848.6 million and $647.1 million and represented 19% and 18% of our total loans as of June 30, 2026 and December 31, 2025, respectively.
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 June 30, 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 $241.9 million and $215.5 million at June 30, 2026 and December 31, 2025, respectively, and represented 5% of our total loans as of June 30, 2026 and 6% of our total loans as of 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.
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Residential 1 – 4 Family. Residential 1 – 4 family loans held in portfolio amounted to $1.10 billion and $895.0 million at June 30, 2026 and December 31, 2025, respectively, and represented 24% of our total loans as of June 30, 2026 and 25% of our total loans as of December 31, 2025.
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 $832,750 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 $1.55 billion and $1.20 billion at June 30, 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 $18.0 million at June 30, 2026 and $13.7 million December 31, 2025.
Consumer Loans. Our consumer loan portfolio totaled $60.7 million and $54.8 million at June 30, 2026 and December 31, 2025, respectively, and represented 1% of our total loans as of June 30, 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 $19.6 million and $16.9 million at June 30, 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.
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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 June 30, 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
$
305,433
$
415,471
$
126,735
$
966
$
848,605
Commercial real estate
Owner Occupied
176,437
557,637
288,924
71,284
1,094,282
Non-owner Occupied
133,597
476,975
93,702
1,096
705,370
Multi-family
77,747
288,197
85,424
485
451,853
Construction & Development
58,557
57,335
55,837
70,204
241,933
Residential 1-4 family
32,696
112,073
244,435
710,144
1,099,348
Consumer and other
9,021
37,062
26,023
8,190
80,296
Total
$
793,488
$
1,944,750
$
921,080
$
862,369
$
4,521,687
Fixed Rate Loans:
Commercial & industrial
$
62,795
$
237,281
$
46,669
$
—
$
346,745
Commercial real estate
Owner Occupied
120,483
439,202
121,294
18,693
699,672
Non-owner Occupied
113,183
398,937
25,820
—
537,940
Multi-family
77,716
217,800
57,180
—
352,696
Construction & Development
30,364
25,237
12,982
35,325
103,908
Residential 1-4 family
20,818
89,202
184,804
286,360
581,184
Consumer and other
8,083
34,407
25,101
8,190
75,781
Total
$
433,442
$
1,442,066
$
473,850
$
348,568
$
2,697,926
Floating Rate Loans:
Commercial & industrial
$
242,638
$
178,190
$
80,066
$
966
$
501,860
Commercial real estate
Owner Occupied
55,954
118,435
167,630
52,591
394,610
Non-owner Occupied
20,414
78,038
67,882
1,096
167,430
Multi-family
31
70,397
28,244
485
99,157
Construction & Development
28,193
32,098
42,855
34,879
138,025
Residential 1-4 family
11,878
22,871
59,631
423,784
518,164
Consumer and other
938
2,655
922
—
4,515
Total
$
360,046
$
502,684
$
447,230
$
513,801
$
1,823,761
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.
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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 June 30,
As of December 31,
As of June 30,
2026
2025
2025
(dollars in thousands)
Nonperforming loans
Nonaccrual loans
Commercial & industrial
$
1,983
$
1,754
$
6,732
Commercial real estate
Owner Occupied
6,054
2,330
4,828
Non-owner Occupied
—
—
113
Multi-family
12,075
—
—
Construction & Development
—
—
—
Residential 1-4 family
1,479
1,643
1,306
Consumer and other
728
79
55
Total nonaccrual loans
22,319
5,806
13,034
Loans past due > 90 days, but still accruing
Commercial & industrial
42
—
24
Commercial real estate
Owner Occupied
1,319
2,791
—
Non-owner Occupied
741
—
—
Multi-family
—
—
—
Construction & Development
—
1
3
Residential 1-4 family
997
425
511
Consumer and other
123
25
25
Total loans past due > 90 days, but still accruing
3,222
3,242
563
Total nonperforming loans
$
25,541
$
9,048
$
13,597
OREO
Commercial real estate owned
$
—
$
—
$
—
Residential real estate owned
—
—
—
Acquired bank property real estate owned
2,420
—
—
Total OREO
$
2,420
$
—
$
—
Total nonperforming assets ("NPAs")
$
27,961
$
9,048
$
13,597
Accruing modified loans to borrowers experiencing financial difficulty
$
1,463
$
239
$
14
Ratios
Nonaccrual loans to total loans
0.49
%
0.16
%
0.36
%
NPAs to total loans plus OREO
0.62
%
0.25
%
0.38
%
NPAs to total assets
0.47
%
0.20
%
0.31
%
ACL - Loans to nonaccrual loans
251
%
764
%
340
%
ACL - Loans to total loans
1.24
%
1.23
%
1.24
%
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 six months of 2026 was primarily due to the deterioration of one customer relationship, which resulted in several loans being moved to nonaccrual status.
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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 June 30, 2026, the ACL - Loans was $56.0 million (representing 1.2% of period end loans). The Bank did not record a provision for credit losses during the second quarter of 2026. In addition, the ACL - Loans increased due to the acquisition of Centre, which required a $7.8 million allowance for credit losses on non-PCD loans and a $5.0 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 $1.2 million during the first six months of 2026.
The following table summarizes the changes in our ACL - Loans for the periods indicated:
Six months ended
Year ended
Six months ended
June 30,
December 31,
June 30,
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
778
214
(2)
Commercial real estate - owner occupied
—
771
802
Commercial real estate - non-owner occupied
—
—
—
Commercial real estate - multi-family
—
—
—
Construction & Development
—
—
—
Residential 1-4 family
170
(76)
(32)
Consumer
30
24
21
Other Loans
193
44
20
Total net loans charged-off (recovered)
1,171
977
809
Provision charged to operating expense
—
1,250
600
Transfer from (to) ACL - Unfunded Commitments
—
(50)
350
Balance of ACL - Loans at end of period
$
56,029
$
44,374
$
44,292
Ratio of net charge-offs (recoveries) to average loans by loan composition
Commercial & industrial
0.09
%
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
0.02
%
(0.01)
%
—
%
Consumer
0.05
%
0.04
%
0.04
%
Other Loans
0.91
%
0.30
%
0.13
%
Total net charge-offs (recoveries) to average loans
0.05
%
0.03
%
0.02
%
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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.
June 30,
December 31,
June 30,
2026
2025
2025
% of
% of
% of
(in thousands, except %)
Amount
Loans
Amount
Loans
Amount
Loans
Loan Type:
Commercial & industrial
$
8,501
19
%
$
7,264
18
%
$
6,740
18
%
Commercial real estate - owner occupied
12,767
24
%
9,691
24
%
10,218
23
%
Commercial real estate - non-owner occupied
7,455
16
%
4,581
14
%
4,967
14
%
Commercial real estate - multi-family
5,352
10
%
4,088
11
%
4,281
11
%
Construction & development
4,065
5
%
3,814
6
%
4,499
7
%
Residential 1-4 family
16,439
24
%
13,644
25
%
12,339
25
%
Consumer
1,116
1
%
1,074
2
%
1,104
2
%
Other loans
334
1
%
218
—
%
144
—
%
Total allowance
$
56,029
100
%
$
44,374
100
%
$
44,292
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 June 30, 2026, deposit liabilities accounted for approximately 83.9% 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 $4.99 billion and $3.70 billion as of June 30, 2026 and December 31, 2025, respectively. Noninterest-bearing deposits at June 30, 2026 and December 31, 2025, were $1.50 billion and $1.00 billion, respectively, while interest-bearing deposits were $3.49 billion and $2.69 billion at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026, we had a total of $813.2 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 the non-brokered 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:
Six months ended
Year ended
Six months ended
June 30, 2026
December 31, 2025
June 30, 2025
Amount
Percent
Amount
Percent
Amount
Percent
(dollars in thousands)
Noninterest-bearing demand deposits
$
1,508,405
30.0
%
$
991,160
27.5
%
$
981,327
27.0
%
Interest-bearing checking deposits
624,501
12.5
%
451,898
12.5
%
485,115
13.3
%
Savings deposits
1,123,409
22.4
%
841,486
23.3
%
834,917
23.0
%
Money market accounts
930,850
18.6
%
668,106
18.5
%
675,522
18.6
%
Certificates of deposit
810,830
16.2
%
640,004
17.7
%
637,214
17.5
%
Brokered deposits
15,116
0.3
%
18,292
0.5
%
20,095
0.6
%
Total
$
5,013,111
100
%
$
3,610,946
100
%
$
3,634,190
100
%
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The following table provides information on maturities of certificates of deposits which exceed FDIC insurance limits of $250,000 as of June 30, 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
$
50,836
$
25,086
Over 3 to 6 months remaining
83,708
45,958
Over 6 to 12 months remaining
43,976
20,476
Over 12 months or more remaining
25,075
9,575
Total
$
203,595
$
101,095
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 $80.0 million and $110.0 million of advances outstanding from the FHLB at June 30, 2026 and December 31, 2025, respectively.
The total loans pledged as collateral were $1.36 billion and $1.10 billion at June 30, 2026 and December 31, 2025. There were $35.8 million letters of credit from the FHLB at June 30, 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:
Six months ended
Year ended
Six months ended
(dollars in thousands)
June 30, 2026
December 31, 2025
June 30, 2025
Average daily amount of borrowings outstanding during the period
$
109,377
$
128,275
$
134,795
Weighted average interest rate on average daily borrowing
1.90
%
4.45
%
4.53
%
Maximum outstanding borrowings at any month-end
$
109,983
$
209,941
$
134,907
Borrowing outstanding at period end
$
80,000
$
109,966
$
109,915
Weighted average interest rate on borrowing at period end
4.28
%
4.21
%
4.21
%
Lines of credit and other borrowings.
During July 2020, the Company entered into subordinated note agreements with two separate commercial banks. As of June 30, 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 June 30, 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.
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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 $494.6 million and included $0.1 million gross unrealized gains and gross unrealized losses of $12.4 million at June 30, 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 $114.1 million at June 30, 2026 and $103.7 million at December 31, 2025.
The Company had negligible recognized net losses on sales of securities during the six months ended June 30, 2026. The Company did not have any sales of securities during the six months ended June 30, 2025.
The following tables set forth the composition and maturities of investment securities as of June 30, 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 June 30, 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
$
9,713
3.5
%
$
67,132
3.6
%
$
23,559
4.2
%
$
—
—
%
$
100,404
3.7
%
Obligations of U.S. Government sponsored agencies
24,859
3.6
%
91,548
3.6
%
34,080
3.2
%
7,938
2.2
%
158,425
3.5
%
Obligations of states and political subdivisions
3,485
4.0
%
26,436
4.0
%
31,404
3.3
%
21,613
3.2
%
82,938
3.5
%
Mortgage-backed securities
8,742
4.3
%
56,404
4.1
%
9,197
4.2
%
69,106
4.4
%
143,449
4.3
%
Corporate notes
1,535
3.9
%
7,000
7.6
%
7,425
3.6
%
5,695
9.4
%
21,655
6.4
%
Total available for sale securities
$
48,334
3.7
%
$
248,520
3.9
%
$
105,665
3.6
%
$
104,352
4.3
%
$
506,871
3.9
%
Held to maturity securities
U.S. Treasury securities
$
20,779
3.7
%
$
27,117
4.1
%
$
62,556
4.4
%
$
—
—
%
$
110,452
4.2
%
Obligations of states and political subdivisions
833
2.7
%
2,776
0.9
%
—
—
%
—
—
%
3,609
1.3
%
Total held to maturity securities
$
21,612
3.6
%
$
29,893
3.8
%
$
62,556
4.4
%
$
—
—
%
$
114,061
4.1
%
Total
$
69,946
3.7
%
$
278,413
3.9
%
$
168,221
3.9
%
$
104,352
4.3
%
$
620,932
3.9
%
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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 June 30, 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 June 30, 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 June 30, 2026 or December 31, 2025. All U.S. Treasury securities have the full faith and credit backing of the United States government.
As of June 30, 2026, 259 debt securities had gross unrealized losses, with an aggregate depreciation of 2.0% from our amortized cost basis. The largest unrealized loss percentage of any single security was 20.7% (or $0.4 million) of its amortized cost. The largest unrealized dollar loss of any security was $0.6 million (or 18.5%).
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.
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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 $819.3 million at June 30, 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.
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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 June 30, 2026, and brokered deposits are not restricted.
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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 June 30, 2026
Bank First Corporation:
Total capital (to risk-weighted assets)
$
619,697
12.9
%
$
385,927
8.0
%
$
506,529
10.5
%
N/A
N/A
Tier I capital (to risk-weighted assets)
547,387
11.4
%
289,445
6.0
%
410,048
8.5
%
N/A
N/A
Common equity tier I capital (to risk-weighted assets)
539,887
11.2
%
217,084
4.5
%
337,686
7.0
%
N/A
N/A
Tier I capital (to average assets)
547,387
9.6
%
227,125
4.0
%
227,125
4.0
%
N/A
N/A
Bank First, N.A:
Total capital (to risk-weighted assets)
$
582,216
12.1
%
$
385,527
8.0
%
$
506,004
10.5
%
$
481,909
10.0
%
Tier I capital (to risk-weighted assets)
526,502
10.9
%
289,145
6.0
%
409,622
8.5
%
385,527
8.0
%
Common equity tier I capital (to risk-weighted assets)
526,502
10.9
%
216,859
4.5
%
337,336
7.0
%
313,241
6.5
%
Tier I capital (to average assets)
526,502
9.3
%
227,125
4.0
%
227,125
4.0
%
283,906
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 June 30, 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.
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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 June 30, 2026, were as follows:
Amounts of Commitments Expiring - By Period as of June 30, 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
$
965,367
$
478,777
$
151,618
$
62,577
$
272,395
Standby and direct pay letters of credit
13,693
10,114
260
3,319
—
Credit card arrangements
26,231
—
—
—
26,231
Total commitments
$
1,005,291
$
488,891
$
151,878
$
65,896
$
298,626
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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.