Bank First Corp 10-Q

ITEM 1. Financial Statements Continued: BANK FIRST CORPORATION Consolidated Statements of Cash Flows (Continued) (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ Net increase (decrease) in deposits ​ $ 13,140 ​ $ ( 16,854 ) ​ Net decrease in securities sold under repurchase agreements ​ — ​ ( 75,747 ) ​ Repayment of notes payable ​ ( 508 ) ​ — ​ Repayment of junior subordinated debentures ​ ​ — ​ ​ ( 4,124 ) ​ Dividends paid ​ ( 4,491 ) ​ ( 3,541 ) ​ Proceeds from sales of common stock ​ 64 ​ 55 ​ Repurchase of common stock ​ ( 6,381 ) ​ ( 22,283 ) ​ Net cash provided by (used in) financing activities ​ 1,824 ​ ( 122,494 ) ​ Net increase (decrease) in cash and cash equivalents ​ 39,533 ​ ( 164,094 ) ​ Cash and cash equivalents at beginning of period ​ 261,332 ​ 247,468 ​ Cash and cash equivalents at end of period ​ $ 300,865 ​ $ 83,374 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 18,724 ​ $ 15,779 ​ Supplemental schedule of noncash activities: ​ ​ ​ ​ ​ MSR resulting from sale of loans ​ 325 ​ 189 ​ Change in unrealized gains and losses on investment securities available for sale, net of tax ​ 747 ​ ( 665 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to consolidated financial statements. ​ 8 Table of Contents ​ BANK FIRST CORPORATION NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) NOTE 1 – BASIS OF PRESENTATION Bank First Corporation (the “Company”) provides a variety of financial services to individual and corporate customers through its wholly-owned subsidiary, Bank First, N.A. (the “Bank”). The Bank operates as a full-service financial institution with a primary market area including, but not limited to, the counties in which the Bank’s branches are located. The Bank has twenty-six locations located in Manitowoc, Outagamie, Brown, Winnebago, Sheboygan, Shawano, Waupaca, Ozaukee, Monroe, Fond du Lac, Waushara, Dane, Columbia and Jefferson counties in Wisconsin. The Company and Bank are subject to the regulations of certain federal agencies and undergo periodic examinations by those regulatory authorities. These interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures required by GAAP have been omitted or abbreviated. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”). The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year. Critical Accounting Policies and Estimates The accounting and reporting policies of the Company conform to GAAP in the United States and general practices within the financial institution industry. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statement. As disclosed in the Company’s Annual Report, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements. These include accounting for business combinations (primarily related to core deposit intangibles and acquired loans) and accounting for the ACL-Loans. ​ There have been no material changes or developments with respect to the assumptions or methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as previously disclosed in the Company’s Annual Report. Recently Issued Not Yet Effective Accounting Standards In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements. This ASU modifies the disclosure or presentation requirements of a variety of Topics in the Codification. The amendments in this ASU are expected to clarify or improve disclosure and presentation requirements for certain codification topics. The effective date for each amendment will be the date on which the Security and Exchange Commission’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the Securities and Exchange Commission has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company does not anticipate a significant impact to its financial statement disclosures as a result of this ASU. 9 Table of Contents ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to improve the transparency and decision usefulness of income tax disclosures by requiring specific categories in the rate reconciliation table and disaggregation of taxes paid by jurisdiction. All public entities must also provide additional information for reconciling items that meet a specific quantitative threshold. This update is effective for annual periods beginning after December 15, 2024. The Company anticipates that this standard will require expanded disclosure related to its income tax exposure, but will not cause any change in the accounting for operational results. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This ASU is intended to improve the disclosures about a public entity’s income statement expense categories and addresses requests from investors and other decision makers for additional, more detailed information about income statement expense categories. The amendment applies to all public entities that are required to report income statement categories in accordance with Topic 280. The effective date for this update was amended by ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, and is now effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. ​ ​ ​ NOTE 2 – EARNINGS PER SHARE The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. There were no anti-dilutive stock options for the three months ended March 31, 2025 or 2024. The following table presents the factors used in the earnings per share computations for the period indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 Basic ​ ​ ​ ​ ​ ​ Net income available to common shareholders ​ $ 18,241 ​ $ 15,412 Less: Earnings allocated to participating securities ​ ​ ( 91 ) ​ ​ ( 84 ) Net income allocated to common shareholders ​ $ 18,150 ​ $ 15,328 ​ ​ ​ ​ ​ Weighted average common shares outstanding including participating securities ​ ​ 10,001,009 ​ ​ 10,233,347 Less: Participating securities (1) ​ ​ ( 50,039 ) ​ ​ ( 55,415 ) Average shares ​ ​ 9,950,970 ​ ​ 10,177,932 ​ ​ ​ ​ ​ ​ ​ Basic earnings per common share ​ $ 1.82 ​ $ 1.51 ​ ​ ​ ​ ​ ​ ​ Diluted ​ ​ ​ ​ ​ ​ Net income available to common shareholders ​ $ 18,241 ​ $ 15,412 ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding for basic earnings per common share ​ ​ 9,950,970 ​ ​ 10,177,932 Add: Dilutive effects of stock-based compensation awards ​ ​ 21,182 ​ ​ 23,441 Average shares and dilutive potential common shares ​ ​ 9,972,152 ​ ​ 10,201,373 Diluted earnings per common share ​ $ 1.82 ​ $ 1.51 (1) Participating securities are restricted stock awards whereby the stock certificates have been issued, are included in outstanding shares, receive dividends and can be voted, but have not vested. ​ ​ 10 Table of Contents ​ NOTE 3 – SECURITIES The following is a summary of available for sale securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Estimated ​ ​ ​ Cost ​ Gains ​ Losses ​ Fair Value ​ March 31, 2025 ​ ​ ​ ​ ​ Obligations of U.S. Government sponsored agencies ​ $ 34,973 ​ $ — ​ $ ( 2,609 ) ​ $ 32,364 ​ Obligations of states and political subdivisions ​ ​ 62,640 ​ ​ 34 ​ ​ ( 6,584 ) ​ ​ 56,090 ​ Mortgage-backed securities ​ ​ 62,365 ​ ​ 5 ​ ​ ( 1,586 ) ​ ​ 60,784 ​ Corporate notes ​ 15,670 ​ — ​ ( 1,165 ) ​ 14,505 ​ Total available for sale securities ​ $ 175,648 ​ $ 39 ​ $ ( 11,944 ) ​ $ 163,743 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 99,656 ​ $ — ​ $ — ​ $ 99,656 ​ Obligations of U.S. Government sponsored agencies ​ ​ 27,766 ​ ​ 1 ​ ​ ( 3,026 ) ​ ​ 24,741 ​ Obligations of states and political subdivisions ​ ​ 62,992 ​ ​ 3 ​ ​ ( 6,638 ) ​ ​ 56,357 ​ Mortgage-backed securities ​ 29,826 ​ 3 ​ ( 1,836 ) ​ 27,993 ​ Corporate notes ​ 15,669 ​ — ​ ( 1,355 ) ​ 14,314 ​ Total available for sale securities ​ $ 235,909 ​ $ 7 ​ $ ( 12,855 ) ​ $ 223,061 ​ ​ The following is a summary of held to maturity securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Estimated ​ ​ Cost ​ Gains ​ Losses ​ Fair Value March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 107,046 ​ $ 762 ​ $ ( 826 ) ​ $ 106,982 Obligations of states and political subdivisions ​ ​ 3,195 ​ ​ — ​ ​ — ​ ​ 3,195 Total held to maturity securities ​ $ 110,241 ​ $ 762 ​ $ ( 826 ) ​ $ 110,177 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ U.S. Treasury securities ​ $ 107,561 ​ $ 224 ​ $ ( 1,556 ) ​ $ 106,229 Obligations of states and political subdivisions ​ ​ 3,195 ​ ​ — ​ ​ — ​ ​ 3,195 Total held to maturity securities ​ $ 110,756 ​ $ 224 ​ $ ( 1,556 ) ​ $ 109,424 ​ 11 Table of Contents ​ The following table shows the fair value and gross unrealized losses of securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Than 12 Months ​ Greater Than 12 Months ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Fair Unrealized Fair Unrealized Fair ​ Unrealized ​ of ​ Value ​ Losses ​ Value ​ Losses ​ Value ​ Losses ​ Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 - Available for Sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Obligations of U.S. Government sponsored agencies $ 10,543 ​ $ ( 34 ) ​ $ 21,321 ​ $ ( 2,575 ) ​ $ 31,864 ​ $ ( 2,609 ) ​ 26 Obligations of states and political subdivisions ​ 5,294 ​ ​ ( 82 ) ​ ​ 44,982 ​ ​ ( 6,502 ) ​ ​ 50,276 ​ ​ ( 6,584 ) ​ 65 Mortgage-backed securities 27,472 ​ ( 203 ) ​ 23,247 ​ ( 1,383 ) ​ 50,719 ​ ( 1,586 ) 103 Corporate notes — ​ — ​ 13,354 ​ ( 1,165 ) ​ 13,354 ​ ( 1,165 ) 9 Totals $ 43,309 ​ $ ( 319 ) ​ $ 102,904 ​ $ ( 11,625 ) ​ $ 146,213 ​ $ ( 11,944 ) 203 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 - Held to Maturity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities $ 47,297 ​ $ ( 471 ) ​ $ 23,631 ​ $ ( 355 ) ​ $ 70,928 ​ $ ( 826 ) ​ 44 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 - Available for Sale ​ ​ ​ ​ ​ Obligations of U.S. Government sponsored agencies $ 1,177 ​ $ ( 23 ) ​ $ 22,069 ​ $ ( 3,003 ) ​ $ 23,246 ​ $ ( 3,026 ) ​ 24 Obligations of states and political subdivisions ​ 10,380 ​ ​ ( 129 ) ​ ​ 44,686 ​ ​ ( 6,509 ) ​ ​ 55,066 ​ ​ ( 6,638 ) ​ 77 Mortgage-backed securities 3,913 ​ ( 140 ) ​ 23,863 ​ ( 1,696 ) ​ 27,776 ​ ( 1,836 ) 100 Corporate notes — ​ — ​ 13,168 ​ ( 1,355 ) ​ 13,168 ​ ( 1,355 ) 9 Totals $ 15,470 ​ $ ( 292 ) ​ $ 103,786 ​ $ ( 12,563 ) ​ $ 119,256 ​ $ ( 12,855 ) ​ 210 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 - Held to Maturity ​ ​ ​ ​ ​ U.S. Treasury securities $ 46,456 ​ $ ( 1,045 ) ​ $ 31,322 ​ $ ( 511 ) ​ $ 77,778 ​ $ ( 1,556 ) ​ 48 ​ As of March 31, 2025, and December 31, 2024, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired. This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to these securities. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. As of March 31, 2025, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity. The unrealized losses have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. Furthermore, based on its analysis the Company has determined that held to maturity securities have zero expected credit losses. U.S. Treasury securities have the full faith and credit backing of the United States Government. 12 Table of Contents ​ The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of March 31, 2025. Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale ​ Held to Maturity ​ Amortized Estimated Amortized Estimated ​ ​ Cost ​ Fair Value ​ Cost ​ Fair Value Due in one year or less ​ $ 1,329 ​ $ 1,324 ​ $ 25,089 ​ $ 24,940 Due after one year through 5 years ​ 28,259 ​ 27,881 ​ ​ 38,731 ​ ​ 38,572 Due after 5 years through 10 years ​ 45,512 ​ 41,131 ​ ​ 46,421 ​ ​ 46,665 Due after 10 years ​ 38,183 ​ 32,623 ​ ​ — ​ ​ — Subtotal ​ 113,283 ​ 102,959 ​ ​ 110,241 ​ ​ 110,177 Mortgage-backed securities ​ 62,365 ​ 60,784 ​ ​ — ​ ​ — Total ​ $ 175,648 ​ $ 163,743 ​ $ 110,241 ​ $ 110,177 ​ As of March 31, 2025 and December 31, 2024, the carrying values of securities pledged to secure public deposits and for other purposes required or permitted by law were approximately $ 265.6 million and $ 273.4 million, respectively. ​ There were no sales of securities available for sale during the three months ended March 31, 2025. Sales of securities available for sale produced $ 10.2 million in proceeds with immaterial gross losses for the three months ended March 31, 2024. ​ NOTE 4 – LOANS, ALLOWANCE FOR CREDIT LOSSES, AND CREDIT QUALITY The following table presents total loans by portfolio segment and class of loan as of March 31, 2025 and December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2024 Commercial/industrial ​ $ 508,499 ​ $ 501,042 Commercial real estate - owner occupied ​ 974,085 ​ 969,413 Commercial real estate - non-owner occupied ​ 460,167 ​ 459,516 Multi-family ​ ​ 355,324 ​ ​ 326,573 Construction and development ​ 278,919 ​ 278,639 Residential 1‑4 family ​ 903,008 ​ 912,985 Consumer ​ 54,547 ​ 55,164 Other ​ 15,043 ​ 15,593 Subtotals ​ 3,549,592 ​ 3,518,925 ACL - Loans ​ ( 43,749 ) ​ ( 44,151 ) Loans, net of ACL - Loans ​ 3,505,843 ​ 3,474,774 Deferred loan fees, net ​ ( 1,522 ) ​ ( 1,757 ) Loans, net ​ $ 3,504,321 ​ $ 3,473,017 ​ The 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. More information regarding the Company’s methodology related to the ACL-Loans can be found in the Company’s Annual Report. ​ The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at March 31, 2025 and December 31, 2024. As of March 31, 2025, the Company anticipates the national unemployment rate to rise during the forecast period and the national GDP growth rate to decline. The Company utilized long-term averages for the remaining loss drivers. ​ 13 Table of Contents ​ A roll forward of the ACL-Loans is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Year Ended ​ ​ March 31, 2025 ​ March 31, 2024 ​ December 31, 2024 ​ Beginning Balance $ 44,151 ​ $ 43,609 ​ $ 43,609 ​ Provision for credit losses ​ 400 ​ ​ 200 ​ ​ 100 ​ Charge-offs ​ ( 836 ) ​ ​ ( 52 ) ​ ​ ( 566 ) ​ Recoveries ​ 34 ​ ​ 621 ​ ​ 1,008 ​ Net (charge-offs) recoveries ​ ( 802 ) ​ ​ 569 ​ ​ 442 ​ Ending Balance $ 43,749 ​ $ 44,378 ​ $ 44,151 ​ ​ ​ A summary of the activity in the ACL - Loans by loan type for the three months ended March 31, 2025 is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Commercial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate - ​ Real Estate  - ​ ​ ​ ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial / ​ Owner ​ Non - Owner ​ Multi- ​ and ​ Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Industrial ​ Occupied ​ Occupied ​ Family ​ Development ​ 1-4 Family ​ Consumer ​ Other ​ Total ACL - Loans - January 1, 2025 ​ $ 5,394 ​ $ 11,033 ​ $ 4,740 ​ $ 3,739 ​ $ 5,223 ​ $ 12,801 ​ $ 1,084 ​ $ 137 ​ $ 44,151 Charge-offs ​ — ​ ​ ( 802 ) ​ ​ — ​ ​ — ​ — ​ ( 1 ) ​ ( 21 ) ​ ( 12 ) ​ ( 836 ) Recoveries ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ 30 ​ — ​ 4 ​ 34 Provision ​ ( 155 ) ​ ​ 190 ​ ​ ( 9 ) ​ ​ 435 ​ 96 ​ ( 172 ) ​ 10 ​ 5 ​ 400 ACL - Loans - March 31, 2025 ​ $ 5,239 ​ $ 10,421 ​ $ 4,731 ​ $ 4,174 ​ $ 5,319 ​ $ 12,658 ​ $ 1,073 ​ $ 134 ​ $ 43,749 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A summary of the activity in the ACL – Loans by loan type for the three months ended March 31, 2024 is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Commercial ​ ​ ​ ​ ​ Real Estate - ​ Real Estate - ​ ​ ​ ​ Construction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial / ​ Owner ​ Non - Owner ​ Multi- ​ and ​ Residential ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Industrial ​ Occupied ​ Occupied ​ Family ​ Development ​ 1-4 Family ​ Consumer ​ Other ​ Total ACL - Loans - January 1, 2024 ​ $ 5,965 ​ $ 12,285 ​ $ 5,700 ​ $ 4,754 ​ $ 3,597 ​ $ 10,620 ​ $ 615 ​ $ 73 ​ $ 43,609 Charge-offs ​ ( 17 ) ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ — ​ ( 1 ) ​ ( 4 ) ​ ( 29 ) ​ ( 52 ) Recoveries ​ 2 ​ ​ 611 ​ ​ — ​ ​ — ​ — ​ 3 ​ — ​ 5 ​ 621 Provision ​ ( 139 ) ​ ​ 547 ​ ​ 381 ​ ​ ( 153 ) ​ ( 359 ) ​ ( 122 ) ​ ( 7 ) ​ 52 ​ 200 ACL - Loans - March 31, 2024 ​ $ 5,811 ​ $ 13,442 ​ $ 6,081 ​ $ 4,601 ​ $ 3,238 ​ $ 10,500 ​ $ 604 ​ $ 101 ​ $ 44,378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In addition to the ACL-Loans, the Company has established an allowance for credit losses on unfunded commitments (“ACL-Unfunded Commitments”), classified in other liabilities on the consolidated balance sheets. This allowance is maintained to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans. The ACL - Unfunded Commitments was $ 2.9 million at March 31, 2025 and December 31, 2024, respectively. See Note 10 for further information on commitments. ​ The provision for credit losses is determined by the Company as the amount to be added to the ACL accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management’s judgment, is necessary to absorb expected credit losses over the lives of the respective financial instruments. The following table presents the components of the provision for credit losses. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ March 31, 2024 ​ December 31, 2024 ​ ​ Provision for credit losses on: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ $ 400 ​ $ 200 ​ $ 100 ​ ​ Unfunded Commitments ​ ​ — ​ ​ — ​ ​ ( 900 ) ​ ​ Total provision for credit losses ​ $ 400 ​ $ 200 ​ $ ( 800 ) ​ ​ 14 Table of Contents ​ ​ The Company’s past due and non-accrual loans as of March 31, 2025 is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ Non-Accrual ​ ​ 30-89 Days ​ or more ​ ​ ​ ​ ​ ​ ​ with no ​ ​ Past Due ​ Past Due ​ Non- ​ ​ ​ ​ related ​ ​ Accruing ​ and Accruing ​ Accrual ​ Total ​ allowance Commercial/industrial ​ $ 47 ​ $ 48 ​ $ 789 ​ $ 884 ​ $ — Commercial real estate - owner occupied ​ 2,092 ​ — ​ 4,090 ​ 6,182 ​ 1,527 Commercial real estate - non-owner occupied ​ 9 ​ — ​ 493 ​ 502 ​ 493 Multi-family ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Construction and development ​ 278 ​ — ​ — ​ 278 ​ — Residential 1‑4 family ​ 3,513 ​ 346 ​ 988 ​ 4,847 ​ 988 Consumer ​ 111 ​ 24 ​ 36 ​ 171 ​ 36 Other ​ — ​ — ​ — ​ — ​ — ​ ​ $ 6,050 ​ $ 418 ​ $ 6,396 ​ $ 12,864 ​ $ 3,044 ​ The Company’s past due and non-accrual loans as of December 31, 2024 is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ Non-Accrual ​ ​ 30-89 Days ​ or more ​ ​ ​ ​ ​ ​ ​ with no ​ ​ Past Due ​ Past Due ​ Non- ​ ​ ​ ​ related ​ ​ Accruing ​ and Accruing ​ Accrual ​ Total ​ allowance Commercial/industrial ​ $ 50 ​ $ 328 ​ $ 794 ​ $ 1,172 ​ $ 1 Commercial real estate - owner occupied ​ 446 ​ — ​ 4,999 ​ 5,445 ​ 800 Commercial real estate - non-owner occupied ​ — ​ — ​ 493 ​ 493 ​ 493 Multi-family ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Construction and development ​ 90 ​ — ​ — ​ 90 ​ — Residential 1‑4 family ​ 1,317 ​ 1,294 ​ 511 ​ 3,122 ​ 511 Consumer ​ 108 ​ 48 ​ 29 ​ 185 ​ 29 Other ​ — ​ — ​ — ​ — ​ — ​ ​ $ 2,011 ​ $ 1,670 ​ $ 6,826 ​ $ 10,507 ​ $ 1,834 ​ Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the three months ended March 31, 2025 and 2024. ​ A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. For collateral dependent loans, expected credit losses are based on amortized cost of the loan less the estimated fair value of the collateral at the balance sheet date, with consideration for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. ​ ​ 15 Table of Contents ​ The following tables present collateral dependent loans by portfolio segment and collateral type, including those loans with and without a related allowance allocation. A significant portion of the loan balances in these tables and essentially all of the allowance allocations relate to PCD loans which were acquired from Hometown. Real estate collateral primarily consists of operating facilities of the underlying borrowers. Other business assets collateral primarily consists of equipment, receivables and inventory of the underlying borrowers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Collateral Type ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2025 ​ ​ ​ ​ Other ​ ​ ​ ​ Without an ​ With an ​ Allowance ​ ​ Real Estate ​ Business Assets ​ Total ​ Allowance ​ Allowance ​ Allocation Commercial/industrial ​ $ — ​ $ 789 ​ $ 789 ​ $ — ​ $ 789 ​ $ 789 Commercial real estate - owner occupied ​ 6,865 ​ — ​ 6,865 ​ 4,302 ​ 2,563 ​ 959 Commercial real estate - non-owner occupied ​ — ​ — ​ — ​ — ​ — ​ — Multi-family ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Construction and development ​ — ​ — ​ — ​ — ​ — ​ — Residential 1‑4 family ​ — ​ — ​ — ​ — ​ — ​ — Consumer ​ — ​ — ​ — ​ — ​ — ​ — Other ​ — ​ — ​ — ​ — ​ — ​ — Total Loans ​ $ 6,865 ​ $ 789 ​ $ 7,654 ​ $ 4,302 ​ $ 3,352 ​ $ 1,748 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Collateral Type ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ ​ ​ Other ​ ​ ​ ​ Without an ​ With an ​ Allowance ​ ​ Real Estate ​ Business Assets ​ Total ​ Allowance ​ Allowance ​ Allocation Commercial/industrial ​ $ — ​ $ 793 ​ $ 793 ​ $ — ​ $ 793 ​ $ 793 Commercial real estate - owner occupied ​ 7,795 ​ — ​ 7,795 ​ 800 ​ 6,995 ​ 1,601 Commercial real estate - non-owner occupied ​ — ​ — ​ — ​ — ​ — ​ — Multi-family ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Construction and development ​ — ​ — ​ — ​ — ​ — ​ — Residential 1‑4 family ​ — ​ — ​ — ​ — ​ — ​ — Consumer ​ — ​ — ​ — ​ — ​ — ​ — Other ​ — ​ — ​ — ​ — ​ — ​ — Total Loans ​ $ 7,795 ​ $ 793 ​ $ 8,588 ​ $ 800 ​ $ 7,788 ​ $ 2,394 ​ The Company utilizes a numerical risk rating system for commercial relationships. All other types of relationships (ex: residential, consumer, other) are assigned a “Pass” rating, unless they have fallen 90 days past due or more, at which time they are assessed for a rating of 5, 6 or 7. The Company uses split ratings for government guaranties on loans. The portion of a loan that is supported by a government guaranty is included with other Pass credits. The determination of a commercial loan risk rating begins with completion of a matrix, which assigns scores based on the strength of the borrower’s debt service coverage, collateral coverage, balance sheet leverage, industry outlook, and customer concentration. A weighted average is taken of these individual scores to arrive at the overall rating. This rating is subject to adjustment by the loan officer based on facts and circumstances pertaining to the borrower. Risk ratings are subject to independent review. Commercial borrowers with ratings between 1 and 5 are considered Pass credits, with 1 being most acceptable and 5 being just above the minimum level of acceptance. Commercial borrowers rated 6 have potential weaknesses which may jeopardize repayment ability. Borrowers rated 7 have a well-defined weakness or weaknesses such as the inability to demonstrate significant cash flow for debt service based on analysis of the company’s financial information. These loans remain on accrual status provided full collection of principal and interest is reasonably expected. Otherwise they are deemed impaired and placed on nonaccrual status. Borrowers rated 8 are the same as 7 rated credits with one exception: collection or liquidation in full is not probable. 16 Table of Contents ​ The following tables present total loans by risk ratings and year of origination. Loans acquired from other previously acquired institutions have been included in the table based upon the actual origination date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost Basis by Origination Year ​ ​ ​ ​ ​ ​ As of March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ Prior ​ Revolving ​ to Term ​ Total Commercial/industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 12,639 $ 67,984 $ 49,959 $ 64,879 $ 44,996 $ 60,471 $ 78,826 $ - $ 379,754 Grade 5 ​ 15,037 ​ 15,008 ​ 3,431 ​ 43,859 ​ 4,343 ​ 2,198 ​ 27,722 ​ - ​ 111,598 Grade 6 ​ - ​ 231 ​ 416 ​ 574 ​ 989 ​ 23 ​ 2,109 ​ - ​ 4,342 Grade 7 ​ 58 ​ 293 ​ 804 ​ 285 ​ 5,616 ​ 1,952 ​ 3,797 ​ - ​ 12,805 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 27,734 $ 83,516 $ 54,610 $ 109,597 $ 55,944 $ 64,644 $ 112,454 $ - $ 508,499 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Commercial real estate - owner occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 22,890 $ 99,025 $ 62,270 $ 96,300 $ 156,215 $ 251,634 $ 48,385 $ - $ 736,719 Grade 5 ​ 829 ​ 50,312 ​ 20,833 ​ 17,262 ​ 21,270 ​ 50,318 ​ 11,947 ​ - ​ 172,771 Grade 6 ​ - ​ - ​ 740 ​ 3,483 ​ 804 ​ 8,041 ​ 750 ​ - ​ 13,818 Grade 7 ​ - ​ 1,221 ​ 1,456 ​ 8,432 ​ 4,208 ​ 30,648 ​ 4,812 ​ - ​ 50,777 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 23,719 $ 150,558 $ 85,299 $ 125,477 $ 182,497 $ 340,641 $ 65,894 $ - $ 974,085 Current-period gross charge-offs $ - $ 802 $ - $ - $ - $ - $ - $ - $ 802 Commercial real estate - non-owner occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 8,767 $ 28,504 $ 55,707 $ 60,000 $ 106,113 $ 130,931 $ 9,157 $ - $ 399,179 Grade 5 ​ 1,940 ​ 2,173 ​ 4,484 ​ 4,810 ​ 19,173 ​ 19,120 ​ 25 ​ - ​ 51,725 Grade 6 ​ - ​ - ​ - ​ 1,476 ​ - ​ - ​ 1,065 ​ - ​ 2,541 Grade 7 ​ - ​ - ​ - ​ - ​ 5,867 ​ 855 ​ - ​ - ​ 6,722 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 10,707 $ 30,677 $ 60,191 $ 66,286 $ 131,153 $ 150,906 $ 10,247 $ - $ 460,167 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Multi-family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ - $ 1,953 $ 42,922 $ 33,189 $ 101,252 $ 152,480 $ 2,703 $ - $ 334,499 Grade 5 ​ - ​ 13,763 ​ 1,009 ​ 780 ​ - ​ 114 ​ - ​ - ​ 15,666 Grade 6 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 7 ​ - ​ 442 ​ - ​ - ​ 2,483 ​ 2,234 ​ - ​ - ​ 5,159 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ - $ 16,158 $ 43,931 $ 33,969 $ 103,735 $ 154,828 $ 2,703 $ - $ 355,324 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Construction and development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 8,207 $ 72,315 $ 37,752 $ 59,803 $ 11,273 $ 8,174 $ 1,602 $ - $ 199,126 Grade 5 ​ 822 ​ 35,741 ​ 37,595 ​ 1,980 ​ 962 ​ 762 ​ 723 ​ - ​ 78,585 Grade 6 ​ - ​ 300 ​ - ​ - ​ - ​ - ​ - ​ - ​ 300 Grade 7 ​ - ​ - ​ - ​ - ​ - ​ 908 ​ - ​ - ​ 908 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 9,029 $ 108,356 $ 75,347 $ 61,783 $ 12,235 $ 9,844 $ 2,325 $ - $ 278,919 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Residential 1 ‑ 4 family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 13,647 $ 96,388 $ 91,948 $ 171,187 $ 171,970 $ 231,187 $ 98,342 $ - $ 874,669 Grade 5 ​ 1,572 ​ 2,451 ​ 2,809 ​ 6,274 ​ 1,953 ​ 3,906 ​ 1,710 ​ - ​ 20,675 Grade 6 ​ - ​ - ​ 182 ​ 336 ​ - ​ 192 ​ - ​ - ​ 710 Grade 7 ​ - ​ - ​ - ​ 533 ​ 1,252 ​ 3,987 ​ 1,182 ​ - ​ 6,954 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 15,219 $ 98,839 $ 94,939 $ 178,330 $ 175,175 $ 239,272 $ 101,234 $ - $ 903,008 Current-period gross charge-offs $ - $ - $ - $ - $ - $ 1 $ - $ - $ 1 Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 9,402 $ 18,818 $ 11,536 $ 7,007 $ 3,273 $ 3,729 $ 713 $ - $ 54,478 Grade 5 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 6 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 7 ​ - ​ 21 ​ 2 ​ 3 ​ 10 ​ 33 ​ - ​ - ​ 69 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 9,402 $ 18,839 $ 11,538 $ 7,010 $ 3,283 $ 3,762 $ 713 $ - $ 54,547 Current-period gross charge-offs $ - $ - $ 9 $ 12 $ - $ - $ - $ - $ 21 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 160 $ 1,725 $ 100 $ 548 $ 456 $ 9,175 $ 2,608 $ - $ 14,772 Grade 5 ​ - ​ - ​ 46 ​ 29 ​ - ​ - ​ 196 ​ - ​ 271 Grade 6 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 7 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 160 $ 1,725 $ 146 $ 577 $ 456 $ 9,175 $ 2,804 $ - $ 15,043 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ 12 $ - $ 12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans $ 95,970 $ 508,668 $ 426,001 $ 583,029 $ 664,478 $ 973,072 $ 298,374 $ - $ 3,549,592 Total current-period gross charge-offs $ - $ 802 $ 9 $ 12 $ - $ 1 $ 12 $ - $ 836 ​ ​ 17 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost Basis by Origination Year ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior ​ Revolving ​ to Term ​ Total Commercial/industrial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 82,243 $ 55,703 $ 66,599 $ 49,142 $ 44,118 $ 21,121 $ 77,853 $ - $ 396,779 Grade 5 ​ 16,551 ​ 3,076 ​ 45,395 ​ 4,508 ​ 2,266 ​ 318 ​ 16,574 ​ - ​ 88,688 Grade 6 ​ 274 ​ 403 ​ 608 ​ 1,027 ​ 7 ​ - ​ 541 ​ - ​ 2,860 Grade 7 ​ 362 ​ 854 ​ 316 ​ 5,766 ​ 416 ​ 752 ​ 4,249 ​ - ​ 12,715 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 99,430 $ 60,036 $ 112,918 $ 60,443 $ 46,807 $ 22,191 $ 99,217 $ - $ 501,042 Current-period gross charge-offs $ - $ - $ 9 $ 15 $ - $ 2 $ - $ - $ 26 Commercial real estate - owner occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 92,953 $ 63,421 $ 105,388 $ 161,227 $ 93,903 $ 177,068 $ 41,293 $ - $ 735,253 Grade 5 ​ 48,644 ​ 21,142 ​ 19,031 ​ 20,585 ​ 8,741 ​ 42,643 ​ 8,902 ​ - ​ 169,688 Grade 6 ​ - ​ - ​ 3,095 ​ 1,674 ​ 5,658 ​ 1,931 ​ 3,468 ​ - ​ 15,826 Grade 7 ​ 149 ​ 840 ​ 8,633 ​ 3,444 ​ 3,594 ​ 28,997 ​ 2,989 ​ - ​ 48,646 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 141,746 $ 85,403 $ 136,147 $ 186,930 $ 111,896 $ 250,639 $ 56,652 $ - $ 969,413 Current-period gross charge-offs $ - $ - $ - $ 293 $ - $ 1 $ - $ - $ 294 Commercial real estate - non-owner occupied ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 27,703 $ 54,919 $ 61,803 $ 123,875 $ 47,293 $ 96,008 $ 9,883 $ - $ 421,484 Grade 5 ​ 1,723 ​ 1,935 ​ 2,827 ​ 2,627 ​ 3,502 ​ 13,008 ​ - ​ - ​ 25,622 Grade 6 ​ - ​ - ​ 1,489 ​ - ​ - ​ 2,590 ​ 1,565 ​ - ​ 5,644 Grade 7 ​ - ​ - ​ - ​ 5,906 ​ 351 ​ 509 ​ - ​ - ​ 6,766 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 29,426 $ 56,854 $ 66,119 $ 132,408 $ 51,146 $ 112,115 $ 11,448 $ - $ 459,516 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Commercial real estate - multi-family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 1,724 $ 26,209 $ 32,891 $ 100,950 $ 71,584 $ 82,936 $ 3,385 $ - $ 319,679 Grade 5 ​ 779 ​ 1,014 ​ 1,307 ​ 994 ​ - ​ 118 ​ - ​ - ​ 4,212 Grade 6 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 7 ​ 442 ​ - ​ - ​ - ​ - ​ 2,240 ​ - ​ - ​ 2,682 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 2,945 $ 27,223 $ 34,198 $ 101,944 $ 71,584 $ 85,294 $ 3,385 $ - $ 326,573 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Construction and development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 66,756 $ 45,018 $ 60,063 $ 11,608 $ 3,666 $ 4,921 $ 1,566 $ - $ 193,598 Grade 5 ​ 23,486 ​ 52,351 ​ 2,529 ​ 1,033 ​ 603 ​ 199 ​ 522 ​ - ​ 80,723 Grade 6 ​ 233 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ 233 Grade 7 ​ - ​ 676 ​ - ​ 2,489 ​ 160 ​ 760 ​ - ​ - ​ 4,085 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 90,475 $ 98,045 $ 62,592 $ 15,130 $ 4,429 $ 5,880 $ 2,088 $ - $ 278,639 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Residential 1 ‑ 4 family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 98,107 $ 96,939 $ 179,313 $ 176,752 $ 139,663 $ 100,537 $ 93,957 $ - $ 885,268 Grade 5 ​ 2,785 ​ 2,971 ​ 6,266 ​ 2,221 ​ 3,017 ​ 1,621 ​ 1,064 ​ - ​ 19,945 Grade 6 ​ - ​ 151 ​ 350 ​ - ​ - ​ 197 ​ - ​ - ​ 698 Grade 7 ​ - ​ - ​ 537 ​ 1,282 ​ 854 ​ 2,900 ​ 1,501 ​ - ​ 7,074 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 100,892 $ 100,061 $ 186,466 $ 180,255 $ 143,534 $ 105,255 $ 96,522 $ - $ 912,985 Current-period gross charge-offs $ - $ - $ - $ - $ - $ 44 $ - $ - $ 44 Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 25,766 $ 12,581 $ 8,063 $ 3,825 $ 2,774 $ 1,624 $ 466 $ - $ 55,099 Grade 5 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 6 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 7 ​ 10 ​ 11 ​ 15 ​ 9 ​ - ​ 20 ​ - ​ - ​ 65 Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 25,776 $ 12,592 $ 8,078 $ 3,834 $ 2,774 $ 1,644 $ 466 $ - $ 55,164 Current-period gross charge-offs $ 88 $ 15 $ 4 $ - $ 3 $ - $ - $ - $ 110 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grades 1-4 $ 1,901 $ 119 $ 573 $ 483 $ 605 $ 9,070 $ 2,557 $ - $ 15,308 Grade 5 ​ - ​ 50 ​ 31 ​ - ​ - ​ - ​ 204 ​ - ​ 285 Grade 6 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 7 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Grade 8 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ - Total $ 1,901 $ 169 $ 604 $ 483 $ 605 $ 9,070 $ 2,761 $ - $ 15,593 Current-period gross charge-offs $ - $ - $ - $ - $ - $ - $ 92 $ - $ 92 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans $ 492,591 $ 440,383 $ 607,122 $ 681,427 $ 432,775 $ 592,088 $ 272,539 $ - $ 3,518,925 Total current-period gross charge-offs $ 88 $ 15 $ 13 $ 308 $ 3 $ 47 $ 92 $ - $ 566 ​ Loans that were both experiencing financial difficulty and were modified during the three months ended March 31, 2025 and 2024, were insignificant to these consolidated financial statements. ​ ​ ​ 18 Table of Contents ​ NOTE 5 – MORTGAGE SERVICING RIGHTS Loans serviced for others are not included in the accompanying consolidated balance sheets. MSRs are recognized as separate assets when loans sold in the secondary market are sold with servicing retained. The Company utilizes a third-party consulting firm to assist with determining an accurate assessment of the MSRs fair value. The third-party firm collects relevant data points from numerous sources. Some of these data points relate directly to the pricing level or relative value of the mortgage servicing while other data points relate to the assumptions used to derive fair value. In addition, the valuation evaluates specific collateral types, and current and historical performance of the collateral in question. The valuation process focuses on the non-distressed secondary servicing market, common industry practices and current regulatory standards. The primary determinants of the fair value of MSRs are servicing fee percentage, ancillary income, expected loan life or prepayment speeds, discount rates, costs to service, delinquency rates, foreclosure losses and recourse obligations. The valuation data also contains interest rate shock analyses for monitoring fair value changes in differing interest rate environments. Following is an analysis of activity in the MSR asset: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Year Ended ​ ​ March 31, 2025 ​ December 31, 2024 Fair value at beginning of period ​ $ 13,369 ​ $ 13,668 ​ ​ ​ ​ ​ ​ ​ Servicing asset additions ​ 325 ​ 1,343 Loan payments and payoffs ​ ( 425 ) ​ ( 1,735 ) Changes in valuation inputs and assumptions used in the valuation model ​ 275 ​ 93 Amount recognized through earnings ​ ​ 175 ​ ​ ( 299 ) MSR asset acquired ​ — ​ — Fair value at end of period ​ $ 13,544 ​ $ 13,369 ​ ​ ​ ​ ​ ​ ​ Unpaid principal balance of loans serviced for others ​ $ 1,173,921 ​ $ 1,172,311 Mortgage servicing rights as a percent of loans serviced for others ​ 1.15 ​ 1.14 ​ The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 8.1 and 8.2 months as of March 31, 2025 and December 31, 2024, respectively, and discount rates of 10.18 % as of each of those periods. The constant prepayment speeds are obtained from publicly available sources for each of the loan programs the Company originates under. 19 Table of Contents ​ NOTE 6 – NOTES PAYABLE The Company utilizes FHLB advances to fund liquidity. The Company had outstanding balances borrowed from the FHLB of $ 135.0 million at March 31, 2025 and $ 135.5 million as of December 31, 2024. The advances, rate, and maturities of FHLB advances were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ Maturity ​ Rate ​ 2025 ​ 2024 Fixed rate, fixed term ​ 06/30/2025 ​ 5.16 % ​ $ 25,000 ​ $ 25,000 Fixed rate, fixed term ​ 03/23/2026 ​ 4.02 % ​ ​ 10,000 ​ ​ 10,000 Fixed rate, fixed term ​ 05/26/2026 ​ 1.95 % ​ ​ 5,000 ​ ​ 5,000 Fixed rate, fixed term ​ 06/29/2026 ​ 4.77 % ​ ​ 15,000 ​ ​ 15,000 Fixed rate, fixed term ​ 03/23/2027 ​ 3.91 % ​ ​ 10,000 ​ ​ 10,000 Fixed rate, fixed term ​ 06/28/2027 ​ 4.57 % ​ ​ 15,000 ​ ​ 15,000 Fixed rate, fixed term ​ 03/23/2028 ​ 3.85 % ​ ​ 10,000 ​ ​ 10,000 Fixed rate, fixed term ​ 07/05/2028 ​ 4.41 % ​ ​ 20,000 ​ ​ 20,000 Fixed rate, fixed term ​ 07/09/2029 ​ 4.31 % ​ ​ 25,000 ​ ​ 25,000 Fixed rate, fixed term ​ 04/22/2030 ​ 0.00 % ​ ​ — ​ ​ 508 ​ ​ ​ ​ ​ ​ ​ 135,000 ​ ​ 135,508 Adjustment due to purchase accounting ​ ​ ​ ​ ​ ​ ( 110 ) ​ ​ ( 136 ) ​ ​ ​ ​ ​ ​ $ 134,890 ​ $ 135,372 ​ Future maturities of borrowings were as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2025 ​ 2024 1 year or less ​ $ 35,000 ​ $ 25,000 1 to 2 years ​ 30,000 ​ 30,000 2 to 3 years ​ 25,000 ​ 25,000 3 to 4 years ​ 20,000 ​ 30,000 4 to 5 years ​ 25,000 ​ 25,000 Over 5 years ​ ​ — ​ ​ 508 ​ ​ $ 135,000 ​ $ 135,508 ​ As of March 31, 2025, the Company had borrowing availability at the FHLB totaling $ 478.5 million in addition to the existing borrowings noted in the tables above. ​ NOTE 7 – SUBORDINATED NOTES AND JUNIOR SUBORDINATED DEBENTURES During July 2020, the Company entered into subordinated note agreements with two separate commercial banks. The Company had through December 31, 2020, to borrow funds up to a maximum availability of $ 6.0 million under each agreement, or $ 12.0 million total. These notes were issued with 10 -year maturities, carry interest at a fixed rate of 5.0 % through June 30, 2025, and at a variable rate thereafter, payable quarterly. These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes. The Company had outstanding balances of $ 6.0 million under these agreements at March 31, 2025 and December 31, 2024. ​ During August 2022, the Company entered into subordinated note agreements with an individual. The Company had outstanding balances of $ 6.0 million under these agreements as of March 31, 2025 and December 31, 2024. These notes were issued with 10 -year maturities, carry interest at a fixed rate of 5.25 % through August 6, 2027, and at a variable rate thereafter, payable quarterly. These notes are callable on or after August 6, 2027 and qualify for Tier 2 capital for regulatory purposes. ​ ​ 20 Table of Contents ​ NOTE 8 – REGULATORY MATTERS Banks and certain bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under regulatory guidance for non-advanced approaches institutions, the Bank and Company are required to maintain minimum amounts and ratios of common equity Tier I capital to risk-weighted assets, including an additional conservation buffer determined by banking regulators. As of March 31, 2025 and December 31, 2024, this buffer was 2.5 %. The Bank met all capital adequacy requirements to which they are subject as of March 31, 2025 and December 31, 2024. Actual and required capital amounts and ratios are presented below at period-end: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ To Be Well ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Capital ​ Capitalized Under ​ ​ ​ ​ ​ ​ ​ For Capital ​ Adequacy with ​ Prompt Corrective ​ ​ Actual ​ Adequacy Purposes ​ Capital Buffer ​ Action Provisions ​ Amount Ratio Amount Ratio Amount Ratio Amount Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets): ​ ​ ​ ​ ​ Company ​ $ 518,723 14.15 % $ 293,221 8.00 % $ 384,853 10.50 % ​ NA NA ​ Bank ​ $ 445,011 12.14 % $ 293,336 8.00 % $ 385,004 10.50 % $ 366,670 10.00 % Tier 1 capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ Company ​ $ 464,519 12.67 % $ 219,916 6.00 % $ 311,547 8.50 % ​ NA NA ​ Bank ​ $ 402,807 10.99 % $ 220,002 6.00 % $ 311,670 8.50 % $ 293,336 8.00 % Common Equity Tier 1 capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ Company ​ $ 464,519 12.67 % $ 164,937 4.50 % $ 256,568 7.00 % ​ NA NA ​ Bank ​ $ 402,807 10.99 % $ 165,002 4.50 % $ 256,669 7.00 % $ 238,336 6.50 % Tier 1 capital (to average assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Company ​ $ 464,519 10.76 % $ 172,646 4.00 % $ 172,646 4.00 % ​ NA NA ​ Bank ​ $ 402,807 9.34 % $ 172,530 4.00 % $ 172,530 4.00 % $ 215,662 5.00 % December 31, 2024 ​ ​ ​ ​ ​ ​ ​ Total capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ Company ​ $ 509,763 14.14 % $ 288,325 8.00 % $ 378,427 10.50 % ​ NA NA ​ Bank ​ $ 438,549 12.18 % $ 288,152 8.00 % $ 378,200 10.50 % $ 360,190 10.00 % Tier 1 capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ ​ Company ​ $ 457,749 12.70 % $ 216,244 6.00 % $ 306,346 8.50 % ​ NA NA ​ Bank ​ $ 398,535 11.06 % $ 216,114 6.00 % $ 306,162 8.50 % $ 288,152 8.00 % Common Equity Tier 1 capital (to risk-weighted assets): ​ ​ ​ ​ ​ ​ ​ ​ Company ​ $ 457,749 12.70 % $ 162,183 4.50 % $ 252,285 7.00 % ​ NA NA ​ Bank ​ $ 398,535 11.06 % $ 162,086 4.50 % $ 252,133 7.00 % $ 234,124 6.50 % Tier 1 capital (to average assets): ​ ​ ​ ​ ​ ​ ​ ​ Company ​ $ 457,749 10.96 % $ 167,134 4.00 % $ 167,134 4.00 % ​ NA NA ​ Bank ​ $ 398,535 9.54 % $ 167,019 4.00 % $ 167,019 4.00 % $ 208,774 5.00 % ​ ​ ​ ​ 21 Table of Contents ​ ​ NOTE 9 – SEGMENT INFORMATION The Company’s single reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided by the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review the performance of various components of the business such as branches, which are then aggregated as operating performance, products and services, and customers are similar. The chief operating decision maker will then evaluate the financial performance of the Company’s business components such as by evaluating significant revenues and expenses and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The chief decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief decision maker uses consolidated net income and return on assets to benchmark the Company against its competitors. The benchmarking analysis, coupled with monitoring of budget to actual results, are used in the assessment of performance and in establishing compensation. Loans, investments, service charges, and deposits in other banks provide the significant revenues in the banking operation. Interest expense, provisions for credit losses, data processing and payroll provide the significant expenses in the banking operation. All operations are domestic. Information reported internally for performance assessment by the chief operating decision maker is identical to that which is shown in the Consolidated Statements of Income. NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Rate-lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements and for fixed rate commitments also considers the difference between current levels of interest rates and committed rates. The notional amount of rate-lock commitments at March 31, 2025 and December 31, 2024 was approximately $ 9.6 million and $ 8.2 million, respectively. The fair value of these rate-lock commitments are not material to these financial statements and have not been recorded. The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss is represented by the contractual or notional amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments. Since some of the commitments are expected to expire without being drawn upon and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements. The following commitments were outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional Amount ​ March 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ Commitments to extend credit: ​ ​ Fixed ​ $ 42,147 ​ $ 46,856 Variable ​ 718,072 ​ 706,353 Credit card arrangements ​ 24,384 ​ 24,399 Letters of credit ​ 10,046 ​ 11,055 ​ ​ 22 Table of Contents ​ NOTE 11 – FAIR VALUE MEASUREMENTS Accounting guidance establishes a fair value hierarchy to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. ​ Information regarding the fair value of assets measured at fair value on a recurring basis is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Instruments Markets Other Significant ​ ​ Measured ​ for Identical ​ Observable ​ Unobservable ​ ​ At Fair ​ Assets ​ Inputs ​ Inputs ​ ​ Value ​ (Level 1) ​ (Level 2) ​ (Level 3) March 31, 2025 ​ ​ ​ ​ Assets ​ ​ ​ ​ Securities available for sale ​ ​ ​ ​ ​ Obligations of U.S. Government sponsored agencies ​ $ 32,364 ​ $ — ​ $ 32,364 ​ $ — Obligations of states and political subdivisions ​ 56,090 ​ — ​ 56,090 ​ — Mortgage-backed securities ​ ​ 60,784 ​ ​ — ​ ​ 60,784 ​ ​ — Corporate notes ​ 14,505 ​ — ​ 14,505 ​ — Mortgage servicing rights ​ 13,544 ​ — ​ 13,544 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ Assets ​ ​ ​ ​ Securities available for sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 99,656 ​ $ 99,656 ​ $ — ​ $ — Obligations of U.S. Government sponsored agencies ​ ​ 24,741 ​ ​ — ​ ​ 24,741 ​ ​ — Obligations of states and political subdivisions ​ 56,357 ​ — ​ 56,357 ​ — Mortgage-backed securities ​ ​ 27,993 ​ ​ — ​ ​ 27,993 ​ ​ — Corporate notes ​ 14,314 ​ — ​ 14,314 ​ — Mortgage servicing rights ​ 13,369 ​ — ​ 13,369 ​ — ​ There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) during these periods. Furthermore, there were no liabilities measured on a recurring basis during the periods. ​ 23 Table of Contents ​ Information regarding the fair value of assets measured at fair value on a non-recurring basis is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices ​ ​ ​ ​ ​ ​ ​ ​ ​ In Active ​ Significant ​ ​ ​ ​ ​ Assets ​ Markets ​ Other ​ Significant ​ ​ Measured ​ for Identical ​ Observable ​ Unobservable ​ ​ At Fair ​ Assets ​ Inputs ​ Inputs ​ ​ Value ​ (Level 1) ​ (Level 2) ​ (Level 3) March 31, 2025 ​ ​ ​ ​ OREO ​ $ 741 ​ $ — ​ $ — ​ $ 741 Loans individually evaluated, net of reserve ​ ​ 5,906 ​ ​ — ​ ​ — ​ ​ 5,906 ​ ​ $ 6,647 ​ $ — ​ $ — ​ $ 6,647 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ OREO ​ $ 741 ​ $ — ​ $ — ​ $ 741 Loans individually evaluated, net of reserve ​ 6,194 ​ — ​ — ​ 6,194 ​ ​ $ 6,935 ​ $ — ​ $ — ​ $ 6,935 ​ The following is a description of the valuation methodologies used by the Company for the items noted in the table above, including the general classification of such instruments in the fair value hierarchy. For loans individually evaluated, the amount of reserve is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. For OREO, the fair value is based upon the estimated fair value of the underlying collateral adjusted for the expected costs to sell. The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Unobservable ​ Range of ​ Average ​ ​ Valuation Technique ​ Inputs ​ Discounts Discount ​ As of March 31, 2025 ​ OREO Third party appraisals, sales contracts or brokered price options Collateral discounts and estimated costs to sell 0 % 0 % Loans individually evaluated Third party appraisals and discounted cash flows Collateral discounts and discount rates 0 % - 100 % 23 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ OREO Third party appraisals, sales contracts or brokered price options Collateral discounts and estimated costs to sell 0 % 0 % Loans individually evaluated Third party appraisals and discounted cash flows Collateral discounts and discount rates 0 % - 100 % 28 % ​ 24 Table of Contents ​ The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at March 31, 2025 and December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 amount Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 300,865 ​ $ 300,865 ​ $ — ​ $ — ​ $ 300,865 Securities held to maturity ​ 110,241 ​ 106,982 ​ 3,195 ​ — ​ 110,177 Loans held for sale ​ 2,676 ​ — ​ 2,676 ​ — ​ 2,676 Loans, net ​ 3,504,321 ​ — ​ — ​ 3,346,003 ​ 3,346,003 Other investments ​ 23,161 ​ — ​ — ​ 23,161 ​ 23,161 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ $ 3,674,218 ​ $ — ​ $ — ​ $ 3,407,535 ​ $ 3,407,535 Notes payable ​ ​ 134,890 ​ ​ — ​ ​ 134,890 ​ ​ — ​ ​ 134,890 Subordinated notes ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ amount ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Financial assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 261,332 ​ $ 261,332 ​ $ — ​ $ — ​ $ 261,332 Securities held to maturity ​ 110,756 ​ 106,229 ​ 3,195 ​ — ​ 109,424 Loans held for sale ​ 3,088 ​ — ​ 3,088 ​ — ​ 3,088 Loans, net ​ 3,473,017 ​ — ​ — ​ 3,285,498 ​ 3,285,498 Other investments ​ 22,643 ​ — ​ — ​ 22,643 ​ 22,643 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ $ 3,661,073 ​ $ — ​ $ — ​ $ 3,388,650 ​ $ 3,388,650 Notes payable ​ 135,372 ​ ​ — ​ ​ 135,372 ​ ​ — ​ ​ 135,372 Subordinated notes ​ 12,000 ​ ​ — ​ ​ 12,000 ​ ​ — ​ ​ 12,000 ​ The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts nor is it recorded as an intangible asset on the consolidated balance sheet. Significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. ​ 25 Table of Contents ​ NOTE 12 – STOCK BASED COMPENSATION The Company has made restricted share grants pursuant to the Bank First Corporation 2011 Equity Plan and the Bank First Corporation 2020 Equity Plan, which replaced the 2011 Plan. The purpose of the Plan is to provide financial incentives for selected employees and for the non-employee Directors of the Company, thereby promoting the long-term growth and financial success of the Company. The number of shares of Company stock that may be issued pursuant to awards under the 2020 Plan shall not exceed, in the aggregate, 700,000 . As of March 31, 2025, 124,054 shares of Company stock have been awarded under the 2020 Plan. Compensation expense for restricted stock is based on the fair value of the awards of Bank First Corporation common stock at the time of grant. The value of restricted stock grants that are expected to vest is amortized into expense over the vesting periods. For the three months ended March 31, 2025 and 2024, compensation expense of $ 0.6 million and $ 0.6 million, respectively, was recognized related to restricted stock awards. As of March 31, 2025, there was $ 3.8 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan. That cost is expected to be recognized over a weighted average period of 1.96 years. The aggregate grant date fair value of restricted stock awards that vested during the three months ended March 31, 2025, was approximately $ 2.1 million. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ended ​ For the period ended ​ ​ March 31, 2025 ​ March 31, 2024 ​ ​ Weighted- ​ Weighted- ​ ​ ​ ​ Average Grant- ​ ​ ​ Average Grant- ​ ​ Shares ​ Date Fair Value ​ Shares ​ Date Fair Value Restricted Stock ​ ​ Outstanding at beginning of period 52,634 ​ $ 79.27 58,196 ​ $ 72.28 Granted 23,100 ​ 105.96 24,581 ​ 85.85 Vested ( 28,290 ) ​ 75.74 ( 30,143 ) ​ 71.14 Forfeited or cancelled — ​ — — ​ — Outstanding at end of period 47,444 ​ $ 94.37 52,634 ​ $ 79.27 ​ ​ ​ NOTE 13 – SUBSEQUENT EVENT On April 25, 2025, the Company’s Board of Directors declared a special cash dividend of $ 3.50 per share of the Company’s common stock. This dividend is payable on May 16, 2025, to shareholders of record on May 9, 2025. This special dividend is in addition to the Company’s regular quarterly cash dividend of $ 0.45 , which was declared on April 15, 2025, and is payable on July 9, 2025, to shareholders of record on June 25, 2025. The aggregate amount of this special dividend will approximate $ 35.0 million. ​ ​ ​ 26 Table of Contents ​