Item 1. Financial Statements
Item 1. Financial Statements
BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
September 30, 2025
(Unaudited) December 31,
2024
ASSETS
Cash and Due from Banks $ 399,079 $ 319,098
Federal Funds Sold 101,103 197,669
Securities Purchased Under Agreements to Resell 25,518 50,835
Securities Available for Sale, at Fair Values (Amortized Cost of $ 1,032,124 at September 30, 2025 and $ 973,423 at December 31, 2024)
985,938 893,549
Mortgage Loans Held for Sale 433 717
Loans and Lease Receivable, Net of Allowance for Loan Losses of $ 57,062 at September 30, 2025 and $ 54,840 at December 31, 2024
5,963,993 5,926,559
Premises and Equipment, Net 77,944 81,953
Accrued Interest Receivable 37,171 35,872
Other Equity Securities 44,313 41,100
Other Real Estate Owned 16,766 5,529
Cash Value of Life Insurance 119,509 117,645
Deferred Taxes 21,433 29,591
Goodwill 121,146 121,572
Core Deposit and Customer Intangible 15,136 17,252
Other Assets 24,380 18,149
Total Assets $ 7,953,862 $ 7,857,090
LIABILITIES
Deposits:
Noninterest Bearing $ 1,366,558 $ 1,357,045
Interest Bearing 5,140,304 5,154,286
Total Deposits 6,506,862 6,511,331
Securities Sold Under Agreements to Repurchase 29,896 22,621
Federal Home Loan Bank Borrowings 367,408 355,875
Subordinated Debt 92,587 99,760
Subordinated Debt - Trust Preferred Securities 5,000 5,000
Accrued Interest Payable 4,064 5,969
Other Liabilities 69,605 57,068
Total Liabilities 7,075,422 7,057,624
Commitments and Contingencies (See Note 11)
SHAREHOLDERS' EQUITY
Preferred Stock, No Par Value; 5,000,000 Shares Authorized; 72,010 Shares ($ 1,000 Liquidation Preference) Issued at both September 30, 2025 and December 31, 2024, respectively
71,930 71,930
Common Stock, $ 1 Par Value; 50,000,000 Shares Authorized; 29,615,370 and 29,552,358 Shares Issued and Outstanding at September 30, 2025 and December 31, 2024, respectively
29,615 29,552
Additional Paid-in Capital 503,325 500,024
Retained Earnings 309,999 260,958
Accumulated Other Comprehensive Loss ( 36,429 ) ( 62,998 )
Total Shareholders' Equity 878,440 799,466
Total Liabilities and Shareholders' Equity $ 7,953,862 $ 7,857,090
The accompanying notes are an integral part of these financial statements.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
Interest Income:
Interest and Fees on Loans $ 106,662 $ 93,307 $ 313,682 $ 269,858
Interest and Dividends on Non-taxable Securities 2,924 1,050 5,046 3,200
Interest and Dividends on Taxable Securities 4,630 5,213 16,028 14,595
Interest on Federal Funds Sold and Due From Banks 4,472 3,171 12,475 10,969
Total Interest Income 118,688 102,741 347,231 298,622
Interest Expense:
Interest on Deposits 43,358 41,303 127,343 120,232
Interest on Borrowings 6,054 5,324 17,587 16,736
Total Interest Expense 49,412 46,627 144,930 136,968
Net Interest Income 69,276 56,114 202,301 161,654
Provision for Credit Losses 3,183 1,665 8,220 4,161
Net Interest Income after Provision for Credit Losses 66,093 54,449 194,081 157,493
Other Income:
Service Charges on Deposit Accounts 2,565 2,723 8,058 7,699
Gain (Loss) on Sales of Securities 77 ( 13 ) 29 ( 14 )
Gain on Sales of Loans 624 122 2,661 2,721
Other Income 8,405 7,942 28,564 21,930
Total Other Income 11,671 10,774 39,312 32,336
Other Expenses:
Salaries and Employee Benefits 27,613 24,877 85,427 75,816
Occupancy and Equipment Expense 7,284 5,828 21,802 16,902
Other Expenses 13,985 11,745 43,437 35,364
Total Other Expenses 48,882 42,450 150,666 128,082
Income Before Income Taxes 28,882 22,773 82,727 61,747
Provision for Income Taxes 6,026 4,930 17,225 13,128
Net Income 22,856 17,843 65,502 48,619
Preferred Stock Dividends 1,351 1,351 4,051 4,051
Net Income Available to Common Shareholders $ 21,505 $ 16,492 $ 61,451 $ 44,568
Earnings Per Common Share:
Basic $ 0.73 $ 0.65 $ 2.09 $ 1.77
Diluted $ 0.73 $ 0.65 $ 2.08 $ 1.75
The accompanying notes are an integral part of these financial statements.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
Consolidated Net Income $ 22,856 $ 17,843 $ 65,502 $ 48,619
Other Comprehensive Income:
Unrealized Gain on Investment Securities 14,454 27,424 33,716 25,888
Unrealized Gain on Share of Other Equity Investments - - - 14
Reclassification Adjustment for (Gains) Losses on Sale of AFS Investment Securities Included in Net Income ( 77 ) 13 ( 29 ) 14
Income Tax Effect ( 3,038 ) ( 5,797 ) ( 7,118 ) ( 5,475 )
Other Comprehensive Income 11,339 21,640 26,569 20,441
Consolidated Comprehensive Income $ 34,195 $ 39,483 $ 92,071 $ 69,060
The accompanying notes are an integral part of these financial statements.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Dollars in thousands, except per share data)
Preferred
Stock Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Shareholders'
Equity
Balances at June 30, 2024 $ 71,930 $ 25,502 $ 397,851 $ 237,031 $ ( 67,784 ) $ 664,530
Comprehensive Income:
Net Income - - - 17,843 - 17,843
Other Comprehensive Income - - - - 21,640 21,640
Cash Dividends Declared on Preferred Stock, $ 18.75 Per Share
- - - ( 1,351 ) - ( 1,351 )
Cash Dividends Declared on Common Stock, $ 0.14 Per Share
- - - ( 3,542 ) - ( 3,542 )
Stock Based Compensation Cost - 18 386 - - 404
Balances at September 30, 2024 $ 71,930 $ 25,520 $ 398,237 $ 249,981 $ ( 46,144 ) $ 699,524
Balances at June 30, 2025 $ 71,930 $ 29,603 $ 502,046 $ 292,629 $ ( 47,768 ) $ 848,440
Comprehensive Income:
Net Income - - - 22,856 - 22,856
Other Comprehensive Income - - - - 11,339 11,339
Cash Dividends Declared on Preferred Stock, $ 18.75 Per Share
- - - ( 1,351 ) - ( 1,351 )
Cash Dividends Declared on Common Stock, $ 0.14 Per Share
- - - ( 4,135 ) - ( 4,135 )
Stock Based Compensation Cost - 12 1,279 - - 1,291
Balances at September 30, 2025 $ 71,930 $ 29,615 $ 503,325 $ 309,999 $ ( 36,429 ) $ 878,440
The accompanying notes are an integral part of these financial statements
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Dollars in thousands, except per share data)
Preferred
Stock Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Shareholders'
Equity
Balances at December 31, 2023 $ 71,930 $ 25,352 $ 397,447 $ 216,115 $ ( 66,585 ) $ 644,259
Comprehensive Income:
Net Income - - - 48,619 - 48,619
Other Comprehensive Income - - - - 20,441 20,441
Cash Dividends Declared on Preferred Stock, $ 56.25 Per Share
- - - ( 4,051 ) - ( 4,051 )
Cash Dividends Declared on Common Stock, $ 0.42 Per Share
- - - ( 10,702 ) - ( 10,702 )
Stock Issuance - - ( 31 ) - - ( 31 )
Stock Based Compensation Cost - 168 821 - - 989
Balances at September 30, 2024 71,930 25,520 398,237 249,981 ( 46,144 ) 699,524
Balances at December 31, 2024 $ 71,930 $ 29,552 $ 500,024 $ 260,958 $ ( 62,998 ) $ 799,466
Comprehensive Income:
Net Income - - - 65,502 - 65,502
Other Comprehensive Income - - - - 26,569 26,569
Cash Dividends Declared on Preferred Stock, $ 56.25 Per Share
- - - ( 4,051 ) - ( 4,051 )
Cash Dividends Declared on Common Stock, $ 0.42 Per Share
- - - ( 12,410 ) - ( 12,410 )
Stock Based Compensation Cost - 63 3,301 - - 3,364
Balances at September 30, 2025 $ 71,930 $ 29,615 $ 503,325 $ 309,999 $ ( 36,429 ) $ 878,440
The accompanying notes are an integral part of these financial statements.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Nine Months Ended
September 30,
2025 2024
Cash Flows From Operating Activities:
Consolidated Net Income $ 65,502 $ 48,619
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Provision for Credit Losses 8,220 4,161
Depreciation and Amortization 4,270 3,693
Net Accretion of Purchase Accounting Adjustments ( 1,362 ) ( 1,788 )
Stock Based Compensation Cost 3,364 989
Net Amortization of Securities 736 1,738
(Gain) Loss on Sales of Securities ( 29 ) 14
Gain on Sale of Loans ( 807 ) ( 2,299 )
Income on Other Equity Securities ( 1,496 ) ( 1,723 )
Gain on Sale of Other Real Estate Owned, Net of Writedowns ( 199 ) ( 49 )
Other Real Estate Owned Valuation Allowance 259 -
Increase in Cash Value of Life Insurance ( 2,367 ) ( 1,884 )
Deferred Income Tax Expense 1,084 996
Gain on Extinguishment of Debt ( 630 ) -
Gain on Sale of Branch ( 3,360 ) -
Changes in Assets and Liabilities:
Increase in Accrued Interest Receivable ( 1,313 ) ( 2,631 )
Increase in Other Assets ( 6,326 ) ( 4,339 )
Decrease in Accrued Interest Payable ( 1,857 ) ( 11,089 )
Increase in Other Liabilities 11,467 9,664
Net Cash Provided by Operating Activities 75,156 44,072
Cash Flows From Investing Activities:
Purchases of Securities Available for Sale ( 154,865 ) ( 92,345 )
Proceeds from Maturities / Sales of Securities Available for Sale 36,493 27,964
Proceeds from Paydowns of Securities Available for Sale 58,963 52,011
Net Cash Paid in Acquisition - ( 3,279 )
Net Cash Paid in Sale of Branch ( 43,084 ) -
Purchases of Other Equity Securities ( 9,751 ) ( 4,539 )
Redemption of Other Equity Securities 8,034 663
Purchase of Life Insurance - ( 3,000 )
Proceeds from Death Benefit of Cash Value of Life Insurance 503 -
Net Increase in Loans ( 58,890 ) ( 224,512 )
Net Purchases of Premises and Equipment ( 1,623 ) ( 1,837 )
(Gain) Loss on Disposal of Premises and Equipment ( 155 ) 7
Proceeds from Sales of Other Real Estate 4,643 589
Net (Increase) Decrease in Securities Purchased Under Agreements to Resell 25,317 ( 25,879 )
Net (Increase) Decrease in Federal Funds Sold 96,566 ( 18,846 )
Net Cash Used in Investing Activities ( 37,849 ) ( 293,003 )
(CONTINUED)
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For the Nine Months Ended
September 30,
2025 2024
Cash Flows From Financing Activities:
Net Increase in Deposits 46,812 392,156
Net Increase in Securities Sold Under Agreements to Repurchase 7,275 2,644
Net Advances on Federal Home Loan Bank Borrowings 11,533 156,004
Repayment of Bank Term Funding Program - ( 300,000 )
Repayment of Subordinated Debt ( 6,485 ) -
Costs from Issuance of Common Stock - ( 31 )
Payment of Dividends on Preferred Stock ( 4,051 ) ( 4,051 )
Payment of Dividends on Common Stock ( 12,410 ) ( 10,702 )
Net Cash Provided by Financing Activities 42,674 236,020
Net Increase (Decrease) in Cash and Due From Banks 79,981 ( 12,911 )
Cash and Due From Banks at Beginning of Period 319,098 226,110
Cash and Due From Banks at End of Period $ 399,079 $ 213,199
Supplemental Disclosures for Cash Flow Information:
Cash Payments for:
Interest on Deposits $ 129,191 $ 121,562
Interest on Borrowings $ 17,644 $ 26,495
Income Tax Payments $ 16,847 $ 11,101
Supplemental Schedule for Noncash Investing and Financing Activities:
Change in the Unrealized Gain on Securities Available for Sale $ 33,687 $ 25,902
Change in the Unrealized Gain on Equity Securities $ - $ 14
Change in Deferred Tax Effect on the Unrealized Gain on Securities Available for Sale $ ( 7,118 ) $ ( 5,475 )
Transfer of Loans to Other Real Estate $ 15,940 $ 642
The accompanying notes are an integral part of these financial statements.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation –
The unaudited consolidated financial statements include the accounts of Business First Bancshares, Inc. (the “Company”) and its two direct, wholly-owned subsidiaries, b1BANK (the “Bank”), and Coastal Commerce Statutory Trust I; and the Bank’s wholly-owned subsidiaries, Business First Insurance, LLC, Smith Shellnut Wilson, LLC ("SSW"), Waterstone LSP, LLC ("Waterstone"), and b1 Securities, LLC ("b1Securities"). The Bank operates out of full-service banking centers and loan production offices in markets across Louisiana, the Dallas/Fort Worth metroplex and Houston, Texas. As a state bank, it is subject to regulation by the Office of Financial Institutions (“OFI”), State of Louisiana, and the Federal Deposit Insurance Corporation (“FDIC”) and undergoes periodic examinations by these agencies. The Company is also regulated by the Federal Reserve and is subject to periodic examinations.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial results for the periods presented, and all such adjustments are of a normal recurring nature. All material intercompany transactions are eliminated. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.
These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been omitted or abbreviated. These interim financial statements should be read in conjunction with the audited consolidated financial statements and footnote disclosures for the Company’s previously filed Form 10-K for the year ended December 31, 2024.
Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Critical accounting estimates that are particularly susceptible to significant change for the Company include the determination of the acquired loans, allowance for credit losses and purchase accounting adjustments (other than loans). Other estimates include goodwill, fair value of financial instruments, investment securities and the assessment of income taxes. Management does not anticipate any material changes to estimates in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, economic conditions in the Company’s markets, and changes in applicable banking regulations. Actual results may ultimately differ from estimates.
Accounting Standards Adopted in Current Period
None
Accounting Standards Not Yet Adopted
ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the rate reconciliation for federal, state and foreign income taxes. In addition, the updates also require more details about reconciling items in the rate reconciliation in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. ASU 2023-09 will become effective for the Company starting December 31, 2025. ASU 2023-09 will not have a significant impact on our financial statements.
Note 2 – Reclassifications –
Certain reclassifications may have been made to conform to reporting in 2025. These reclassifications have no material effect on previously reported shareholders’ equity or net income.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 – Mergers and Acquisitions –
Waterstone, LSP, LLP
On January 31, 2024, the Company consummated the acquisition, through b1BANK, of Waterstone, headquartered in Katy, Texas. Waterstone offers community banks and small businesses a range of small business administration lending services including planning, pre-qualification, packaging, closing and disbursements, servicing and liquidation. Upon consummation of the acquisition, the Company paid $ 3.3 million in cash to the former owners of Waterstone.
Oakwood Bancshares, Inc.
On October 1, 2024, the Company consummated the merger of Oakwood Bancshares, Inc. (“Oakwood”), headquartered in the Dallas, Texas region, with and into the Company, pursuant to the terms of that certain Agreement and Plan of Reorganization (the “Oakwood Reorganization Agreement”), dated as of April 25, 2024, by and between the Company and Oakwood. Also on October 1, 2024, Oakwood’s wholly owned banking subsidiary, Oakwood Bank, was merged with and into b1BANK. Pursuant to the terms of the Oakwood Reorganization Agreement, upon consummation of the Oakwood acquisition, the Company issued 3,973,134 shares of its common stock to the former shareholders of Oakwood. At September 30, 2024, Oakwood reported $ 863.6 million in total assets, $ 700.2 million in loans and $ 741.3 million in deposits.
The following table reflects the consideration paid for Oakwood’s net assets and the identifiable assets purchased and liabilities assumed at their fair values as of October 1, 2024. The fair values are provisional estimates and may be adjusted for a period of up to one year from the date of acquisition if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Cost and Allocation of Purchase Price for Oakwood Bancshares, Inc. (Oakwood):
(Dollars in thousands, except per share data)
Purchase Price:
Shares Issued to Oakwood's Shareholders on October 1, 2024 3,973,134
Closing Stock Price on September 30, 2024 $ 25.67
Total Stock Issued $ 101,990
Partial Shares Paid in Cash 10
Other Consideration, Including Equity Awards 1,819
Total Purchase Price $ 103,819
Net Assets Acquired:
Cash and Cash Equivalents $ 102,691
Securities Available for Sale 15,996
Loans and Leases Receivable, Net of Allowance 687,456
Premises and Equipment, Net 16,020
Cash Value of Life Insurance 16,105
Core Deposit Intangible 7,640
Other Assets 9,364
Total Assets 855,272
Deposits 742,347
Borrowings 22,189
Other Liabilities 17,082
Total Liabilities 781,618
Net Assets Acquired 73,654
Goodwill Resulting from Merger $ 30,165
The Company has recorded approximately $ 2.4 million and $ 1.6 million of acquisition-related costs within merger and conversion-related expenses and salaries and benefits for the nine months ended September 30, 2025, and year ended December 31, 2024, respectively.
The following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed presented above.
Cash and Cash Equivalents: The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets.
Securities Available for Sale: Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that were not in an active market or other inputs that were observable in the market. In the absence of observable inputs, fair value was estimated based on pricing models/estimations.
Loans and Leases Receivable: Fair values for loans were based on a discounted cash flow methodology that considered factors including, but not limited to, loan type, classification status, remaining term, prepayment speed, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and included adjustments for any liquidity concerns. The discount rate did not include an explicit factor for credit losses, as that was included within the estimated cash flows.
Acquired loans are evaluated as either purchased with a more-than insignificant amount of credit deterioration (“PCD”) or an insignificant amount of credit deterioration (“non-PCD”) at acquisition, based upon management’s assessment of whether or not a loan has experienced more than insignificant credit deterioration since origination. This evaluation is completed by management using a variety of factors, including individual loan characteristics as well as
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
industry type and collateral evaluation, among other factors. At acquisition, management designated loans with a fair value of $ 146.9 million as PCD. The fair value was inclusive of an $ 8.4 million PCD allowance and $ 2.3 million non-credit fair value discount from the acquired contractual value.
The remainder of the Oakwood loan portfolio, with a fair value of $ 540.6 million at acquisition included a non-credit fair value discount of $ 2.0 million from the acquired contractual value.
Core Deposit Intangible (“CDI”): The fair value for core deposit intangible assets was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, including interest cost, and alternative cost of funds. The CDI is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received.
Deposits: The fair values used for the demand and savings deposits, by definition, equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis, that applied interest rates currently being offered to the contractual interest rates on such time deposits.
Borrowings: Fair values for borrowings were based on estimated market rates over the remaining terms of the subordinated debt issuances.
Pro forma tables for Oakwood were impractical to include due to the cost versus benefit of including such disclosures.
Note 4 – Earnings per Common Share –
Basic earnings per share (“EPS”) represents income available to common shareholders divided by the weighted average number of common shares outstanding; no dilution for any potentially convertible shares is included in the calculation. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The potential common shares that may be issued by the Company relate to outstanding stock options and unvested restricted stock awards (“RSAs”), unvested restricted stock units ("RSUs") and performance shares, excluding any that were antidilutive. In addition, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of EPS pursuant to the two-class method.
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
(Dollars in thousands, except per share data)
Numerator:
Net Income $ 22,856 $ 17,843 $ 65,502 $ 48,619
Less: Preferred Stock Dividends 1,351 1,351 4,051 4,051
Net Income Available to Common Shares $ 21,505 $ 16,492 $ 61,451 $ 44,568
Denominator:
Weighted Average Common Shares Outstanding 29,544,425 25,289,094 29,363,138 25,227,319
Dilutive Effect of Stock Options and RSAs 112,214 151,153 131,911 194,427
Weighted Average Dilutive Common Shares 29,656,639 25,440,247 29,495,049 25,421,746
Basic Earnings Per Common Share From Net Income Available to Common Shares $ 0.73 $ 0.65 $ 2.09 $ 1.77
Diluted Earnings Per Common Share From Net Income Available to Common Shares $ 0.73 $ 0.65 $ 2.08 $ 1.75
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 – Securities –
The amortized cost and fair values of securities available for sale as of September 30, 2025, and December 31, 2024 are summarized as follows:
September 30, 2025
(Dollars in thousands)
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
U.S. Treasury Securities $ 17,586 $ - $ 432 $ 17,154
U.S. Government Agencies 10,094 - 273 9,821
Corporate Securities 42,449 250 2,133 40,566
Mortgage-Backed Securities 662,166 3,417 29,885 635,698
Municipal Securities 299,829 428 17,558 282,699
Total Securities Available for Sale $ 1,032,124 $ 4,095 $ 50,281 $ 985,938
December 31, 2024
(Dollars in thousands)
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
U.S. Treasury Securities $ 17,631 $ - $ 956 $ 16,675
U.S. Government Agencies 10,164 - 576 9,588
Corporate Securities 47,855 348 3,038 45,165
Mortgage-Backed Securities 584,321 542 47,125 537,738
Municipal Securities 313,452 23 29,092 284,383
Total Securities Available for Sale $ 973,423 $ 913 $ 80,787 $ 893,549
The following tables present a summary of securities with gross unrealized losses and fair values at September 30, 2025, and December 31, 2024, aggregated by investment category and length of time in a continued unrealized loss position. Due to the nature of these investments and current prevailing market prices, these unrealized losses are considered non-credit related.
September 30, 2025
Less Than 12 Months 12 Months or Greater Total
(Dollars in thousands)
Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses
U.S. Treasury Securities $ - $ - $ 17,154 $ 432 $ 17,154 $ 432
U.S. Government Agencies - - 9,821 273 9,821 273
Corporate Securities 4,014 63 28,086 2,070 32,100 2,133
Mortgage-Backed Securities 79,652 1,140 316,042 28,745 395,694 29,885
Municipal Securities 11,960 116 216,466 17,442 228,426 17,558
Total Securities Available for Sale $ 95,626 $ 1,319 $ 587,569 $ 48,962 $ 683,195 $ 50,281
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Less Than 12 Months 12 Months or Greater Total
(Dollars in thousands)
Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses Fair
Value Gross
Unrealized
Losses
U.S. Treasury Securities $ - $ - $ 16,675 $ 956 $ 16,675 $ 956
U.S. Government Agencies - - 9,588 576 9,588 576
Corporate Securities 4,262 132 28,894 2,906 33,156 3,038
Mortgage-Backed Securities 151,443 3,618 341,347 43,507 492,790 47,125
Municipal Securities 33,240 686 240,768 28,406 274,008 29,092
Total Securities Available for Sale $ 188,945 $ 4,436 $ 637,272 $ 76,351 $ 826,217 $ 80,787
As of September 30, 2025, and December 31, 2024, respectively, no allowance for credit losses was recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities are impaired due to credit quality. This determination is based on the Company’s analysis of the underlying risk characteristics including credit ratings, historical loss experience, and other qualitative factors. Further, the securities continue to make principal and interest payments under their contractual terms and management does not have the intent to sell any of the securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of amortized cost basis. Therefore, the Company has determined the unrealized losses are due to changes in market interest rates compared to rates when the securities were acquired.
The amortized cost and fair values of securities available for sale as of September 30, 2025, by contractual maturity are shown below. Actual maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties.
Amortized
Cost Fair
Value
(Dollars in thousands)
Less Than One Year $ 48,410 $ 47,718
One to Five Years 183,316 175,331
Over Five to Ten Years 336,520 321,112
Over Ten Years 463,878 441,777
Total Securities Available for Sale $ 1,032,124 $ 985,938
Securities available for sale with a fair value of $ 388.0 million and $ 385.4 million, were pledged as collateral on public deposits and for other purposes as required or permitted by law as of September 30, 2025, and December 31, 2024, respectively.
At September 30, 2025, and December 31, 2024, accrued interest receivable on securities was $ 4.4 million and $ 4.9 million, respectively, and included within accrued interest receivable on the consolidated balance sheets.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 – Loans and the Allowance for Loan Losses –
Loans receivable at September 30, 2025, and December 31, 2024, are summarized as follows:
September 30,
2025 December 31,
2024
(Dollars in thousands)
Real Estate Loans:
Commercial $ 2,462,617 $ 2,483,223
Construction 638,907 670,502
Residential 927,456 884,533
Total Real Estate Loans 4,028,980 4,038,258
Commercial 1,920,813 1,868,675
Consumer and Other 71,262 74,466
Total Loans Held for Investment 6,021,055 5,981,399
Less:
Allowance for Loan Losses ( 57,062 ) ( 54,840 )
Net Loans $ 5,963,993 $ 5,926,559
The performing 1-4 family residential, multi-family residential, commercial real estate, and commercial loans, are pledged, under a blanket lien, as collateral securing advances from the FHLB at September 30, 2025, and December 31, 2024. Commercial and agricultural loans are pledged against the Federal Reserve Banks’ (“FRB”) discount window as of September 30, 2025, and December 31, 2024.
Net deferred loan origination fees were $ 11.3 million and $ 12.6 million at September 30, 2025, and December 31, 2024, respectively, and are netted in their respective loan categories above. In addition to loans issued in the normal course of business, the Company considers overdrafts on customer deposit accounts to be loans and reclassifies overdrafts as loans in its consolidated balance sheets. At September 30, 2025, and December 31, 2024, overdrafts of $ 2.7 million and $ 3.0 million, respectively, have been reclassified to loans.
The Bank is the lead lender on participations sold, without recourse, to other financial institutions which amounts are not included in the consolidated balance sheets. The unpaid principal balances of mortgages and other loans serviced for others were approximately $ 674.3 million and $ 747.0 million at September 30, 2025 and December 31, 2024, respectively. The Company had servicing rights of 1.0 million and $ 832,000 recorded at September 30, 2025, and December 31, 2024, respectively, and is recorded within other assets.
The Bank grants loans and extensions of credit to individuals and a variety of businesses and corporations located in its general market areas throughout Louisiana and Texas. Management segregates the loan portfolio into portfolio segments which is defined as the level at which the Bank develops and documents a systematic method for determining its allowance for credit losses. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.
Portfolio Segments and Risk Factors
The loan portfolio is disaggregated into portfolio segments and then further disaggregated into classes for certain disclosures. GAAP defines a portfolio segment as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. A class is generally a disaggregation of a portfolio segment. The Company's loan portfolio segments are Real Estate, Commercial, and Consumer and Other. The classes and risk characteristics of each segment are discussed in more detail below. The segmentation and disaggregation of the portfolio is part of the ongoing credit monitoring process.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Real Estate Portfolio Segment
Real Estate: Commercial loans are extensions of credit secured by owner-occupied and non-owner-occupied collateral. Repayment is generally dependent on the successful operations of the property. General economic conditions may impact the performance of these types of loans, including fluctuations in the value of real estate, vacancy rates, and unemployment trends. Real estate commercial loans also include farmland loans that can be, or are, used for agricultural purposes. These loans are usually repaid through refinancing, cash flow from the borrower’s ongoing operations, development of the property, or sale of the property.
Real Estate: Construction loans include loans to small-to-midsized businesses to construct owner-occupied properties, loans to developers of commercial real estate investment properties and residential developments and, to a lesser extent, loans to individual clients for construction of single-family homes in the Company’s market areas. Risks associated with these loans include fluctuations in the value of real estate, project completion risk and changes in market trends. The Company is also exposed to risk based on the ability of the construction loan borrower to finance the loan or sell the property upon completion of the project, which may be affected by changes in secondary market terms and criteria for permanent financing since the time that the Company funded the loan.
Real Estate: Residential loans include first and second lien 1-4 family mortgage loans, as well as home equity lines of credit, in each case primarily on owner-occupied primary residences. The Company is exposed to risk based on fluctuations in the value of the real estate collateral securing the loan, as well as changes in the borrower’s financial condition, which could be affected by numerous factors, including divorce, job loss, illness, or other personal hardship. Real estate residential loans also include multi-family residential loans originated to provide permanent financing for multi-family residential income producing properties. Repayment of these loans primarily relies on successful rental and management of the property.
Commercial Portfolio Segment
Commercial loans include general commercial and industrial, or C&I, loans, including commercial lines of credit, working capital loans, term loans, equipment financing, asset acquisition, expansion, and development loans, borrowing base loans, letters of credit and other loan products, primarily in the Company’s target markets that are underwritten based on the borrower’s ability to service the debt from income. Commercial loan risk is derived from the expectation that such loans generally are serviced principally from the operations of the business, and those operations may not be successful. Any interruption or discontinuance of operating cash flows from the business, which may be influenced by events not under the control of the borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan.
Consumer and Other Portfolio Segment
Consumer and other loans include a variety of loans to individuals for personal, family and household purposes, including secured and unsecured installment and term loans. The risk is based on changes in the borrower’s financial condition, which could be affected by numerous factors, including divorce, job loss, illness or other personal hardship, and fluctuations in the value of the real estate or personal property securing the consumer loan, if any.
The following tables set forth, as of September 30, 2025, and December 31, 2024, the balance of the allowance for credit losses by loan portfolio segment. The allowance for credit losses allocated to each portfolio segment is not necessarily indicative of future losses in any particular portfolio segment and does not restrict the use of the allowance to absorb losses in other portfolio segments.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Allowance for Credit Losses and Recorded Investment in Loans Receivable
September 30, 2025
(Dollars in thousands)
Real Estate:
Commercial Real Estate:
Construction Real Estate:
Residential Commercial Consumer
and Other Total
Allowance for Loan Losses:
Beginning Balance $ 23,460 $ 7,162 $ 8,036 $ 15,667 $ 515 $ 54,840
Charge-offs ( 1,678 ) ( 20 ) ( 236 ) ( 2,572 ) ( 1,478 ) ( 5,984 )
Recoveries 10 200 21 698 189 1,118
Provision (Recovery) ( 3,352 ) 187 505 8,445 1,303 7,088
Ending Balance $ 18,440 $ 7,529 $ 8,326 $ 22,238 $ 529 $ 57,062
Reserve for Unfunded Loan Commitments:
Beginning Balance $ 228 $ 1,311 $ 358 $ 1,765 $ 26 $ 3,688
Provision (Recovery) 73 635 ( 62 ) 488 ( 2 ) 1,132
Ending Balance $ 301 $ 1,946 $ 296 $ 2,253 $ 24 $ 4,820
Total Allowance for Credit Losses $ 18,741 $ 9,475 $ 8,622 $ 24,491 $ 553 $ 61,882
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
(Dollars in thousands)
Real Estate:
Commercial Real Estate:
Construction Real Estate:
Residential Commercial Consumer
and Other Total
Allowance for Loan Losses:
Beginning Balance $ 17,676 $ 6,596 $ 5,485 $ 10,424 $ 233 $ 40,414
Adjustment for Oakwood on PCD Loans 4,013 1,420 374 2,603 - 8,410
Charge-offs 263 ( 2,261 ) ( 297 ) ( 986 ) ( 2,392 ) ( 5,673 )
Recoveries 86 515 14 236 329 1,180
Provision 1,422 892 2,460 3,390 2,345 10,509
Ending Balance $ 23,460 $ 7,162 $ 8,036 $ 15,667 $ 515 $ 54,840
Reserve for Unfunded Loan Commitments:
Beginning Balance $ 206 $ 1,546 $ 177 $ 1,372 $ 23 $ 3,324
Provision (Recovery) 22 ( 235 ) 181 393 3 364
Ending Balance $ 228 $ 1,311 $ 358 $ 1,765 $ 26 $ 3,688
Total Allowance for Credit Losses $ 23,688 $ 8,473 $ 8,394 $ 17,432 $ 541 $ 58,528
Included within the above allowance, in the tables above, are loans which management has individually evaluated to determine an allowance for credit losses. The following table summarizes, by segment, the loan balance and specific allowance allocation for those loans which have been individually evaluated.
September 30, 2025 December 31, 2024
Loan Balance Specific Allocations Loan Balance Specific Allocations
(Dollars in thousands)
Real Estate Loans:
Commercial $ 6,014 $ 625 $ 42,407 $ 3,529
Construction 16,793 1,624 11,777 975
Residential 3,058 250 11,012 519
Total Real Estate Loans 25,865 2,499 65,196 5,023
Commercial 15,267 5,443 99,234 2,505
Consumer and Other - - - -
Total $ 41,132 $ 7,942 $ 164,430 $ 7,528
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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Credit Quality Indicators
We utilize a risk grading matrix to assign a risk grade to each of our commercial loans. Loans are graded on a scale of 10 to 80. Individual loan officers review updated financial information, which may include credit scores, financial statements, collateral valuations and other borrower information, for all pass grade (10-45) loans to reassess the risk grade, generally on at least an annual basis.
When a loan has a risk grade of 50, it is considered to be on management's “watch list,” and subject to additional and more frequent monitoring by both the loan officer and senior credit and risk personnel. Loans graded 60 or higher have exhibited potential or actual credit weakness that makes their full collection uncertain and are considered classified loans, consisting of substandard (60), doubtful (70) and loss (80) categories. Generally, loans that are classified are assigned special assets personnel for ongoing monitoring and resolution.
The following tables set forth the credit quality indicators, disaggregated by loan segment, as of September 30, 2025, and December 31, 2024:
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September 30, 2025
Criticized
Pass
(Risk Grade 10-45) Special Mention
(Risk Grade 50) Substandard
(Risk Grade 60) Doubtful
(Risk Grade 70) Loss
(Risk Grade 80) Total Current Period Charge-
offs
(Dollars in thousands)
Real Estate: Commercial
Originated in 2025 $ 206,715 $ 1,258 $ - $ - $ - $ 207,973 $ -
Originated in 2024 271,863 11,383 14,685 - - 297,931 -
Originated in 2023 204,943 25,232 816 - - 230,991 -
Originated in 2022 667,463 47,767 3,674 - - 718,904 1,412
Originated in 2021 382,625 196 458 - - 383,279 2
Originated Prior to 2021 551,108 8,976 5,297 590 - 565,971 -
Revolving 55,078 - - - - 55,078 264
Revolving Loans Converted to Term 2,290 200 - - - 2,490 -
Total Real Estate: Commercial $ 2,342,085 $ 95,012 $ 24,930 $ 590 $ - $ 2,462,617 $ 1,678
Real Estate: Construction
Originated in 2025 $ 110,201 $ - $ - $ - $ - $ 110,201 $ -
Originated in 2024 180,228 6,521 475 - - 187,224 -
Originated in 2023 54,958 3,561 1,172 - - 59,691 -
Originated in 2022 114,312 5,151 367 - - 119,830 1
Originated in 2021 27,841 3,056 1,730 - - 32,627 -
Originated Prior to 2021 58,246 1,730 1,934 - - 61,910 19
Revolving 66,804 397 - - - 67,201 -
Revolving Loans Converted to Term 223 - - - - 223 -
Total Real Estate: Construction $ 612,813 $ 20,416 $ 5,678 $ - $ - $ 638,907 $ 20
Real Estate: Residential
Originated in 2025 $ 67,338 $ - $ - $ - $ - $ 67,338 $ -
Originated in 2024 82,876 - 217 - - 83,093 -
Originated in 2023 87,231 - 1,238 - - 88,469 -
Originated in 2022 245,270 1,011 1,664 2 - 247,947 8
Originated in 2021 151,250 162 460 - - 151,872 -
Originated Prior to 2021 159,666 7,282 6,453 45 - 173,446 113
Revolving 109,014 37 2,131 - - 111,182 115
Revolving Loans Converted to Term 4,079 - 30 - - 4,109 -
Total Real Estate: Residential $ 906,724 $ 8,492 $ 12,193 $ 47 $ - $ 927,456 $ 236
Commercial
Originated in 2025 $ 318,772 $ 603 $ 56 $ - $ - $ 319,431 $ 3
Originated in 2024 269,478 7,189 1,424 - - 278,091 182
Originated in 2023 191,511 2,360 2,905 50 - 196,826 133
Originated in 2022 148,108 16,663 12,023 - - 176,794 1,139
Originated in 2021 76,323 1,857 2,403 15 - 80,598 421
Originated Prior to 2021 97,866 1,770 3,513 60 - 103,209 694
Revolving 698,673 26,208 1,237 - - 726,118 -
Revolving Loans Converted to Term 31,741 1,465 6,540 - - 39,746 -
Total Commercial $ 1,832,472 $ 58,115 $ 30,101 $ 125 $ - $ 1,920,813 $ 2,572
Consumer and Other
Originated in 2025 $ 9,075 $ - $ - $ - $ - $ 9,075 $ 729
Originated in 2024 8,072 - 17 - - 8,089 33
Originated in 2023 4,380 - 49 - - 4,429 70
Originated in 2022 3,070 - 34 - - 3,104 89
Originated in 2021 1,275 - 71 - - 1,346 48
Originated Prior to 2021 21,999 - 134 - - 22,133 12
Revolving 22,456 - 181 - - 22,637 497
Revolving Loans Converted to Term 449 - - - - 449 -
Total Consumer and Other $ 70,776 $ - $ 486 $ - $ - $ 71,262 $ 1,478
Total Loans $ 5,764,870 $ 182,035 $ 73,388 $ 762 $ - $ 6,021,055 $ 5,984
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
Criticized
Pass
(Risk Grade 10-45) Special Mention
(Risk Grade 50) Substandard
(Risk Grade 60) Doubtful
(Risk Grade 70) Loss
(Risk Grade 80) Total Current Period Charge-
offs
(Dollars in thousands)
Real Estate: Commercial
Originated in 2024 $ 300,564 $ - $ 15,271 $ - $ - $ 315,835 $ -
Originated in 2023 223,301 22,051 135 - - 245,487 -
Originated in 2022 752,449 40,646 - - - 793,095 2
Originated in 2021 400,133 5,861 470 - - 406,464 -
Originated in 2020 147,800 1,853 635 - - 150,288 5
Originated Prior to 2020 508,370 4,779 6,557 851 - 520,557 ( 270 )
Revolving 50,813 195 480 - - 51,488 -
Revolving Loans Converted to Term 9 - - - - 9 -
Total Real Estate: Commercial $ 2,383,439 $ 75,385 $ 23,548 $ 851 $ - $ 2,483,223 $ ( 263 )
Real Estate: Construction
Originated in 2024 $ 203,537 $ - $ 402 $ - $ - $ 203,939 $ -
Originated in 2023 86,505 - 586 - - 87,091 46
Originated in 2022 176,301 2,886 2,188 - - 181,375 278
Originated in 2021 86,514 - 3,522 - - 90,036 1,937
Originated in 2020 26,646 - 14 - - 26,660 -
Originated Prior to 2020 23,696 154 1,990 - - 25,840 -
Revolving 54,990 396 - - - 55,386 -
Revolving Loans Converted to Term 175 - - - - 175 -
Total Real Estate: Construction $ 658,364 $ 3,436 $ 8,702 $ - $ - $ 670,502 $ 2,261
Real Estate: Residential
Originated in 2024 $ 80,126 $ - $ 225 $ - $ - $ 80,351 $ 2
Originated in 2023 102,618 175 244 - - 103,037 3
Originated in 2022 228,784 1,179 1,200 8 - 231,171 12
Originated in 2021 145,072 205 - - - 145,277 1
Originated in 2020 69,222 315 555 9 - 70,101 2
Originated Prior to 2020 133,993 1,122 6,170 234 - 141,519 73
Revolving 111,452 167 1,091 - - 112,710 204
Revolving Loans Converted to Term 367 - - - - 367 -
Total Real Estate: Residential $ 871,634 $ 3,163 $ 9,485 $ 251 $ - $ 884,533 $ 297
Commercial
Originated in 2024 $ 399,093 $ 223 $ 4,308 $ - $ - $ 403,624 $ 1
Originated in 2023 286,436 1,385 2,301 - - 290,122 76
Originated in 2022 235,534 8,471 1,611 - - 245,616 459
Originated in 2021 178,248 2,562 1,684 - - 182,494 276
Originated in 2020 81,809 41 707 - - 82,557 97
Originated Prior to 2020 100,096 2,526 629 300 - 103,551 77
Revolving 546,947 10,771 2,671 - - 560,389 -
Revolving Loans Converted to Term 322 - - - - 322 -
Total Commercial $ 1,828,485 $ 25,979 $ 13,911 $ 300 $ - $ 1,868,675 $ 986
Consumer and Other
Originated in 2024 $ 12,084 $ - $ 8 $ - $ - $ 12,092 $ 32
Originated in 2023 7,118 - 33 - - 7,151 84
Originated in 2022 4,646 - 18 - - 4,664 427
Originated in 2021 2,195 - 49 - - 2,244 4
Originated in 2020 1,183 - 60 - - 1,243 31
Originated Prior to 2020 22,352 - 64 - - 22,416 40
Revolving 24,474 - 137 - - 24,611 1,774
Revolving Loans Converted to Term 45 - - - - 45 -
Total Consumer and Other $ 74,097 $ - $ 369 $ - $ - $ 74,466 $ 2,392
Total Loans $ 5,816,019 $ 107,963 $ 56,015 $ 1,402 $ - $ 5,981,399 $ 5,673
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The above classifications follow regulatory guidelines and can generally be described as follows:
• Pass loans are of satisfactory quality.
• Special mention loans have an existing weakness that could cause future impairment, including the deterioration of financial ratios, past due status, questionable management capabilities and possible reduction in the collateral values.
• Substandard loans have an existing specific and well-defined weakness that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.
• Doubtful loans have specific weaknesses that are severe enough to make collection or liquidation in full highly questionable and improbable.
As of September 30, 2025, and December 31, 2024, loan balances outstanding more than 90 days past due and still accruing interest amounted to $ 3.9 million and $ 860,000 , respectively. As of September 30, 2025, and December 31, 2024, loan balances outstanding on nonaccrual status amounted to $ 45.4 million and $ 24.1 million, respectively. The Bank considers all loans more than 90 days past due as nonperforming loans.
The following tables provide an analysis of the aging of loans and leases as of September 30, 2025, and December 31, 2024. All loans greater than 90 days past due are generally placed on nonaccrual status.
Aged Analysis of Past Due Loans Receivable
September 30, 2025
(Dollars in thousands)
30-59 Days
Past Due 60-89 Days
Past Due Greater
Than 90 Days
Past Due Total
Past Due Current Total Loans
Receivable Recorded
Investment Over
90 Days Past Due
and Still Accruing
Real Estate Loans:
Commercial $ 601 $ 500 $ 10,694 $ 11,795 $ 2,450,822 $ 2,462,617 $ 1,809
Construction 5,262 11 3,930 9,203 629,704 638,907 -
Residential 2,230 1,388 8,712 12,330 915,126 927,456 494
Total Real Estate Loans 8,093 1,899 23,336 33,328 3,995,652 4,028,980 2,303
Commercial 2,322 483 23,015 25,820 1,894,993 1,920,813 1,617
Consumer and Other 744 240 165 1,149 70,113 71,262 9
Total $ 11,159 $ 2,622 $ 46,516 $ 60,297 $ 5,960,758 $ 6,021,055 $ 3,929
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December 31, 2024
(Dollars in thousands)
30-59 Days
Past Due 60-89 Days
Past Due Greater
Than 90 Days
Past Due Total
Past Due Current Total Loans
Receivable Recorded
Investment Over
90 Days Past Due
and Still Accruing
Real Estate Loans:
Commercial $ 6,688 $ 303 $ 3,035 $ 10,026 $ 2,473,197 $ 2,483,223 $ -
Construction 1,700 594 4,600 6,894 663,608 670,502 -
Residential 2,631 786 5,174 8,591 875,942 884,533 482
Total Real Estate Loans 11,019 1,683 12,809 25,511 4,012,747 4,038,258 482
Commercial 8,741 1,075 7,674 17,490 1,851,185 1,868,675 240
Consumer and Other 177 48 262 487 73,979 74,466 138
Total $ 19,937 $ 2,806 $ 20,745 $ 43,488 $ 5,937,911 $ 5,981,399 $ 860
The following table presents non-accrual loans by segment as of September 30, 2025, and December 31, 2024, respectively.
September 30,
2025 December 31,
2024
(Dollars in thousands)
Real Estate Loans:
Commercial $ 8,989 $ 3,621
Construction 4,039 5,251
Residential 10,250 7,078
Total Real Estate Loans 23,278 15,950
Commercial 21,907 8,039
Consumer and Other 177 158
Total $ 45,362 $ 24,147
The Bank had $ 11.5 million and $ 2.4 million as of September 30, 2025 and December 31, 2024, respectively, in non-accrual loans with no specific allowance allocation.
The Bank seeks to assist customers that are experiencing financial difficulty by renegotiating loans within lending regulations and guidelines. The Bank makes loan modifications, primarily utilizing internal renegotiation programs via direct customer contact, that manage customers’ debt exposures held only by the Bank. Additionally, the Bank makes loan modifications with customers who have elected to work with external renegotiation agencies and these modifications provide solutions to customers’ entire unsecured debt structures. During the periods ended September 30, 2025, and December 31, 2024, the concessions granted to certain borrowers included extending the payment due dates and offering below market contractual interest rates, and were not significant to the consolidated financial statements.
Accrued interest receivable of $ 3.0 million and $ 3.4 million was outstanding as of September 30, 2025, and December 31, 2024, respectively, for all loan deferrals, primarily attributable to the COVID-19 pandemic and, to a much lesser extent, hurricanes which occurred in 2020 and 2021. These loans are no longer within their deferral periods. The accrued interest on the loans is due at their maturity.
At September 30, 2025 and December 31, 2024, accrued interest receivable on loans was $ 32.7 million and $ 30.9 million, respectively, and included within accrued interest receivable on the consolidated balance sheets.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 – Long Term Debt –
During the quarter ended March 31, 2025, the Company redeemed $ 7.0 million of its $ 52.5 million subordinated debt that matures in 2031. As part of the redemption, the Company recognized a $ 630,000 gain on the extinguishment of this debt.
Note 8 – Federal Home Loan Bank ( “ FHLB ” ) Borrowings –
The Company had outstanding advances from the FHLB of $ 367.4 million and $ 355.9 million as of September 30, 2025, and December 31, 2024, respectively, consisting of:
One fixed rate loan with an original principal balance of $ 60.0 million. The loan was made in 2021 and the balance at September 30, 2025 and December 31, 2024 was $ 14.2 million and $ 23.3 million, respectively, with interest at 0.89 %. Principal and interest payments are due monthly and the loan matures in November 2026.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.65 % paid monthly. Principal is due at maturity in January 2026.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.56 % paid monthly. Principal is due at maturity in July 2026.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.13 % paid monthly. Principal is due at maturity in October 2028. This advance has put options beginning in October 2024.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 3.92 % paid monthly. Principal is due at maturity in October 2030. This advance has put options beginning in October 2024.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 3.72 %paid monthly. Principal is due at maturity in October 2033. This advance has put options beginning in October 2024.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 3.57 % paid monthly. Principal is due at maturity in October 2033. This advance has put options beginning in October 2024.
One fixed rate loan with an original principal balance of $ 10.0 million. The loan was made in 2020 and was acquired during the Oakwood acquisition. The balance at September 30, 2025, and December 31, 2024, was $ 169,000 and $ 1.7 million, respectively, with interest at 0.52 %. Principal and interest payments are due monthly and the loan matures in October 2025.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.84 % paid monthly. Principal is due at maturity in December 2026.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.78 % paid monthly. Principal is due at maturity in September 2027.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.73 % paid monthly. Principal is due at maturity in March 2028.
One fixed rate loan of $ 25.0 million at both September 30, 2025, and December 31, 2024, with interest at 4.69 % paid monthly. Principal is due at maturity in September 2028.
One short term, fourteen-day , fixed rate loan of $ 103.0 million at September 30, 2025, with interest at 4.13 %. Principal and interest was due and paid at maturity in October 2025.
One fixed rate loan of $ 875,000 at December 31, 2024, that was acquired during the TCBI acquisition, with interest at 4.88 % paid monthly. Principal was due, and paid, at maturity in April 2025.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
One fixed rate loan of $ 25.0 million at December 31, 2024, with interest at 4.89 % paid monthly. Principal was due, paid and renewed at maturity in July 2025.
One short term, fifteen-day , fixed rate loan of $ 55.0 million at December 31, 2024, with interest at 4.38 %. Principal and interest was due, paid and rolled into a $ 30.0 million renewal, at maturity in January 2025. The renewal was also paid in January 2025.
The Company had an additional $ 1.4 billion remaining on the FHLB line availability at September 30, 2025.
Note 9 – Other Income and Other Expense –
The Company has a single reportable operating segment which is presented as the Consolidated Statements of Income. An analysis of other income for the Company's single reportable operating segment is as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
(Dollars in thousands) (Dollars in thousands)
Debit Card and ATM Fee Income $ 1,915 $ 1,864 $ 5,731 $ 5,590
Cash Value of Life Insurance Income 802 679 2,368 1,885
Fees and Brokerage Commissions 1,880 1,968 6,008 5,780
Pass-Through Income from SBIC and Fintech Partnerships 133 336 638 1,022
Gain on Extinguishment of Debt - - 630 -
Gain on Sale of Branch - - 3,360 -
Swap Fee Income 1,065 937 2,612 1,451
Other 2,610 2,158 7,217 6,202
Total Other Income $ 8,405 $ 7,942 $ 28,564 $ 21,930
An analysis of other expenses for the Company's single reportable operating segment is as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
(Dollars in thousands) (Dollars in thousands)
Advertising and Promotions $ 1,205 $ 1,057 $ 3,584 $ 3,168
Communications 582 553 1,763 1,667
Ad Valorem Shares Tax 1,125 900 3,375 2,700
Data Processing Fees 3,972 2,881 12,529 8,101
Directors' Fees 261 245 733 795
Insurance 420 447 1,248 1,559
Legal and Professional Fees 1,024 873 3,130 2,781
Office Supplies and Printing 286 253 897 819
Regulatory Assessments 1,142 1,031 3,332 2,947
Merger and Conversion Costs 477 319 937 1,068
Other 3,491 3,186 11,909 9,759
Total Other Expenses $ 13,985 $ 11,745 $ 43,437 $ 35,364
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Leases –
The Bank leases certain branch offices through non-cancelable operating leases with terms that range from one to ten years and contain various renewal options for certain of the leases. Certain leases provide for increases in minimum monthly rental payments as defined by the lease agreement. Rental expense under these agreements was $ 6.4 million and $ 4.5 million for the nine months ended September 30, 2025, and 2024, respectively. At September 30, 2025, the Company had a weighted average lease term of 6.1 years and a weighted average discount rate of 3.86 %.
Future minimum lease payments under these leases are as follows:
(Dollars in thousands)
October 1, 2025 through December 31, 2025 $ 1,547
January 1, 2026 through December 31, 2026 5,856
January 1, 2027 through December 31, 2027 5,595
January 1, 2028 through December 31, 2028 5,113
January 1, 2029 through December 31, 2029 4,360
January 1, 2030 and Thereafter 9,608
Total Future Minimum Lease Payments 32,079
Less Imputed Interest ( 3,680 )
Present Value of Lease Liabilities $ 28,399
Note 11 – Commitments and Contingencies –
In the normal course of business, the Bank is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit which are not included in the accompanying financial statements. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet.
The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual amount of those instruments. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit. The Bank uses the same credit policies in making such commitments and conditional obligations as it does for instruments that are included in the balance sheet. In the normal course of business, the Bank has made commitments to extend credit of approximately $ 1.6 billion and $ 1.4 billion at September 30, 2025, and December 31, 2024, respectively, and standby and commercial letters of credit of approximately $ 50.1 million and $ 50.0 million at September 30, 2025 and December 31, 2024, respectively. As discussed in Note 6, we have a reserve for unfunded loan commitments of $ 4.8 million and $ 3.7 million at September 30, 2025 and December 31, 2024, respectively.
In the normal course of business, the Bank is involved in various legal proceedings. In the opinion of management and counsel, the disposition or ultimate resolution of such proceedings would not have a material adverse effect on the Bank’s financial statements.
Note 12– Fair Value of Financial Instruments –
Fair Value Disclosures
The Company groups its financial assets and liabilities measured at fair value in three levels. Fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
• Level 1 – Includes the most reliable sources and includes quoted prices in active markets for identical assets or liabilities.
• Level 2 – Includes observable inputs. Observable inputs include inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) as well as inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
• Level 3 – Includes unobservable inputs and should be used only when observable inputs are unavailable.
Recurring Basis
Fair values of investment securities available for sale were primarily measured using information from a third-party pricing service. This pricing service provides information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data from market research publications.
The fair values of mortgage loans held for sale are based on commitments on hand from investors within the secondary market for loans with similar characteristics.
The following tables present the balance of assets and liabilities measured on a recurring basis as of September 30, 2025, and December 31, 2024. The Company did not record any liabilities at fair value for which measurement of the fair value was made on a recurring basis.
Fair Value Level 1 Level 2 Level 3
(Dollars in thousands)
September 30, 2025
Available for Sale:
U.S. Treasury Securities $ 17,154 $ - $ 17,154 $ -
U.S. Government Agency Securities 9,821 - 9,821 -
Corporate Securities 40,566 - 32,138 8,428
Mortgage-Backed Securities 635,698 - 635,698 -
Municipal Securities 282,699 - 259,277 23,422
Loans Held for Sale 433 - 433 -
Total $ 986,371 $ - $ 954,521 $ 31,850
December 31, 2024
Available for Sale:
U.S. Treasury Securities $ 16,675 $ - $ 16,675 $ -
U.S. Government Agency Securities 9,588 - 9,588 -
Corporate Securities 45,165 - 32,665 12,500
Mortgage-Backed Securities 537,738 - 537,738 -
Municipal Securities 284,383 - 259,666 24,717
Loans Held for Sale 717 - 717 -
Total $ 894,266 $ - $ 857,049 $ 37,217
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the Company's ability to observe inputs to the valuation may cause reclassification of certain assets or liabilities within the fair value hierarchy. The table below provides a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs, or Level 3 inputs, as of September 30, 2025, and December 31, 2024.
Municipal Corporate
Securities Securities
(Dollars in thousands)
Balance at December 31, 2023 $ 20,847 $ 7,968
Realized Gains (Losses) Included in Net Income - -
Unrealized Gains (Losses) Included in Other Comprehensive Loss ( 2,339 ) 782
Purchases 9,938 5,000
Sales - -
Maturities, Prepayments, and Calls ( 3,729 ) ( 1,250 )
Transfers Into Level 3 - -
Transfers Out of Level 3 - -
Balance at December 31, 2024 24,717 12,500
Realized Gains (Losses) Included in Net Income - -
Unrealized Gains (Losses) Included in Other Comprehensive Loss 2,421 ( 72 )
Purchases - -
Sales - -
Maturities, Prepayments, and Calls ( 3,716 ) -
Transfers Into Level 3 - -
Transfers Out of Level 3 - ( 4,000 )
Balance at September 30, 2025 $ 23,422 $ 8,428
The following table provides quantitative information about significant unobservable inputs used in fair value measurements of Level 3 assets measured at fair value on a recurring basis at September 30, 2025.
Estimated Valuation Unobservable Range of
Fair Value Technique Inputs Discounts
(Dollars in thousands)
September 30, 2025
Municipal Securities $ 23,422 Present Value of Expected Future Cash Flow Model Liquidity Premium 1 %
Corporate Securities 8,428 Present Value of Expected Future Cash Flow Model Liquidity Premium 2 %
Nonrecurring Basis
The Company has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The Company did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis.
The fair value of the individually evaluated loans is measured at the fair value of the collateral for collateral-dependent loans. Individually evaluated loans are Level 3 assets measured using appraisals from external parties of the collateral less any prior liens and adjusted for estimated selling costs. Adjustments may be made by management based on a
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
customized internally developed discounting matrix. Repossessed assets are initially recorded at fair value less estimated cost to sell, which is generally 10 %. The fair value of repossessed assets is based on property appraisals and an analysis of similar properties available. As such, the Bank records repossessed assets as Level 3.
Fair Value Level 1 Level 2 Level 3
(Dollars in thousands)
September 30, 2025
Assets:
Individually Evaluated Loans $ 23,723 $ - $ - $ 23,723
Other Nonperforming Assets 16,766 - - 16,766
Total $ 40,489 $ - $ - $ 40,489
December 31, 2024
Assets:
Individually Evaluated Loans $ 62,138 $ - $ - $ 62,138
Other Nonperforming Assets 5,529 - - 5,529
Total $ 67,667 $ - $ - $ 67,667
Fair Value Financial Instruments
The fair value of a financial instruments 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. In accordance with GAAP, certain financial instruments and all non-financial instruments are excluded from these disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash and Short-Term Investments – For those short-term instruments, the carrying amount is a reasonable estimate of fair value.
Securities Purchased Under Agreements to Resell - The carrying amount approximates its fair value.
Securities – Fair value of securities is based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.
Loans – The fair value for loans is estimated using discounted cash flow analyses, with interest rates currently being offered for similar loans to borrowers with similar credit rates. Loans with similar classifications are aggregated for purposes of the calculations. The allowance for loan losses, which was used to measure the credit risk, is subtracted from loans.
Cash Value of Bank-Owned Life Insurance (“BOLI”) – The carrying amount approximates its fair value.
Other Equity Securities – The carrying amount approximates its fair value.
Deposits – The fair value of demand deposits and certain money market deposits is the amount payable at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using discounted cash flow analyses, with interest rates currently offered for deposits of similar remaining maturities.
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Borrowings – The fair value of FHLB advances and other long-term borrowings is estimated using the rates currently offered for advances of similar maturities. The carrying amount of short-term borrowings maturing within ninety days approximates the fair value.
Commitments to Extend Credit and Standby and Commercial Letters of Credit – The fair values of commitments to extend credit and standby and commercial letters of credit do not differ significantly from the commitment amount and are therefore omitted from this disclosure.
The estimated approximate fair values of the Bank’s financial instruments as of September 30, 2025, and December 31, 2024 are as follows:
Carrying
Amount Total
Fair Value Level 1 Level 2 Level 3
(Dollars in thousands)
September 30, 2025
Financial Assets:
Cash and Short-Term Investments $ 500,182 $ 500,182 $ 500,182 $ - $ -
Securities Purchased Under Agreements to Resell 25,518 25,518 - 25,518 -
Securities 985,938 985,938 - 954,088 31,850
Loans Held for Sale 433 433 - 433 -
Loans - Net 5,963,993 5,934,159 - - 5,934,159
Cash Value of BOLI 119,509 119,509 - 119,509 -
Other Equity Securities 44,313 44,313 - - 44,313
Total $ 7,639,886 $ 7,610,052 $ 500,182 $ 1,099,548 $ 6,010,322
Financial Liabilities:
Deposits $ 6,506,862 $ 6,505,789 $ - $ - $ 6,505,789
Borrowings 494,891 495,954 - 495,954 -
Total $ 7,001,753 $ 7,001,743 $ - $ 495,954 $ 6,505,789
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Carrying
Amount Total
Fair Value Level 1 Level 2 Level 3
(Dollars in thousands)
December 31, 2024
Financial Assets:
Cash and Short-Term Investments $ 516,767 $ 516,767 $ 516,767 $ - $ -
Securities Purchased Under Agreements to Resell 50,835 50,835 - 50,835 -
Securities 893,549 893,549 - 856,332 37,217
Loans Held for Sale 717 717 - 717 -
Loans - Net 5,926,559 5,832,326 - - 5,832,326
Cash Value of BOLI 117,645 117,645 - 117,645 -
Other Equity Securities 41,100 41,100 - - 41,100
Total $ 7,547,172 $ 7,452,939 $ 516,767 $ 1,025,529 $ 5,910,643
Financial Liabilities:
Deposits $ 6,511,331 $ 6,513,709 $ - $ - $ 6,513,709
Borrowings 483,256 465,834 - 465,834 -
Total $ 6,994,587 $ 6,979,543 $ - $ 465,834 $ 6,513,709
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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.