What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-02-26 compared with 2025-03-07 · 152 added, 221 removed, 983 unchanged (28% of the section changed)

15 unchanged sentences

In January 2007, our board of directors adopted an amendment to the 2006 Stock Option Plan which increased the number of available shares under the plan from 450,000 to 1,500,000.

Although our 2006 Stock Option Plan expired on December 22, 2016 and we are no longer permitted to issue additional stock options under this plan, as of December 31, 2024, we had outstanding and unexercised stock options to purchase up to 12,400 shares of our common stock outstanding that have been issued to our executive officers and key personnel and remain subject to the terms and conditions of the 2006 Stock Option Plan until they are exercised or forfeited.

Our 2006 Stock Option Plan expired on December 22, 2016 and we are no longer permitted to issue additional stock options under this plan.

As of December 31, 2025, we had no outstanding and unexercised stock options to purchase our common stock outstanding that had been issued to our executive officers and key personnel.

On June 29, 2017, our shareholders approved the 2017 Equity Incentive Plan (the “2017 Plan”).

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Additionally, the number of shares issuable under the 2017 Plan was increased by 143,908 shares as a result of the assumption of options to purchase shares of TCBI common stock that were converted into options to purchase shares of our common stock in connection with the TCBI acquisition on March 1, 2022.

As of December 31, 2024, we had outstanding and unexercised stock options to purchase up to 15,485 shares of our common stock that have been issued under the 2017 Plan.

The 2017 Plan was combined into the 2024 Equity Incentive Plan, as described below, on August 15, 2025.

On May 23, 2024, our shareholders approved the 2024 Equity Incentive Plan (the “2024 Plan”) which reserved 645,000 shares of common stock, plus any shares available for issuance under the 2017 Plan and any underlying awards outstanding under the 2017 Plan as of the effective date of the 2024 Plan that are terminated or canceled without having been exercised or are forfeited, canceled or repurchased by the Company, for grant, award or issuance to eligible participants, all of which may be subject to incentive stock option treatment.

1 unchanged sentence

In total, the 2024 Plan has reserved 852,293 shares of common stock for grant, award, or issuance to eligible participants, all of which may be subject to incentive stock option treatment.

As of December 31, 2024, there were 160,336 shares of common stock issued under the 2024 Plan to our employees, directors or consultants, of which 152,084 shares are subject to outstanding and unexercised stock options to

purchase shares of our common stock, and 484,664 shares of common stock remain available for grant.

As of December 31, 2025, there were 195,792 shares of common stock issued under the 2024 Plan to our employees, directors or consultants, of which 193,847 shares are subject to outstanding and unexercised stock options to purchase shares of our common stock, and 676,437 shares of common stock remain available for grant.

As of May 23, 2024, there will be no future awards made under the 2017 Plan.

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Recent Sales of Unregistered Securities

Issuer Purchases of Equity Securities

On October 28, 2025, our board of directors approved a stock repurchase program which authorizes Business First to repurchase shares of its common stock with an aggregate purchase price of up to $30,000,000 from time to time, subject to certain limitations and conditions.

The stock repurchase program became effective immediately and will continue until October 28, 2027.

The stock repurchase program does not obligate Business First to repurchase any shares of its common stock.

Business First repurchased 150,504 shares for $3.7 million under the 2025 stock repurchase program between October 28, 2025, and December 31, 2025.

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Maximum number (or approx.

dollar value) of shares yet to be purchased under the plan (in thousands)

October 1 through October 31, 2025

26,956 $ 24.54 26,956 $ 29,339

November 1 through November 30, 2025

123,548 24.85 123,548 26,269

December 1 through December 31, 2025

150,504 $ 24.79 150,504 $ 26,269

Stock Performance Graph

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For additional information about these transactions, See “ Note 3 – Mergers and Acquisitions ” in our audited consolidated financial statements included in Item 8 of this Report.

Bank Term Funding Program ( “ BTFP ” )

On March 12, 2023, the Federal Reserve developed the BTFP, which offered loans to banks with a term of up to one year.

These loans were secured by pledging participating banks’ U.S.

treasuries, agency securities, agency mortgage-backed securities, and other qualifying assets.

These pledged securities were valued at par for collateral purposes.

The Bank participated in the BTFP and had outstanding debt of $300.0 million at December 31, 2023.

These loans bore a fixed rate of 4.38% and matured on March 22, 2024, at which time we repaid them in full.

Federal Reserve Bank ’ s Discount Window

On April 11, 2023, the Bank opened two new lines of credit for additional contingent liquidity, totaling $907.7 million and $1.0 billion as of December 31, 2024 and 2023, respectively, through the Federal Reserve discount window.

On April 11, 2023, the Bank opened two new lines of credit for additional contingent liquidity, totaling $967.3 million and $907.7 million as of December 31, 2025 and 2024, respectively, through the Federal Reserve discount window.

The Bank has not yet drawn on either of the lines of credit as of the date of this report.

Sale of Leesville Banking Center

On August 31, 2023, we sold the Leesville banking center, located in Leesville, Louisiana, to Merchants & Farmers Bank & Trust Company headquartered in Leesville, Louisiana, in accordance with the Branch Purchase and Assumption Agreement dated May 11, 2023.

We maintained the loan portfolio and transferred those loans to other nearby banking centers.

The sale included total deposits of $16.3 million and a pre-tax gain of $945,000.

Acquisition of Waterstone

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Acquisition of Oakwood

On October 1, 2024, we consummated the merger of Oakwood, the parent bank holding company for Oakwood Bank, with and into us, with us continuing as the surviving corporation pursuant to the terms of the Reorganization Agreement.

Immediately following the consummation of the Oakwood acquisition, Oakwood Bank merged with and into us, with us surviving the merger.

On October 1, 2024, we consummated the merger of Oakwood, the parent bank holding company for Oakwood Bank, with and into Business First, with Business First continuing as the surviving corporation pursuant to the terms of the Reorganization Agreement.

Immediately following the consummation of the Oakwood acquisition, Oakwood Bank merged with and into b1BANK, with b1BANK surviving the merger.

Pursuant to the terms of the Reorganization Agreement, upon consummation of the Oakwood acquisition, we issued 3,973,134 shares of our common stock to the former shareholders of Oakwood.

As of September 30, 2024, Oakwood had $863.6 million in total assets, $700.2 million in loans and $741.3 million in total deposits.

Sale of Kaplan Banking Center

On April 4, 2025, we sold the Kaplan banking center, located in Kaplan, Louisiana, to Currency Bank headquartered in Baton Rouge, Louisiana, in accordance with the Branch Purchase and Assumption Agreement dated December 12, 2024.

The sale included $50.7 million in deposits, $2.3 million in loans, and $1.4 million in fixed assets, net of depreciation.

The total deposit premium paid by Currency Bank as consideration was 8.00% of the total deposits assumed at closing resulting in a gain on the sale of $3.4 million.

Acquisition of Progressive

On January 1, 2026, we consummated the merger of Progressive, the parent bank holding company for Progressive Bank, with and into Business First, with Business First continuing as the surviving corporation pursuant to the terms of the Progressive Reorganization Agreement.

Immediately following consummation of the Progressive acquisition, Progressive Bank merged with and into b1BANK, with b1BANK surviving the merger.

Pursuant to the terms of the Progressive Reorganization Agreement, upon consummation of the Progressive acquisition, we issued 3,192,367 shares of our common stock to the former shareholders of Progressive.

As of December 31, 2025, Progressive had $773.8 million in total assets, $597.2 million in loans and $684.9 million in total deposits.

Financial Highlights

The financial highlights as of and for the year ended December 31, 2025 include:

• Total assets of $7.9 billion, a $1.3 billion, or 19.3%, increase from December 31, 2023.

• Total assets of $8.2 billion, a $357.7 million, or 4.6%, increase from December 31, 2024.

• Total loans held for investment of $6.2 billion, a $208.1 million, or 3.5%, increase from December 31, 2024.

• Total deposits of $6.5 billion, a $1.3 billion, or 24.1%, increase from December 31, 2023.

• Net income available to common shareholders of $59.7 million, a $5.9 million, or 9.0%, decrease from the year ended December 31, 2023.

• Total deposits of $6.7 billion, a $187.3 million, or 2.9%, increase from December 31, 2024.

• Net income available to common shareholders of $82.5 million, a $22.8 million, or 38.1%, increase from the year ended December 31, 2024.

• Net interest income of $273.2 million, a $45.8 million, or 20.1%, increase from the year ended December 31, 2024.

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For the year ended December 31, 2025, net income available to common shareholders was $82.5 million, or $2.81 per basic common share and $2.79 per diluted common share, compared to net income available to common shareholders of $59.7 million, or $2.27 per basic common share and $2.26 per diluted common share, for the year ended December 31, 2024.

Return to common shareholders on average assets decreased to 0.86% for the year ended December 31, 2024 from 1.04% for the year ended December 31, 2023.

Return to common shareholders on average common equity decreased to 9.54% for the year ended December 31, 2024, as compared to 12.36% for the year ended December 31, 2023.

Return to common shareholders on average assets increased to 1.05% for the year ended December 31, 2025 from 0.86% for the year ended December 31, 2024.

Return to common shareholders on average common equity increased to 10.59% for the year ended December 31, 2025, as compared to 9.54% for the year ended December 31, 2024.

Net Interest Income

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The average yield on the loan portfolio was 6.96%, for the year ended December 31, 2025, compared to 7.03% for the year ended December 31, 2024, and the average yield on total interest-earning assets was 6.28% for the year ended December 31, 2025, compared to 6.35% for the year ended December 31, 2024.

For the year ended December 31, 2024, overall cost of funds (which includes noninterest-bearing deposits) increased 58 basis points compared to the year ended December 31, 2023.

For the year ended December 31, 2025, overall cost of funds (which includes noninterest-bearing deposits) decreased 25 basis points compared to the year ended December 31, 2024.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts.

The table also sets forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods.

Interest earned

on loans that are classified as nonaccrual is not recognized in income;

Interest earned on loans that are classified as nonaccrual is not recognized in income;

however, the balances are reflected in average outstanding balances for the period.

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2025 2024 2023

Average Outstanding

(Dollars in thousands) Average Outstanding

Balance Interest Earned/Interest

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Paid Average Yield/Rate

(Dollars in thousands)

Interest-earning assets:

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Securities 962,566 29,016 3.01 907,736 24,502 2.70 898,771 20,125 2.24

Securities purchased under agreements to resell 33,178 1,692 5.10 13,657 757 5.54 — — —

Interest-bearing deposits in other banks 383,504 15,106 3.94 287,474 14,950 5.20 180,997 9,875 5.46

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Advances from FHLB 400,849 16,973 4.23 317,462 13,164 4.15 329,726 13,702 4.16

First National Bankers Bank ("FNBB") Line of Credit - - - - - - 2,500 121 4.84

Other borrowings 23,337 605 2.59 19,464 494 2.54 21,825 522 2.39

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For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.

For the Year Ended December 31, 2024 compared to the Year

Ended December 31, 2023

Increase (Decrease) due to change in

Volume Rate Total

(Dollars in thousands)

Interest-earning assets:

Total loans $ 32,891 $ 18,337 $ 51,228

Securities 620 4,514 5,134

Interest-bearing deposits in other banks 5,537 (462) 5,075

Total increase in interest income $ 39,048 $ 22,389 $ 61,437

Interest-bearing liabilities:

Interest-bearing deposits $ 32,108 $ 26,078 $ 58,186

Subordinated debt (296) 367 71

Subordinated debt - trust preferred securities - 17 17

Bank Term Funding Program (8,135) (390) (8,525)

Advances from FHLB (509) (29) (538)

Other borrowings (60) 32 (28)

Total increase in interest expense 23,108 26,075 49,183

Increase (decrease) in net interest income $ 15,940 $ (3,686) $ 12,254

For the Year Ended December 31, 2023 compared to the Year

Ended December 31, 2022

Increase (Decrease) due to change in

Volume Rate Total

(Dollars in thousands)

Years Ended December 31, 2025 / 2024

Increase (Decrease) due to change in Increase (Decrease) due to change in

(Dollars in thousands) Volume Rate Total Volume Rate Total

Interest-earning assets:

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Securities 1,644 2,870 4,514 (137) 4,514 4,377

Securities purchased under agreements to resell 996 (61) 935 757 — 757

Interest-bearing deposits in other banks 3,783 (3,627) 156 5,537 (462) 5,075

Total increase in interest income $ 58,148 $ 59,065 $ 117,213

Total increase (decrease) in interest income $ 54,845 $ (4,598) $ 50,247 $ 39,048 $ 22,389 $ 61,437

Interest-bearing liabilities:

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Advances from FHLB 3,531 278 3,809 (509) (29) (538)

FNBB Line of Credit - (121) (121)

Other borrowings 100 11 111 (60) 32 (28)

Total increase in interest expense 30,422 71,239 101,661

Total increase (decrease) in interest expense 23,789 (19,322) 4,467 23,108 26,075 49,183

Increase (decrease) in net interest income $ 31,056 $ 14,724 $ 45,780 $ 15,940 $ (3,686) $ 12,254

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For a description of the factors taken into account by management in determining the allowance for credit losses see “— Financial Condition — Allowance for Credit Losses .” The provision for credit losses was $11.3 million and $10.9 million for the years ended December 31, 2025 and 2024, respectively.

The higher provision during the year ended December 31, 2024 compared to 2023 relates primarily to the acquisition of Oakwood, and, to a lesser extent, increases from organic loan growth and non-performing loans.

Noninterest Income ( “ Other Income ” )

Our primary sources of noninterest income are service charges on deposit accounts, debit card and automated teller machine (“ATM”) fee income, income from bank-owned life insurance, fees and brokerage commissions, loan sales, swap fee income, and pass-through income from other investments (small business investment company (“SBIC”) partnerships and financial technology (“Fintech”) funds).

and financial technology (“Fintech”) funds).

The following table presents, for the periods indicated, the major categories of noninterest income:

For the Years Ended December 31,

2024 2023 Increase (Decrease)

(Dollars in thousands)

(Dollars in thousands) 2025 2024 Increase (Decrease)

Noninterest income:

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Gain on sales of loans 3,438 2,973 465

Gain (loss) on sales of investment securities 7 (2,565) 2,572

Gain on sales of investment securities 64 7 57

Fees and brokerage commissions 8,180 7,844 336

Mortgage origination income 401 238 163

Correspondent bank income 715 456 259

Gain on sales of other real estate owned 570 89 481

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The components of noninterest income with significant fluctuations compared to the prior year period were as follows:

Service charges on deposit accounts .

We earn fees from our customers for deposit-related services, and these fees constitute a significant and predictable component of our noninterest income.

Service charges on deposit accounts were $10.6 million for the year ended December 31, 2024, compared to $9.7 million for the 2023, an increase of $873,000, or 9.0%.

Gain on sales of loans.

We had gains on sales of loans of $3.0 million in 2024, compared to $2.0 million in 2023, an increase of $1.0 million, or 50.8%, primarily due to increased SBA loan sale activity.

Gain (loss) on sales of investment securities.

We had net gains on the sales of investment securities of $7,000 in 2024, compared to net losses on the sales of $2.6 million in 2023.

During the fourth quarter of 2023, we sold $71.5 million in securities at a loss, with a weighted average book yield of 1.98% and reinvested the funds into high yielding investments with an average book yield of 5.17%, locking in higher yields and keeping consistent, the duration and overall portfolio weighted average life.

We had gains on sales of loans of $3.4 million in 2025, compared to $3.0 million in 2024, an increase of $465,000, or 15.6%, primarily due to increased SBA loan sale activity.

Gain on sales of other real estate owned.

We had net gains on the sales or other real estate owned of $89,000 in 2024, compared to $646,000 in 2023, a decrease of $557,000.

The majority of the gains on sale of other real estate in 2023 resulted from the sale of two properties at a total gain of $511,000.

We had net gains on the sales or other real estate owned of $570,000 in 2025, compared to $89,000 in 2024, an increase of $481,000.

The majority of the gains on sale of other real estate was due to one property which sold at a gain of $515,000.

Loss on sales of other assets.

We had net losses on the sales of other assets of $839,000 in 2025, compared to $15,000 in 2024, a decrease of $824,000.

The losses in 2025 were due to the disposals of assets that were no longer in service or retired during the year.

Gain on sale of banking center.

We sold a banking center located in Leesville, Louisiana that resulted in a gain of $945,000 during 2023.

We sold a banking center located in Kaplan, Louisiana that resulted in a gain of $3.4 million during 2025.

Gain on extinguishment of debt.

We extinguished $8.9 million in subordinated debt resulting in a gain on the extinguishment of debt of $1.5 million during 2023.

We extinguished $7.0 million in subordinated debt resulting in a gain on the extinguishment of debt of $630,000 during 2025.

Swap fee income.

We had swap fee income from back-to-back interest rate swaps in the amount of $2.7 million in 2024, compared to $964,000 during 2023, an increase of $1.8 million, or 184.1%.

This category includes a variety of other income producing activities, including wire transfer fees, insurance commissions and credit card income.

Other income increased $2.5 million, or 53.0%, for the year ended December 31, 2024, compared to the same period in 2023.

We had swap fee income from back-to-back interest rate swaps in the amount of $4.4 million in 2025, compared to $2.7 million during 2024, an increase of $1.7 million, or 61.3%.

This category includes a variety of other income producing activities, including wire transfer fees and credit card income.

Other income increased $861,000, or 10.8%, for the year ended December 31, 2025, compared to the same period in 2024.

Noninterest Expense ( “ Other Expense ” )

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For the Years Ended December 31,

2024 2023 Increase (Decrease)

(Dollars in thousands)

(Dollars in thousands) 2025 2024 Increase (Decrease)

Salaries and employee benefits $ 115,853 $ 103,917 $ 11,936

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Salaries and employee benefits were $115.9 million for the year ended December 31, 2025, an increase of $11.9 million, or 11.5%, compared to the same period in 2024.

The increase was primarily due to the acquisitions of Waterstone and Oakwood, additional hires for new positions and our merit increase cycle.

The increase was primarily due to the Oakwood acquisition in late 2024, additional hires for new positions and our merit increase cycle.

As of December 31, 2025, we had 831 full-time equivalent employees, compared to 859 full-time equivalents as of December 31, 2024.

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Occupancy of bank premises .

Occupancy of bank premises expenses were $10.9 million and $9.5 million for the years ended December 31, 2024 and 2023, respectively, an increase of $1.4 million, or 15.0%, which is primarily due to the acquisition of Oakwood.

Occupancy of bank premises expenses were $12.9 million and $10.9 million for the years ended December 31, 2025 and 2024, respectively, an increase of $1.9 million, or 17.7%, which is primarily due to the Oakwood acquisition.

Data processing .

Data processing fees were $15.8 million and $12.0 million for the years ended December 31, 2025 and 2024, respectively, an increase of $3.8 million, or 31.8%.

The increase was attributed to core conversion costs of $1.8 million, as well as the cost of utilizing two core systems until the Oakwood conversion in September 2025.

Merger and conversion related expenses.

Merger and conversion related expenses for the year ended December 31, 2024 was primarily to the acquisitions of Waterstone and Oakwood in 2024.

Merger and conversion related expenses for the year ended December 31, 2025 was primarily to the acquisition of Oakwood and Progressive and for the year ended December 31, 2024 expenses were primarily due to the acquisitions of Waterstone and Oakwood.

This category includes various operating and administrative expenses including business development expenses (i.e.

travel and entertainment, donations and club dues), insurance, supplies and printing, equipment rent, and software support and maintenance.

Other noninterest expense increased $235,000, or 1.1%, for the year ended December 31, 2024 compared to the same period in 2023.

Other noninterest expense increased $4.1 million, or 19.0%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to a full year of Oakwood expenses.

Income Tax Expense

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Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

For the year ended December 31, 2024, income tax expense totaled $17.9 million, an decrease of $1.6 million, or 8.2%, compared to $19.5 million for the same period in 2023.

For the year ended December 31, 2025, income tax expense totaled $22.4 million, an increase of $4.5 million, or 25.1%, compared to $17.9 million for the same period in 2024.

For the years ended December 31, 2025 and 2024, our effective tax rates were 20.4% and 21.6%, respectively.

Financial Condition

Our total assets increased $1.3 billion, or 19.3%, from $6.6 billion as of December 31, 2023 to $7.9 billion as of December 31, 2024, due primarily from the acquisition of Oakwood, increases in our loan portfolio, as well as our cash and cash equivalents due to our increase in deposits.

Our total assets increase d $357.7 million, or 4.6%, from $7.9 billion as of December 31, 2024 to $8.2 billion as of December 31, 2025, due primarily to unrealized gains in our securities portfolio, increases in our loan portfolio, as well as our cash and cash equivalents due to our increase in deposits.

Loan Portfolio

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As of December 31, 2025, total loans, excluding mortgage loans held for sale, were $6.2 billion, an increase of $208.1 million or 3.5%, compared to $6.0 billion as of December 31, 2024.

The increase was primarily due to the acquisition of Oakwood.

Additionally, $717,000 and $835,000 in mortgage loans were classified as loans held for sale as of December 31, 2024 and 2023, respectively.

Additionally, $1.1 million and $717,000 in mortgage loans were classified as loans held for sale as of December 31, 2025 and 2024, respectively.

Total loans held for investment as a percentage of deposits were 92.4% and 91.9% as of December 31, 2025 and 2024, respectively.

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The following table summarizes our loan portfolio by type of loan as of the dates indicated:

As of December 31, 2024 As of December 31, 2023

Amount Percent Amount Percent

(Dollars in thousands)

As of December 31, 2025

As of December 31, 2024

(Dollars in thousands) Amount Percent Amount Percent

Real Estate Loans:

Retail and Wholesale $ 580,974 9.7 % $ 573,725 11.5 %

Hospitality 310,576 5.2 249,027 5.0

Healthcare 218,152 3.6 201,098 4.0

Services 170,747 2.9 155,283 3.1

Energy 98,779 1.7 100,523 2.0

Real estate rental and leasing $ 1,456,484 23.5 % $ 1,565,311 26.2 %

Accommodation and food services 247,951 4.0 300,039 5.0

Other services (except public administration) 160,548 2.6 188,811 3.2

Health care and social assistance 121,850 2.0 128,958 2.2

Finance and insurance 84,592 1.4 65,284 1.1

Construction 63,931 1.0 63,596 1.1

Manufacturing 73,369 1.2 55,288 0.9

Agriculture, forestry, fishing and hunting 42,730 0.7 39,045 0.6

Transportation and warehousing 22,070 0.4 23,305 0.4

Other 337,754 5.4 53,586 0.9

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Total loans held for investment $ 6,189,490 100.0 % $ 5,981,399 100.0 %

As of December 31, 2024 As of December 31, 2023

Amount Percent Amount Percent

(Dollars in thousands)

As of December 31, 2025

As of December 31, 2024

(Dollars in thousands) Amount Percent Amount Percent

Commercial real estate:

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These loans are usually repaid through refinancing, cash flow from the borrower’s ongoing operations, development of the property, or sale of the property.

Commercial loans increased $265.3 million, or 12.0%, to $2.5 billion as of December 31, 2024, from $2.2 billion as of December 31, 2023.

extent, loans to individual clients for construction of single-family homes in our market areas.

Risks associated with these loans include fluctuations in the value of real estate, project completion risk and changes in market trends.

Commercial loans increase d $128.1 million, or 5.2%, to $2.6 billion as of December 31, 2025, from $2.5 billion as of December 31, 2024.

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 our market areas.

Risks associated with these

loans include fluctuations in the value of real estate, project completion risk and changes in market trends.

We are 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 we funded the loan.

Construction loans increased $704,000, or 0.1%, to $670.5 million as of December 31, 2024, from $669.8 million as of December 31, 2023.

Construction loans decrease d $31.4 million, or 4.7%, to $639.1 million as of December 31, 2025, from $670.5 million as of December 31, 2024.

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.

2 unchanged sentences

Repayment of these loans primarily relies on successful rental and management of the property.

Residential loans increased $202.1 million, or 29.6%, to $884.5 million as of December 31, 2024, from $682.4 million as of December 31, 2023.

Residential loans increase d $59.5 million, or 6.7%, to $944.1 million as of December 31, 2025, from $884.5 million as of December 31, 2024.

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.

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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.

Commercial loans increased $509.8 million, or 37.5%, to $1.9 billion as of December 31, 2024, from $1.4 billion as of December 31, 2023.

Commercial loans increase d $53.2 million, or 2.8%, and remained at $1.9 billion as of December 31, 2025 and 2024.

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.

Consumer and other loans increased $10.6 million, or 16.7%, to $74.5 million as of December 31, 2024, from $63.8 million as of December 31, 2023.

Consumer and other loans decrease d $1.2 million, or 1.6%, to $73.2 million as of December 31, 2025, from $74.5 million as of December 31, 2024.

The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with fixed and floating interest rates in each maturity range as of date indicated are summarized in the following tables:

As of December 31, 2025

One Year or Less One Through Five

(Dollars in thousands) One Year or Less One Through Five

Years Five Through Fifteen Years After Fifteen Years Total

(Dollars in thousands)

Real Estate Loans:

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As of December 31, 2024

One Year or Less One Through Five

(Dollars in thousands) One Year or Less One Through Five

Years Five Through Fifteen Years After Fifteen Years Total

(Dollars in thousands)

Real Estate Loans:

37 unchanged sentences

We had $76.7 million in nonperforming loans as of December 31, 2025 compared to $25.0 million as of December 31, 2024.

The increase in nonperforming assets from December 31, 2023 to December 31, 2024 is primarily due to two lending relationships secured by residential real estate, one secured by commercial real estate, and one commercial loan that is unsecured.

The increase in nonperforming assets from December 31, 2024 to December 31, 2025 is primarily due to one lending relationship secured by residential real estate, four secured by commercial and construction real estate, four commercial loans, and two other real estate owned properties.

The following tables present information regarding nonperforming loans at the dates indicated:

As of December 31,

2024 2023 2022

(Dollars in thousands) 2025 2024 2023

12 unchanged sentences

As of December 31,

2024 2023 2022

(Dollars in thousands) 2025 2024 2023

26 unchanged sentences

As of December 31, 2025

Pass Special Mention Substandard Doubtful Total

(Dollars in thousands)

(Dollars in thousands) Pass Special Mention Substandard Doubtful Total

Real Estate Loans:

7 unchanged sentences

As of December 31, 2024

Pass Special Mention Substandard Doubtful Total

(Dollars in thousands)

(Dollars in thousands) Pass Special Mention Substandard Doubtful Total

Real Estate Loans:

25 unchanged sentences

For the Years Ended December 31,

2024 2023 2022

(Dollars in thousands) 2025 2024 2023

26 unchanged sentences

2025 2024 2023

Net Charge-offs (Recoveries) Percent of Average Loans Net Charge-offs (Recoveries) Percent of Average Loans Net Charge-offs (Recoveries) Percent of Average Loans

(Dollars in thousands)

(Dollars in thousands) Net Charge-offs (Recoveries) Percent of Average Loans Net Charge-offs (Recoveries) Percent of Average Loans Net Charge-offs (Recoveries) Percent of Average Loans

Commercial $ 4,086 0.07 % $ (349) 0.00 % $ 2,023 0.04 %

12 unchanged sentences

2025 2024 2023

Amount Percent to Total Amount Percent to Total Amount Percent to Total

(Dollars in thousands)

(Dollars in thousands) Amount Percent to Total Amount Percent to Total Amount Percent to Total

Commercial $ 23,806 40.9 % $ 23,688 40.5 % $ 17,882 40.9 %

9 unchanged sentences

Our investment portfolio consists entirely of securities classified as available for sale.

As a result, the carrying values of our investment securities are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income in shareholders’ equity.

As a result, the carrying values of our investment securities are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as

a component of other comprehensive income in shareholders’ equity.

The following tables summarize the amortized cost and estimated fair value of investment securities as of the dates shown:

As of December 31, 2025

Amortized Cost Gross Unrealized

(Dollars in thousands) Amortized Cost Gross Unrealized

Gains Gross Unrealized

Losses Fair Value

(Dollars in thousands)

treasury securities $ 17,571 $ - $ 293 $ 17,278

5 unchanged sentences

As of December 31, 2024

Amortized Cost Gross Unrealized

(Dollars in thousands) Amortized Cost Gross Unrealized

Gains Gross Unrealized

Losses Fair Value

(Dollars in thousands)

treasury securities $ 17,631 $ - $ 956 $ 16,675

11 unchanged sentences

Based on our assessments, expected credit losses on the investment securities portfolio as of December 31, 2025 and 2024, was negligible and therefore, no allowance for credit loss was recorded related to our investment securities.

The following tables set forth the fair value, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of the securities portfolio as of the dates indicated.

The following tables set forth the fair value, maturities and approximated weighted average book yield based on estimated annual income divided by the average amortized cost of the securities portfolio as of the dates indicated.

The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.

1 unchanged sentence

Within One Year After One Year but Within Five Years After Five Years but Within Ten Years After Ten Years Total

Amount Yield Amount Yield Amount Yield Amount Yield Total Yield

(Dollars in thousands)

(Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Total Yield

treasury securities $ 17,278 0.80 % $ — — % $ — — % $ — — % $ 17,278 0.80 %

6 unchanged sentences

Within One Year After One Year but Within Five Years After Five Years but Within Ten Years After Ten Years Total

Amount Yield Amount Yield Amount Yield Amount Yield Total Yield

(Dollars in thousands)

(Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Total Yield

treasury securities $ — — % $ 16,675 0.80 % $ — — % $ — — % $ 16,675 0.80 %

15 unchanged sentences

We rely primarily on competitive pricing policies, convenient locations and personalized service to attract and retain these deposits.

Total deposits as of December 31, 2024 were $6.5 billion, an increase of $1.3 billion, or 24.1%, compared to $5.2 billion as of December 31, 2023.

Total deposits as of December 31, 2025 were $6.7 billion, an increase of $187.3 million, or 2.9%, compared to $6.5 billion as of December 31, 2024.

Total uninsured deposits were $2.9 billion, or 43.2% of deposits as of December 31, 2025 compared to $2.8 billion, or 43.4%, or total deposits as of December 31, 2024.

Since it is not reasonably practicable to

provide a precise measure of uninsured deposits, the amounts are estimated and are based on the same methodologies and assumptions that are used for regulatory reporting requirements for the call report.

Noninterest-bearing deposits as of December 31, 2024 were $1.4 billion compared to $1.3 billion as of December 31, 2023, an increase of $58.0 million, or 4.5%.

Since it is not reasonably practicable to provide a precise measure of uninsured deposits, the amounts are estimated and are based on the same methodologies and assumptions that are used for regulatory reporting requirements for the call report.

Noninterest-bearing deposits as of December 31, 2025 were $1.3 billion compared to $1.4 billion as of December 31, 2024, a decrease of $35.0 million, or 2.6%.

Average deposits for the year ended December 31, 2025 were $6.4 billion, an increase of $718.0 million, or 12.6%, compared to the year ended December 31, 2024 of $5.7 billion.

The average rate paid on total interest-bearing deposits increased over this period from 3.00% for the year ended December 31, 2023 to 3.73% for the year ended December 31, 2024.

The increase in average rates was driven by the federal reserve raising interest rates during the years ended December 31, 2023 and 2022.

In addition, the stability and the continued growth of noninterest-bearing demand accounts served to reduce the cost of deposits to 2.89% for the year ended December 31, 2024 and 2.15% for the year ended December 31, 2023.

The average rate paid on total interest-bearing deposits decreased over this period from 3.73% for the year ended December 31, 2024 to 3.29% for the year ended December 31, 2025.

The decrease in average rates was driven by the federal reserve continuing to lower interest rates during the year ended December 31, 2025.

In addition, the stability of noninterest-bearing demand accounts served to reduce the cost of deposits to 2.63% for the year ended December 31, 2025 and 2.89% for the year ended December 31, 2024.

The following table presents the monthly average balances and weighted average rates paid on deposits for the periods indicated:

For the Years Ended December 31

Average Balance Average Rate Average Balance Average Rate

(Dollars in thousands)

(Dollars in thousands) Average Balance Average Rate Average Balance Average Rate

Interest-bearing demand accounts $ 807,107 2.54 % $ 611,561 3.36 %

8 unchanged sentences

The following table sets forth the contractual maturities of certain certificates of deposit at December 31, 2025:

Certificates of

(Dollars in thousands) Certificates of

Deposit More Than

1 unchanged sentence

$100,000 Through

(Dollars in thousands)

3 months or less $ 152,621 $ 146,030

8 unchanged sentences

The FHLB allows us to borrow on a blanket floating lien status collateralized by certain securities and loans.

As of December 31, 2024 and 2023, total borrowing capacity of $2.0 billion and $1.8 billion, respectively, was available under this arrangement and $355.9 million and $211.2 million, respectively, was outstanding with a weighted average stated interest rate of 4.15% as of December 31, 2024 and 3.65% as of December 31, 2023.

Our current longest dated FHLB advance matures within ten years.

As of December 31, 2025 and 2024, total borrowing capacity of $2.0 billion was available under this arrangement for both periods, and $431.2 million and $355.9 million, respectively, was outstanding with a weighted average stated interest rate of 4.02% as of December 31, 2025 and 4.15% as of December 31, 2024.

Our current longest dated FHLB advance matures within eight years.

We utilize these borrowings to meet liquidity needs and to fund certain fixed rate loans in our portfolio.

The following table presents our FHLB borrowings at the dates indicated.

FHLB Advances

(Dollars in Thousands)

December 31, 2024

Amount outstanding at year-end $ 355,875

Weighted average stated interest rate at year-end 4.15 %

Maximum month-end balance during the year $ 377,048

Average balance outstanding during the year $ 317,462

Weighted average interest rate during the year 4.15 %

December 31, 2023

Amount outstanding at year-end $ 211,198

Weighted average stated interest rate at year-end 3.65 %

Maximum month-end balance during the year $ 517,112

Average balance outstanding during the year $ 329,726

Weighted average interest rate during the year 4.16 %

Bank Term Funding Program ( “ BTFP ” ) .

On March 12, 2023, the Federal Reserve launched the BTFP, which offered loans to banks with a term of up to one year.

The loans were secured by pledging participating banks’ U.S.

treasuries, agency securities, agency mortgage-backed securities, and any other qualifying assets.

These pledged securities were valued at par for collateral purposes.

The Bank participated in the BTFP and had outstanding debt of $300.0 million at December 31, 2023.

These loans bore a fixed interest rate of 4.38% and matured on March 22, 2024, at which time we repaid them in full.

The following table presents our Bank Term Funding Program borrowings at the date indicated.

(Dollars in Thousands)

(Dollars in thousands) FHLB Advances

December 31, 2025

18 unchanged sentences

These subordinated notes bear interest at a fixed rate of 4.25% through March 31, 2026 and a floating rate, based on a benchmark rate plus 354 basis points, thereafter through maturity in 2031.

The balance outstanding at both December 31, 2024 and 2023 was $52.5 million.

During the year ended December 31, 2025, the Company redeemed $7.0 million and recognized a $630,000 gain on the extinguishment of this debt.

The balance outstanding was $45.5 million and $52.5 million at December 31, 2025 and 2024, respectively.

The subordinated notes are redeemable by the Company at its option beginning in 2026.

On April 1, 2021, we consummated the acquisition of SSW.

On April 1, 2021, we consummated the acquisition of Smith Shellnut Wilson, LLC (“SSW”).

Under the terms of the acquisition, we issued $3.9 million in subordinated debt to the former owners of SSW.

2 unchanged sentences

The subordinated notes are redeemable by the Company at its option beginning in 2026.

On March 1, 2022, we consummated the acquisition of TCBI.

On March 1, 2022, we consummated the acquisition of Texas Citizens Bancorp, Inc.

As part of the acquisition, we assumed $26.4 million in subordinated debt.

1 unchanged sentence

This $8.9 million note was fully extinguished during the year ended December 31, 2023.

As part of valuing these three subordinated notes from TCBI, we incurred a fair value adjustment premium of $3.4 million that will accrete over five-to-seven years, with $833,000 and $1.1 million remaining at December 31, 2024 and December 31, 2023, respectively.

We recognized $1.5 million in gains on the extinguishment of this debt during the year ended December 31, 2023.

As part of valuing these three subordinated notes from TCBI, we incurred a fair value adjustment premium of $3.4 million that will accrete over five-to-seven years, with $603,000 and $833,000 remaining at December 31, 2025 and December 31, 2024, respectively.

The following table presents the Subordinated Debt at the dates indicated.

Subordinated Debt

(Dollars in Thousands)

(Dollars in thousands) Subordinated Debt

December 31, 2025

20 unchanged sentences

We maintain Federal Funds Purchased Lines of Credit Relationships with the following correspondent banks and limits as of December 31, 2025:

Fed Funds Purchase Limits

(Dollars in thousands)

(Dollars in thousands) Fed Funds Purchase Limits

TIB National Association $ 45,000

2 unchanged sentences

ServisFirst Bank 10,000

Texas Capital 5,000

Total $ 145,000

The following table represents combined Federal Funds Purchased Lines of Credit for all relationships at the dates indicated.

Fed Funds Purchased

(Dollars in Thousands)

(Dollars in thousands) Fed Funds Purchased

December 31, 2025

14 unchanged sentences

In addition, we utilize, or have available, brokered deposits, purchased funds from correspondent banks, the Federal Reserve discount window, and overnight advances from the FHLB.

As of December 31, 2024 and 2023, we maintained six and five lines of credit, respectively, with correspondent banks which provided for extensions of credit with an availability to borrow up to an aggregate of $160.0 million and $145.0 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2025 and 2024, we maintained five and six lines of credit, respectively, with correspondent banks which provided for extensions of credit with an availability to borrow up to an aggregate of $145.0 million and $160.0 million as of December 31, 2025 and 2024, respectively.

There were no funds under these lines of credit outstanding as of December 31, 2025 and 2024, respectively.

15 unchanged sentences

Securities available for sale 12.2 13.0

Securities purchased under agreements to resell 0.4 0.2

Interest-bearing deposits in other banks 4.9 4.1

16 unchanged sentences

Total shareholders’ equity increased to $896.9 million as of December 31, 2025, compared to $799.5 million as of December 31, 2024, an increase of $97.4 million, or 12.2%.

This increase was primarily due to the acquisition of Oakwood, which resulted in stock issuance of $103.8 million, net income available to common shareholders of $59.7 million, other comprehensive income of $3.6 million resulting from the after tax effect of unrealized gains in our investment securities portfolio, and offset by dividends paid on common shares of $14.9 million.

This increase was primarily due to net income available to common shareholders of $82.5 million, other comprehensive income of $29.7 million resulting from the after tax effect of unrealized gains in our investment securities portfolio, and offset by dividends paid on common shares of $16.8 million.

On January 22, 2026, our board of directors declared a quarterly dividend in the amount of $18.75 per preferred share to the preferred shareholders of record as of February 15, 2026.

The dividend was paid on February 28, 2025.

The dividend is to pay on February 28, 2026, or as soon as practicable thereafter.

On January 22, 2026, our board of directors declared a quarterly dividend based upon our financial performance for the three months ended December 31, 2025 in the amount of $0.15 per common share to the common shareholders of record as of February 15, 2026.

The dividend was paid on February 28, 2025.

The dividend is to pay on February 28, 2026, or as soon as practicable thereafter.

The declaration and payment of dividends to our shareholders, as well as the amounts thereof, are subject to the discretion of the Board and depend upon our results of operations, financial condition, capital levels, cash requirements, future prospects and other factors deemed relevant by the Board.

10 unchanged sentences

As of December 31,

(Dollars in thousands)

(Dollars in thousands) Amount Ratio

Business First

16 unchanged sentences

Advances from the FHLB totaled approximately $431.2 million and $355.9 million at December 31, 2025 and 2024, respectively.

As of December 31, 2024, and 2023, the FHLB advances were collateralized by a blanket floating lien on certain securities and loans, had a weighted average stated rate of 4.15% and 3.65%, respectively, and mature within ten years.

At December 31, 2024, $55.0 million in advances were short term with a rate of 4.38% and none at December 31, 2023.

Bank Term Funding Program ( “ BTFP ” )

On March 12, 2023, the Federal Reserve launched the BTFP, which offered loans to banks with a term of up to one year.

The loans were secured by pledging participating banks’ U.S.

treasuries, agency securities, agency mortgage-backed securities, and any other qualifying assets.

These pledged securities were valued at par for collateral purposes.

The Bank participated in the BTFP and had outstanding debt of $300.0 million at December 31, 2023.

These loans bore a fixed interest rate of 4.38% and mature on March 22, 2024, at which time we repaid them in full.

As of December 31, 2025, and 2024, the FHLB advances were collateralized by a blanket floating lien on certain securities and loans, had a weighted average stated rate of 4.02% and 4.15%, respectively, and mature within eight years.

At December 31, 2025, $120.0 million in advances were short term with a rate of 3.62% and $55.0 million with a rate of 4.38% at December 31, 2024.

Contractual Obligations

2 unchanged sentences

Advances from the FHLB totaled approximately $431.2 million and $355.9 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the FHLB advances were collateralized by a blanket floating lien on certain securities and loans, had a weighted average stated rate of 4.15% and 3.65%, respectively, and maturing within ten years.

We participated in the BTFP in March 2023 and as of December 31, 2023, had outstanding debt of $300.0 million, at a fixed rate of 4.38% and set to mature on March 22, 2024.

We repaid this debt in full at the time of maturity.

As of December 31, 2025 and 2024, the FHLB advances were collateralized by a blanket floating lien on certain securities and loans, had a weighted average stated rate of 4.02% and 4.15%, respectively, and maturing within eight years.

The subordinated debt totaled $92.5 million and $99.8 million as of December 31, 2025 and 2024.

Of this subordinated debt, $25.0 million bears interest at a fixed rate of 6.75% through December 31, 2028 and a floating rate, based on a benchmark rate plus 369 basis points, thereafter through maturity in 2033, $52.5 million of this subordinated debt bears interest at a fixed rate of 4.25% through March 31, 2026 and a floating rate, based on a benchmark rate plus 354 basis points, thereafter through maturity in 2031, $3.9 million of this subordinated debt bears interest at a fixed rate of 4.75% through April 1, 2026 and a floating rate, based on a benchmark rate plus 442 basis points, thereafter through maturity in 2031.

During the year ended December 31, 2025, $7.0 million of this debt was redeemed for a gain of $630,000.

Also, $3.9 million of this subordinated debt bears interest at a fixed rate of 4.75% through April 1, 2026 and a floating rate, based on a benchmark rate plus 442 basis points, thereafter through maturity in 2031.

We acquired three separate notes as part of the TCBI acquisition totaling $26.4 million.

1 unchanged sentence

This $8.9 million note was fully extinguished during the year ended December 31, 2023.

We recognized $1.5 million in gains on the extinguishment of this debt during the year ended December 31, 2023.

As of December 31, 2025

1 year or less More than 1 year

(Dollars in thousands) 1 year or less More than 1 year

but less than 3

1 unchanged sentence

but less than 5

5 years or more Total

(Dollars in thousands)

years 5 years or more Total

Non-cancelable future operating leases $ 5,896 $ 10,510 $ 7,382 $ 6,383 $ 30,171

8 unchanged sentences

As of December 31, 2024

1 year or less More than 1 year

(Dollars in thousands) 1 year or less More than 1 year

but less than 3

2 unchanged sentences

5 years or more Total

(Dollars in thousands)

Non-cancelable future operating leases $ 5,888 $ 10,864 $ 8,202 $ 6,844 $ 31,798

2 unchanged sentences

Advances from FHLB 82,560 123,315 75,000 75,000 355,875

BTFP 300,000 - - - 300,000

Subordinated debt - trust preferred securities — — — 5,000 5,000

73 unchanged sentences

Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core business.

These non-GAAP

disclosures are not necessarily comparable to non-GAAP measures that may be presented by other companies.

These non-GAAP disclosures are not necessarily comparable to non-GAAP measures that may be presented by other companies.

You should understand how such other banking organizations calculate their financial metrics or with names similar to the non-GAAP financial measures we have discussed in this statement when comparing such non-GAAP financial measures.

1 unchanged sentence

Core net income available to common shareholders for the year ended December 31, 2025 was $83.5 million, or $2.83 per diluted common share, compared to core net income available to common shareholders of $65.8 million, or $2.49 per diluted common share, for the year ended December 31, 2024.

Core net income available to common shareholders for the year ended December 31, 2024 included a CECL impact on the Oakwood acquisition of $4.8 million, acquisition related expenses of $1.6 million and core conversion expenses of $974,000, compared to an adjustment for $2.6 million in losses on sales of securities, $945,000 in a gain on the sale of our Leesville, Louisiana banking center, $1.5 million in a gain on the extinguishment of debt associated with the TCBI acquisition in 2022, which was attributed to the $8.9 million subordinated debt redemption, $236,000 in acquisition-related expenses, and a $432,000 write-down on former bank premises for the year ended December 31, 2023.

Core net income available to common shareholders for the year ended December 31, 2025 included losses on the sale of former bank premises and equipment of $840,000, a gain on the sale of a branch of $3.4 million, a gain on the extinguishment of subordinated debt of $630,000, a one time employee retention tax credit of $2.0 million, offset with acquisition related expenses of $3.8 million and core conversion expenses of $2.5 million, compared to a CECL impact on the Oakwood acquisition of $4.8 million, acquisition related expenses of $1.6 million and core conversion expenses of $974,000 for the year ended December 31, 2024.

For the Years Ended December 31,

2023 2022 2022

(Dollars in thousands, except per share data) (Unaudited) 2025 2024 2023

13 unchanged sentences

(Gains) losses on sale of securities (64) (7) 2,565

Insurance reimbursement of storm expenditures - - (687)

Gain on sale of branch (3,360) — (945)

5 unchanged sentences

Write-down of former bank premises — — (432)

Occupancy and bank premises - storm repair - - (501)

Core conversion expense (2,460) (974) —

Employee retention tax credit 1,997 — —

Core other expense 198,805 175,057 156,034

4 unchanged sentences

(Gains) losses on sale of securities (64) (7) 2,565

Insurance reimbursement of storm expenditures - - (687)

Gain on sale of branch (3,360) — (945)

2 unchanged sentences

Write-down of former bank premises — — 432

Occupancy and bank premises - storm repair - - 501

Core conversion expense 2,460 974 —

Employee retention tax credit (1,997) — —

Core pre-tax income 111,368 90,413 91,416

4 unchanged sentences

Tax on (gains) losses on sale of securities (13) (1) 542

Tax on insurance reimbursement of storm expenditures - - (144)

Tax on gain on sale of branch (833) — (200)

2 unchanged sentences

Tax on write-down of former bank premises — — 91

Tax on occupancy and bank premises - storm repair - - 106

Tax on core conversion expense 521 205 —

Tax on employee retention tax credit (422) — —

Core provision for income taxes 22,427 19,253 19,689

7 unchanged sentences

(Gains) losses on sale of securities, net of tax (51) (6) 2,023

Insurance reimbursement of storm expenditures, net of tax - - (543)

Gain on sale of branch, net of tax (2,527) — (745)

2 unchanged sentences

Write-down of former bank premises, net of tax — — 341

Occupancy and bank premises - storm repair, net of tax - - 395

Core conversion expense, net of tax 1,939 769 —

Employee retention tax credit, net of tax (1,575) — —

Core net income available to common shareholders $ 83,540 $ 65,759 $ 66,326

4 unchanged sentences

(Gains) losses on sale of securities, net of tax — — 0.08

Insurance reimbursement of storm expenditures, net of tax - - (0.02)

Gain on sale of branch, net of tax (0.09) — (0.03)

2 unchanged sentences

Write-down of former bank premises, net of tax — — 0.01

Occupancy and bank premises - storm repair, net of tax - - 0.02

Core conversion expense, net of tax 0.07 0.03 —

Employee retention tax credit, net of tax (0.05) — $ —

Core diluted earnings per common share $ 2.83 $ 2.49 $ 2.62

_______________________________

(1) Tax rates, exclusive of certain nondeductible acquisition-related expenses and goodwill, utilized were 21.129% for both 2024 and 2023 .

(1) Tax rates, exclusive of certain nondeductible acquisition-related expenses and goodwill, utilized were 21.129% for 2025, 2024 and 2023 .

These rates approximate the marginal tax rates for the applicable periods.

54 unchanged sentences

Acquired loans are accounted for based upon a determination of whether they were purchased with more-than insignificant amount of credit deterioration (“PCD” loans) or an insignificant amount of credit deterioration (“non-PCD” loans), in either case as compared to origination.

The difference between the estimated fair value of the acquired loan related to non-credit deterioration is treated as an

adjustment to the contractual yield and accreted into interest income over the remaining life of the loan.

The difference between the estimated fair value of the acquired loan related to non-credit deterioration is treated as an adjustment to the contractual yield and accreted into interest income over the remaining life of the loan.

Acquired loans are generally valued using a discount cash flow model.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity