Burke & Herbert Financial Services Corp. 10-K

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our consolidated financial condition and results of operations of the Company should be read in conjunction with our consolidated financial statements and notes thereto presented in I tem 8. Financial Statement s and Supplementa ry Data . Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate trends in operations or results of operations for any future periods. We are a financial holding company and we conduct all of our material business operations through the Bank. As a result, the discussion and analysis below primarily relate to activities conducted at the Bank. We have made, and will continue to make, various forward-looking statements with respect to financial and business matters. Comments regarding our business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties, see Disclosure Regarding Forward-Looking Statements . Actual results may differ materially from those contained in these forward-looking statements. 59 Table of Contents Overview Burke & Herbert Financial Services Corp. was organized as a Virginia corporation on September 14, 2022, to serve as the holding company for the Bank. The Company commenced operations as a bank holding company on October 1, 2022, following a reorganization transaction in which it became the Bank’s holding company. This transaction was treated as an internal reorganization as all shareholders of the Bank became shareholders of the Company. In September 2023, the Company elected financial holding company status. As a financial holding company, the Company is subject to regulation and supervision by the Federal Reserve. The Company has no material operations and owns 100% of the Bank. The Bank is a Virginia chartered commercial bank that commenced operations in 1852. The Bank is supervised and regulated by the FDIC and the Virginia BFI. The Bank offers a full range of business and personal financial solutions designed to meet customers’ banking, borrowing, and investment needs and has over 20 branches throughout the Northern Virginia region and commercial loan offices in Fredericksburg, Loudoun County, and Richmond, Virginia, and in Bethesda, Maryland. The Bank derives a significant portion of its income from interest received on loans and investments. The Bank’s primary source of funding is deposits, both interest-bearing and non-interest-bearing. In order to maximize the Bank’s net interest income, or the difference between the income on interest-earning assets and the expense of interest-bearing liabilities, the Bank must not only manage the volume of these balance sheet items, but also the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities. To account for credit risk inherent in all loans, the Bank maintains an allowance for credit loss (“ACL”) to absorb expected credit losses on existing loans that may become uncollectible. The Bank establishes and maintains this ACL by charging a provision for credit losses against operating earnings. In order to maintain its operations and branch locations, the Bank incurs various operating expenses, which are further described within the “Results of Operations” later in this section. As of December 31, 2023, we had total consolidated assets of $3.6 billion, gross loans of $2.1 billion, total deposits of $3.0 billion, and total shareholders’ equity of $314.8 million. As of December 31, 2023, we had 400 full-time employees. None of our employees are covered by a collective bargaining agreement. Pending Merger with Summit Financial Group, Inc. On August 24, 2023, the Company and Summit Financial Group, Inc., entered into a merger agreement pursuant to which Summit will merge with and into Burke & Herbert, with Burke & Herbert as the continuing corporation. Immediately following the merger, Summit Community Bank, Inc., a West Virginia banking corporation and a wholly-owned direct subsidiary of Summit, will merge with and into the Bank, with the Bank as the continuing bank. In the merger, Summit shareholders will receive 0.5043 shares of Burke & Herbert common stock for each share of Summit common stock they own (the “exchange ratio”), subject to the payment of cash in lieu of fractional shares. In addition, each share of Summit series 2021 preferred stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive one share of a newly created series of Burke & Herbert preferred stock having rights, preferences, privileges, and voting powers, and limitations, and restrictions, thereof, that are not materially less or more favorable to the holders of the Summit series 2021 preferred stock. On December 6, 2023, the Company and Summit, Inc. announced that at special meetings of their respective shareholders held on December 6, 2023, Burke & Herbert and Summit shareholders each approved the merger of Summit with and into Burke & Herbert, pursuant to the merger agreement. The merger is expected to close in the second quarter of 2024, subject to regulatory approvals and certain other customary closing conditions. The impact of this transaction, where material, is discussed in the applicable sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Critical Accounting Policies and Estimates Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and conform to general practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions, and judgments based on available information. These estimates, assumptions, and judgments affect the amounts reported in the financial 60 Table of Contents statements and accompanying notes and are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions, and judgments inherent in those policies, are critical in understanding our financial statements. Our most significant accounting policies are presented in the notes to the accompanying consolidated financial statements. These policies, along with the other disclosures presented in the financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, we have identified the determination of the allowance for credit losses and income taxes to be the accounting areas that require the most subjective or complex judgments, and as such, could be most subject to revision as new information becomes available. Allowance for Credit Losses The allowance for credit losses represents our estimate of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and projections including reasonable and supportable, reversion, and post-reversion forecasts. It is a valuation account that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial asset. Financial assets are charged-off against the allowance when management believes the uncollectibility of a financial asset is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The Company’s loan portfolio is the largest financial asset that is in scope of this critical accounting estimate. Determining the amount of the allowance for credit losses is considered a critical accounting estimate, because it is based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts, and prepayment experience as related to credit contractual terms. Management estimates the allowance balance using relevant available information from internal and external sources. Historical credit loss experience provides the basis for the estimation of expected credit losses; adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, and delinquency levels, as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. The model methodology used for funded credits, along with taking into consideration the probability of drawdowns or funding om unfunded commitments and whether such commitments are irrevocable or not by the Company, is how the Company determines the allowance for credit losses for unfunded commitments. These evaluations are conducted at least quarterly and more frequently, if deemed necessary. The Company is using an internally developed model that produces an estimate of the allowance for credit losses as the lifetime expected credit losses of the loan portfolio. This model uses a remaining useful life or weighted average remaining maturity (“WARM”) method within defined-contractual terms by federal call codes. The model forecasts net charge-off rates by call codes using ordinary least squares (“OLS”) regression models that use macroeconomic variables to forecast the Company’s and peer banks’ net charge-off rates. These models are used to produce reasonable and supportable forecasts of net charge-off rates. The macroeconomic variables utilized by the Company include variables that meet defined criteria in forecasting credit losses for our loan portfolio. These variables include, but are not limited to, unemployment rates, housing and commercial real estate prices, gross domestic product levels, equity market conditions or interest rates, as well as other variables that are portfolio-specific, such as those pertaining to commercial real estate or to residential loan portfolios. The Company sources the macroeconomic variables and the macroeconomic variable forecasts that it uses in its ACL model from the Standard & Poor’s Global Market Intelligence and from CoStar Group. The Company currently has set an initial reasonable and supportable period of two years with a subsequent straight-line loss-rate reversion for the following four quarters before then utilizing historical average loss rates in remaining periods of the modeled contractual terms. Based on management’s analysis, adjustments may be applied 61 Table of Contents for additional factors impacting the risk of loss in the loan portfolio beyond information used to calculate reasonable and supportable, reversion and post-reversion period forecasts on collectively evaluated loans. As the reasonable and supportable and reversion period forecasts reflect the use of the macroeconomic variable loss drivers, management may consider that an additional or reduced reserve is warranted through qualitative risk factors based on current and expected conditions, including those that utilize supplemental information relative to the macroeconomic variable loss drivers. Qualitative adjustments considered by management include the following: (i) management’s assessment of macroeconomic forecasts used in the model and how those forecasts align with management’s overall evaluation of current expected credit conditions; (ii) organization specific risks such as credit concentrations, collateral specific risks, nature and size of the portfolio, and external factors that may ultimately impact credit quality; and (iii) underwriting and delinquency trends. The qualitative factors applied at December 31, 2023, and the importance and levels of the qualitative factors applied, may change in future periods depending on the level of changes to items such as the uncertainty of economic conditions and management’s assessment of the level of credit risk within the loan portfolio as a result of such changes, compared to the amount of ACL calculated by the model. Management reviews supplemental data sources including historical net charge-off rates and data measuring other specific credit outcomes from its systems of record in supporting qualitative factors. However, qualitative factor evaluations are inherently imprecise and require significant management judgement. See Note 1 — Nature of Business Activities and Significant Accounting Policies for more discussion of the qualitative factors along with information on the allowance for credit losses for the off-balance sheet credit exposures. Income Taxes The Company’s income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated taxes due. The calculation of each component of the Company’s income tax provision is complex and requires the use of estimates and judgments in its determination. As part of the Company’s evaluation and implementation of business strategies, consideration is given to the regulations and tax laws that apply to the specific facts and circumstances for any tax positions under evaluation. Management closely monitors tax developments on both the federal and state level in order to evaluate the effect they may have on the Company’s overall tax position and the estimates and judgments used in determining the income tax provision and records adjustments as necessary. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expenses. In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company must consider all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and the results of recent operations. A valuation allowance is recognized for a deferred tax asset if, based on the available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. See Note 8 — Income Taxes , in Notes to the December 31, 2023 Consolidated Financial Statements of the Company for additional information. Non-GAAP Financial Measures We prepare our financial statements in accordance with U.S. GAAP and also present certain non-GAAP financial measures that exclude certain items or otherwise include components that differ from the most directly comparable measures calculated in accordance with U.S. GAAP. Non-GAAP measures are provided as additional useful information to assess our financial condition and results of operations (including period-to-period operating performance). These non-GAAP measures are not intended as a substitute for GAAP financial measures and may not be defined or calculated the same way as non-GAAP measures with similar names used by other companies. For more information, including the reconciliation of these non-GAAP financial measures to their corresponding GAAP financial measures, see the respective sections where the measures are presented. 62 Table of Contents Current Economic Environment in the Financial Services Industry Commercial Real Estate Concerns The commercial real estate (“CRE”) sector has been impacted significantly by rising interest rates and higher vacancies, increasing the prospect of default that borrowers may face due to the record amount of upcoming maturities. In addition, the office market continues to struggle with fewer employees in the office after the COVID-19 pandemic. The Bank continues to monitor its commercial real estate portfolio by reviewing various credit risk and concentration reports. The Bank’s exposure to commercial real estate at December 31, 2023, was $1.3 billion or 62.7% of its gross loan portfolio, not including owner-occupied commercial real estate and acquisition, construction & development. Commercial real estate as a percent of total assets at December 31, 2023, was 36.2%, not including owner-occupied commercial real estate and acquisition, construction & development. Including owner-occupied commercial real estate and acquisition, construction & development, total exposure was $1.5 billion or 71.4% of our total gross loans and 41.2% of total assets at December 31, 2023. Loan balances by portfolio segment amortized cost (in thousands) and by percentage of our total gross loan portfolio at December 31, 2023, were as follows: December 31, 2023 Amortized Cost Percentage Commercial real estate $ 1,309,084 62.7 % Owner-occupied commercial real estate 131,381 6.3 Acquisition, construction & development 49,091 2.4 Commercial & industrial 67,847 3.2 Single family residential (1-4 units) 527,980 25.3 Consumer non-real estate and other 2,373 0.1 Total gross loans $ 2,087,756 100.0 % Monitoring of the CRE concentration is performed at both the loan level and at the portfolio level. The Credit Risk Management team provides management and the board of directors with periodic reports on the credit portfolio, which include the CRE portfolio (including owner-occupied CRE and acquisition, construction & development loans). These reports provide an assessment of asset quality and risk rating migration and monitor concentrations against the board approved concentration limits (including sub-limits). The tables below present the Bank’s commercial real estate, owner-occupied commercial real estate, and acquisition, construction & development portfolios by collateral type and geographic location (in thousands). Commercial Real Estate by Collateral Type and Geographic Location VA MD DC Other Total Percentage Retail Real Estate $ 189,214 $ 115,863 $ 29,742 $ 4,964 $ 339,783 26.0 % Industrial/Warehouse 190,210 23,406 — — 213,616 16.3 Multi-Family 124,415 19,462 50,597 906 195,380 14.9 Office Buildings/Condos 125,978 36,297 24,725 — 187,000 14.3 Hotels/Motels 36,577 40,139 53,179 13,876 143,771 11.0 Self-Storage 59,685 — — — 59,685 4.6 Nursing-Assisted Living 38,375 — — — 38,375 2.9 Restaurants 19,066 7,545 10,738 867 38,216 2.9 Gas Stations 7,483 1,693 14,953 — 24,129 1.8 Other 25,989 12,219 30,921 — 69,129 5.3 Total $ 816,992 $ 256,624 $ 214,855 $ 20,613 $ 1,309,084 100.0 % 63 Table of Contents Owner-Occupied Commercial Real Estate by Collateral Type and Geographic Location VA MD DC Other Total Percentage Industrial/Warehouse $ 39,131 $ 602 $ — $ 5,971 $ 45,704 34.8 % Office Buildings/Condos 20,965 606 635 — 22,206 16.9 Churches/Religious Organizations 20,126 1,267 246 — 21,639 16.5 Retail 10,296 — 139 — 10,435 7.9 Private School 7,670 — — — 7,670 5.8 Gas Stations 5,353 1,096 — — 6,449 4.9 Restaurants 2,275 177 — — 2,452 1.9 Other 13,761 690 375 — 14,826 11.3 Total $ 119,577 $ 4,438 $ 1,395 $ 5,971 $ 131,381 100.0 % Acquisition, Construction & Development by Collateral Type and Geographic Location VA MD DC Other Total Percentage Multi-Family $ — $ — $ 11,205 $ 11,171 $ 22,376 45.5 % Industrial/Warehouse — 11,335 — — 11,335 23.1 Land 7,056 1,150 — — 8,206 16.7 Residential For-Sale 3,711 — — — 3,711 7.6 Other 3,463 — — — 3,463 7.1 Total $ 14,230 $ 12,485 $ 11,205 $ 11,171 $ 49,091 100.0 % CRE loans are monitored through various processes that include payment monitoring, financial reporting, and covenant compliance monitoring, and annual reviews for larger relationships. Furthermore, construction loans are monitored throughout the life of the project and the construction loan administration function is centralized within the Credit Risk Management team. Monitoring the market conditions is also an important component of prudent CRE risk management. Quarterly construction progress reviews are also completed on all acquisition, construction & development loans. For each loan, management reviews the adequacy of the construction budget, adequacy of the interest reserve, pace of construction, and review of any loan covenants. The Bank believes its underwriting and monitoring standards for commercial real estate loans are sufficient to evaluate its loan portfolio and keep it from incurring significant losses. The majority of the Bank’s commercial real estate loans are in Virginia (approximately 63.8%) and within the Greater Washington, DC MSA area, and it does not have significant exposure to any economic areas of the country that are underperforming the national economy. Additionally, the Bank’s overall exposure to the “Office” collateral type is 14.0% of total commercial real estate loans, including owner-occupied commercial real estate and acquisition, construction & development. The Bank believes that the combined loan portfolio is well-diversified, generally seasoned, manageable, and will outperform the industry in terms of performance through the economic cycle; however, our underwriting, review, and monitoring cannot eliminate all of the risks related to these loans. For further discussion see Item 1A, under the caption “Risk Factors” . 64 Table of Contents 2023 Banking Failures and Ensuing Liquidity Concerns In response to the bank failures that occurred during March and May 2023 and the attendant stress on economic agents, including various financial markets, the Company took multiple proactive measures to mitigate any potential financial and operational impacts. Such measures included, but were not limited to: • dissemination of internal communication to inform the Board and employees of current events and the Company’s condition and desired market response; • testing of available liquidity sources; • real-time analysis of our deposit composition and deposit concentrations; • assessment of our investment securities portfolio; and • stress testing of liquidity and capital metrics based on observed financial conditions with particular emphasis on the causes of such risk events. For further discussion see Item 1A, under the caption “Risk Factors” . The measures taken followed meetings convened by a subcommittee provided for in our Asset/Liability policy more fully described in Item 7A. — Quantitative and Qualitative Disclosures About Market Risk . The Company’s key inputs and certain assumptions of the stress testing included, but were not limited to, uninsured deposits, deposit composition and deposit flows, borrowings and borrowing capacity, interest rate movements and sensitivity, unrealized losses in the investment securities portfolio, loan balances and loan demand, credit risks, and current allowances for credit losses. Results of the stress tests indicated capital levels that remained above the well capitalized regulatory ratios and liquidity metrics remained within internal policy guidelines. For additional information related to capital, see Notes to the Consolidated Financial Statements – Note 12 — Regulatory Capital Matters . The Company intends to continue conducting such stress tests on a periodic basis. Liquidity Management Liquidity is the ability of the Company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company’s ability to meet the day-to-day cash flow requirements of its customers, whether they are depositors wishing to withdraw funds or borrowers requiring funds to meet their credit needs. Without proper liquidity management, the Company would not be able to perform the primary function of a financial intermediary and would, therefore, not be able to meet the needs of the communities it serves. The Company assesses the need for liquidity in a variety of scenarios. Those scenarios may include projected growth, credit deterioration, deposit decay, interest rate changes, and a variety of other economic scenarios that can impact the liquidity position of the Company. These analyses are performed on a quarterly basis in conjunction with the Company’s Asset/Liability meetings, and findings are reported to the Asset/Liability Committee (the “ALCO”) and to the Board. From time to time, management may change the frequency of such testing or update certain inputs as a result of abnormal market conditions. Findings, as a result of the Company’s prudent liquidity modeling, may result in the change of certain products offered to customers or adjust the way the Company manages its balance sheet. Such changes could include adjusting interest rates offered on certain deposit products, changes to interest rates charged in lending activities, or the suspension of certain products and activities altogether. Times of significant economic stress may cause the mix of funding to shift and increase the likelihood of changes to certain products in order to manage the Company’s overall liquidity and capital position. The asset portion of the balance sheet provides liquidity primarily through unencumbered securities available-for-sale, loan principal and interest payments, maturities and prepayments of investment securities, and, to a lesser extent, sales of investment securities available-for-sale. Other short-term investments available to the Company that 65 Table of Contents could act as potential sources of liquidity are federal funds sold, securities purchased under agreements to resell, and maturing interest-bearing deposits with other banks. The liability portion of the balance sheet provides liquidity through interest-bearing and non-interest-bearing deposit accounts and through FHLB and other borrowings. Brokered deposits, federal funds purchased, securities sold under agreements to repurchase, and other short-term borrowings are additional sources of liquidity and basically represent the Company’s incremental borrowing capacity. These sources of liquidity are used as necessary to fund asset growth and meet short-term liquidity needs. In addition to the Company’s financial performance and condition, liquidity may be impacted by the Company’s structure as a financial holding company that is a separate legal entity from the Bank. The Company requires cash for various operating needs that could include payment of dividends to its shareholders, the servicing of debt, and the payment of general corporate expenses. The primary source of liquidity for the Company is dividends paid by the Bank. Applicable federal and state statutes and regulations impose restrictions on the amount of dividends that may be paid by the Bank. In addition to the formal statutes and regulations, regulatory authorities also consider the adequacy of the Bank’s total capital in relation to its assets, deposits, and other such items. Any future dividends must be set forth in the Company’s capital plans before any dividends can be paid. Management believes that the current sources of liquidity are adequate to meet the Company’s requirements and plans for continued growth. See Note 7 — Advances and Other Borrowings and Note 14 — Commitments and Contingencies , in Notes to Consolidated Financial Statements for additional information regarding outstanding balances of sources of liquidity and contractual commitments and obligations. Capital Management The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Applicable Basel III Capital Rules require the Company and the Bank to maintain minimum Common Equity Tier 1 (“CET 1”), Tier 1, and Total Capital ratios, along with a capital conservation buffer, effectively resulting in new minimum capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and counter-cyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a “counter-cyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action”, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Additionally, federal banking laws require regulatory authorities to take “prompt corrective action” with respect to depository institutions that do not satisfy minimum capital requirements. The extent of these powers depends upon whether the institution in question is “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, or “critically undercapitalized”, as such terms are defined under federal banking agency regulations. Depository institutions that do not meet minimum capital requirements will face constraints on payment of dividends, equity repurchases, and compensation based on the amount of shortfall. A depository institution that is not “well capitalized” is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, may be subject to asset growth limitations, and may be required to submit capital restoration plans. 66 Table of Contents As of December 31, 2023, and December 31, 2022, the Bank complied with all regulatory capital standards and qualifies as “well capitalized”. Note 12 — Regulatory Capital Matters in Notes to the Consolidated Financial Statements contains additional discussion and analysis regarding the Company and the Bank’s regulatory capital requirements. Effects of Inflation The majority of assets and liabilities of a financial institution are monetary in nature; therefore, a financial institution differs greatly from most commercial and industrial companies, which have significant investments in fixed assets or inventories that are greatly impacted by inflation. However, inflation does have an important impact on the growth of total assets in the banking industry and the resulting need to increase equity capital at higher-than-normal rates in order to maintain an appropriate equity-to-assets ratio. Inflation also affects other expenses that tend to rise during periods of general inflation. Management believes the most significant potential impact of inflation on financial results is a direct result of the Company’s ability to manage the impact of changes in interest rates. Management attempts to maintain a balanced position between rate-sensitive assets and liabilities over an economic cycle in order to minimize the impact of interest rate fluctuations on net interest income. However, this goal can be difficult to completely achieve in times of rapidly changing interest rates and is one of many factors considered in determining the Company’s interest rate positioning. Key Factors Affecting Financial Performance We face a variety of risks that may impact various aspects of our financial performance from time to time. The extent of such impacts may vary depending on factors such as the current business and economic conditions, political and regulatory environment, and operational challenges. Many of these risks and our risk management strategies are described in more detail elsewhere in this Report. Our success will depend upon, among other things, the following factors that we manage or control: • Effectively managing capital and liquidity, including: ◦ Continuing to maintain and, over time, grow our deposit base as a low-cost stable funding source, ◦ Prudent liquidity and capital management to meet evolving regulatory capital, capital planning, stress testing, and liquidity standards, and ◦ Actions we take within the capital and other financial markets, • Our ability to manage any material costs related to the execution of our strategic priorities, including increased employees, infrastructure, compliance, and other costs in a profitable manner over the long term, • Management of credit risk and interest rate risk in our portfolio, • Our ability to manage and implement strategic business objectives within the changing regulatory environment, • The impact of legal and regulatory-related contingencies, • The appropriateness of critical accounting estimates and related contingencies, • Our ability to manage operational risks related to new products and services, changes in processes and procedures, or the implementation of new technology, • The ability to make investments to promote compliance with existing and evolving regulatory requirements that will increase as the Company grows and will result in increased administrative expenses that we did not previously incur, which costs may materially increase our general and administrative expenses, and 67 Table of Contents • The ability to execute our strategic objectives, including completing our pending merger with Summit, successfully integrating Summit’s operations, people, and technology with ours, and continuing to efficiently satisfy the obligations associated with being a public company, all of which will require significant resources and management attention and may divert management’s attention from our business operations. Our financial performance is also substantially affected by a number of external factors outside of our control, including the following: • Economic conditions, including the length and extent of the economic impacts of events affecting the financial services market generally as well as pandemics and political conflicts, and any actions taken to mitigate and manage such impacts, • The effect of climate change on our business and performance, including indirectly through impacts on our customers, • The actions by the Federal Reserve, U.S. Treasury, and other government agencies, including those that impact money supply and market interest rates and inflation, • The level of, and direction, timing, and magnitude of movement in interest rates and the shape of the interest rate yield curve, • The functioning and other performance of and availability of liquidity in U.S. and global financial markets, including capital markets, • The impact of tariffs and other trade policies of the U.S. and its global trading partners, • Changes in the competitive landscape, • Impacts of changes in federal, state, and local governmental policy, including on the regulatory landscape, capital markets, taxes, infrastructure spending, and social programs, • The impact of market credit spreads on asset valuations, • The ability of customers, counterparties, and issuers to perform in accordance with contractual terms and the resulting impact on our asset quality, • Loan demand, utilization of credit commitments, and standby letters of credit, • The impact on customers and changes in customer behavior due to changing business and economic conditions or regulatory or legislative initiatives, • The possibility that the Summit merger will not close when expected, or at all, because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis, or at all, and • Our ability to eventually and successfully integrate into our operations Summit’s assets, liabilities, and systems, as well as new management personnel and customers, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto. The impact of these items, where material, is discussed in the applicable sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations. For additional information on the risks we face, see Item 1A. — Risk Factors . 68 Table of Contents Selected Financial Data The following table sets forth selected historical consolidated financial information for each of the periods indicated. This information should be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations , below, and with the accompanying consolidated financial statements included in this Form 10-K. The historical information indicated as of and for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, has been derived from the Company’s audited consolidated financial statements for the years ended December 31, 2023, December 31, 2022, and December 31, 2021. Historical results set forth below and elsewhere in this Form 10-K are not necessarily indicative of future performance. As of December 31, (In thousands, except ratios, share, and per share data) 2023 2022 2021 Selected Financial Condition Data: Total assets $ 3,617,579 $ 3,562,898 $ 3,621,743 Total cash and cash equivalents 44,498 50,295 77,363 Total investment securities, at fair value 1,248,439 1,371,757 1,605,681 Net loans 2,062,455 1,866,182 1,713,364 Company-owned life insurance 94,159 92,487 91,062 Premises and equipment, net 61,128 53,170 36,875 Total deposits 3,001,881 2,920,400 2,933,417 Advances and other borrowings 272,000 343,100 275,000 Total shareholders’ equity 314,750 273,453 389,627 As of or for the Year Ended December 31, Selected Operating Data: 2023 2022 2021 Interest income $ 146,896 $ 112,633 $ 100,820 Interest expense 53,137 8,941 4,217 Net interest income 93,759 103,692 96,603 Provision for (recapture of) credit losses 214 (7,466) (1,002) Total non-interest income 17,952 17,087 17,251 Total non-interest expenses 86,436 75,946 74,414 Income before income taxes 25,061 52,299 40,442 Income tax expense 2,369 8,286 4,277 Net income 22,692 44,013 36,165 Per Share Data: Average shares of Common Stock outstanding, basic 7,428,042 7,425,088 7,424,405 Average shares of Common Stock outstanding, diluted 7,506,855 7,467,717 7,430,064 Total shares of Common Stock outstanding 7,428,710 7,425,760 7,423,760 Basic net income per share $ 3.05 $ 5.93 $ 4.87 Diluted net income per share 3.02 5.89 4.87 Dividends declared per share 2.12 2.12 2.00 Dividend payout ratio (1) 70.20 % 35.99 % 41.07 % Book value (at period end) $ 42.37 $ 36.82 $ 52.48 69 Table of Contents As of or for the Year Ended December 31, 2023 2022 2021 Performance Ratios: Return on average assets 0.63 % 1.24 % 1.02 % Return on average equity 8.00 14.28 9.35 Interest rate spread (2) 2.23 3.06 2.91 Net interest margin (3) 2.85 3.19 2.97 Efficiency ratio (4) 77.37 62.88 65.36 Capital Ratios: Common equity tier 1 (CET 1) capital to risk-weighted assets (5) 16.85 % 17.97 % 17.59 % Total risk-based capital to risk-weighted assets (5) 17.88 18.88 18.84 Tier 1 capital to risk-weighted assets (5) 16.85 17.97 17.59 Tier 1 capital to average assets (5) 11.31 11.34 10.81 Average equity to average assets (5) 7.90 8.65 10.93 Asset Quality Ratios: Allowance coverage ratio 1.21 % 1.11 % 1.82 % Allowance for credit losses as a percentage of non-performing loans 675.77 382.74 120.75 Net charge-offs to average outstanding loans during the period — 0.18 — Non-performing loans as a percentage of total loans 0.18 0.29 1.50 Non-performing assets as a percentage of total assets 0.10 0.15 0.73 Other Data: Number of full-service branches 23 23 24 Number of full-time equivalent employees 400 411 397 __________________ (1) Dividend payout ratio represents per share dividends declared divided by diluted earnings per share. (2) The interest rate spread represents the difference between the fully taxable-equivalent weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period. (3) The net interest margin represents fully taxable-equivalent net interest income as a percent of average interest-earning assets for the period. (4) The efficiency ratio represents non-interest expense as a percentage of the sum of net interest income and non-interest income. (5) Capital ratios are for Burke & Herbert Financial Services Corp. in 2023 and 2022 and Burke & Herbert Bank & Trust Company in 2021. See Note 12 — Regulatory Capital Matters in Notes to the December 31, 2023 Consolidated Financial Statements of the Company for additional information. 70 Table of Contents Results of Operations Results of Operations for Years Ended December 31, 2023, and December 31, 2022 General Consolidated net income for the year ended December 31, 2023, was $22.7 million compared to $44.0 million earned during the year ended December 31, 2022. The $21.3 million or 48.4% decrease in net income in 2023 compared to 2022 was primarily due to increased funding costs, Nasdaq listing costs, merger-related costs, and the change in provision for credit losses that included a recapture of the allowance for loan losses in the prior year ended December 31, 2022. Net interest income totaled $93.8 million for the year ended December 31, 2023, compared to $103.7 million for the year ended December 31, 2022. The $9.9 million decrease in net interest income was primarily driven by higher deposit and borrowing interest expense and was partially offset by higher interest income from loan growth as well as increases in interest rates for loans and securities. Savings and time deposits were the primary driver of increased net interest expense due to both volume and rate. For the year ended December 31, 2023, the Company recorded credit provision expense of $0.2 million compared to a recapture of provision of $7.5 million for the year ended December 31, 2022. For the year ended December 31, 2022, the Company was able to recapture a provision related to the initial uncertainty of the COVID-19 pandemic and the sale of a non-performing loan note. This non-performing loan had a specific reserve prior to the sale of the note. For the current period, the adoption of CECL (which requires the Company to estimate provision of credit losses using an expected life-time loss approach versus an incurred model), along with increased loan portfolio balances resulted in a higher credit expense for the year ended December 31, 2023, compared to the year ended December 31, 2022. Non-interest income increased by $0.9 million, or 5.1%, to $18.0 million for the year ended December 31, 2023, compared to $17.1 million for the year ended December 31, 2022. The increase in non-interest income was primarily due to a $0.5 million increase in other non-interest income, which included an increase in dividend income from FHLB stock, and an increase in fee income from customer swap activity compared to the year ended December 31, 2022. The Company also realized lower losses on the sale of securities resulting in an increase of $0.3 million in net gains/(losses) from securities compared to the year ended December 31, 2022. Non-interest expense increased by $10.5 million, or 13.8%, to $86.4 million for the year ended December 31, 2023, compared to $75.9 million for the year ended December 31, 2022. The increase was primarily due an increase in pensions and other employee benefit costs of $1.7 million, costs associated with the listing of our common stock on the Nasdaq stock exchange, including the filing of a Form 10 Registration Statement, costs incurred for the pending merger with Summit, and the sale of corporate buildings that lowered non-interest expense by $4.6 million for the year ended December 31, 2022. For the year ended December 31, 2023, the Company incurred $3.0 million of legal, consulting, and audit fees related to the announced merger with Summit Financial Group, Inc. Net Interest Income and Net Interest Margin Net interest income is the principal component of the Company’s income stream and represents the difference, or spread, between interest and fee income generated from earning assets and the interest expense paid on deposits and borrowed funds. Net interest margin, stated as a percentage, is the yield obtained by dividing the difference between interest income generated on earning assets and the interest expense paid on all funding sources by average earning assets. Fluctuations in interest rates as well as changes in the volume and mix of earnings assets and interest-bearing liabilities can impact net interest income and net interest margin. Management closely monitors both total net interest income and the net interest margin and seeks to maximize net interest income without exposing the Company to an excessive level of interest rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity, and repricing options of all classes of interest-bearing assets and liabilities. 71 Table of Contents Net interest income totaled $93.8 million for the year ended December 31, 2023, compared to $103.7 million for the year ended December 31, 2022. The $9.9 million decrease in net interest income was primarily driven by higher deposit and borrowing interest expense and was partially offset by higher interest income from loan growth as well as increases in interest rates for loans and securities. Interest-bearing deposits were the primary driver of increased net interest expense due to both volume and rate. The increase in volume for the interest-bearing deposits was due to the shift from non-interest-bearing deposit accounts to these accounts. The taxable-equivalent net interest margin was 2.85% for the year ended December 31, 2023, compared to 3.19% for the year ended December 31, 2022. The decrease in tax-adjusted net interest margin was primarily driven by the increase in market rates that increased the cost of deposits and other borrowings in excess of the increase in interest income from interest-earning assets. The yield for the year ended December 31, 2023, for the loan portfolio was 5.07% compared to 4.15% for the year ended December 31, 2022. The increase was primarily the result of new loan production in a rising rate environment. For the year ended December 31, 2023, the tax-adjusted yield on the total investment securities portfolio was 3.44% compared to 2.71% for the year ended December 31, 2022. The increase was primarily due to higher market interest rates that increased the effective rate earned on investment securities. The rate paid on interest-bearing deposits increased to 1.86% during the year ended December 31, 2023, from 0.19% during the year ended December 31, 2022. The increase was a result of market and economic conditions, which led to an increase in rates paid on selected parts of our deposit portfolio. Increases in deposit rates rose at a faster pace due to the increases in the Federal Funds Rate through 2023. The rate paid on our borrowings for the year ended December 31, 2023, was 4.69% compared to 1.93% for the year ended December 31, 2022. The increase was due to the increase in short-term borrowing costs, driven by increases in the Federal Funds Rate through 2023. 72 Table of Contents The following table sets forth the major components of net interest income and the related yields and rates for the years ended December 31, 2023, and December 31, 2022, for comparison (dollars in thousands). For the Years Ended 2023 2022 Average Outstanding Balance Interest Income/Expense Rate Earned/Paid Average Outstanding Balance Interest Income/Expense Rate Earned/ Paid Assets: Loans, gross (1)(2) $ 2,007,030 $ 101,800 5.07 % $ 1,773,883 $ 73,640 4.15 % Interest-bearing deposits and fed funds sold 52,002 2,302 4.43 42,695 436 1.02 Taxable securities 1,020,707 37,179 3.64 1,149,023 29,616 2.58 Tax-exempt securities (3) 265,608 7,108 2.68 361,671 11,316 3.13 Total securities 1,286,315 44,287 3.44 1,510,694 40,932 2.71 Total interest-earning assets 3,345,347 148,389 4.44 3,327,272 115,008 3.46 Non-interest-earning assets 249,008 234,062 Total assets $ 3,594,355 $ 3,561,334 Liabilities and shareholders’ equity: Deposits: Non-interest-bearing demand $ 878,740 $ 971,618 Interest-bearing demand 544,651 2,312 0.42 % 580,901 202 0.03 % Savings 967,306 15,819 1.64 1,116,941 1,551 0.14 Time 597,796 21,064 3.52 293,418 1,989 0.68 Total interest-bearing deposits 2,109,753 39,195 1.86 1,991,260 3,742 0.19 Total deposits 2,988,493 39,195 1.31 2,962,878 3,742 0.13 Borrowings: FHLB advances and other (4) 297,111 13,942 4.69 269,576 5,199 1.93 Total interest-bearing liabilities 2,406,864 53,137 2.21 2,260,836 8,941 0.40 Non-interest-bearing liabilities 24,949 20,721 Equity 283,802 308,159 Total liabilities and equity $ 3,594,355 $ 3,561,334 Taxable-equivalent net interest income /net interest spread (5) 95,252 2.23 % 106,067 3.06 % Taxable-equivalent net interest margin (6) 2.85 % 3.19 % Taxable-equivalent net adjustment (1,493) (2,375) Net interest income $ 93,759 $ 103,692 Net interest-earning assets $ 938,483 $ 1,066,436 (1) Non-accrual loans are included in average loan balances. (2) Loan fees are included in the calculation of interest income. (3) Yields and interest income on tax-exempt assets are computed on a taxable-equivalent basis assuming a 21% tax rate. (4) FHLB Advances and other includes finance lease liabilities. (5) The interest rate spread represents the difference between the fully taxable equivalent weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period. (6) The net interest margin represents fully taxable equivalent net interest income as a percent of average interest-earning assets for the period. Taxable-equivalent net interest margin, as presented above, is calculated by dividing fully tax-equivalent (“FTE”) net interest income by total average earning assets. Net interest income, on an FTE basis, is a non-GAAP financial measure that the Company believes to provide a more accurate picture of the interest margin for comparative purposes. Management believes FTE net interest income is a standard practice in the banking industry, and when net interest income is adjusted on an FTE basis, yields on taxable, nontaxable, and partially taxable assets are comparable; however, the adjustment to an FTE basis has no impact on net income. FTE net interest income is calculated by adding the tax benefit on certain financial interest earning assets, whose interest is tax-exempt, to total interest income and then subtracting total interest expense. As a non-GAAP measure, FTE net interest income should not be considered as a substitute for the nearest comparable GAAP measure, net interest income. Net interest 73 Table of Contents income shown elsewhere in this Form 10-K is GAAP net interest income. The following table reconciles GAAP net interest income to FTE net interest income (in thousands). For the Years Ended 2023 2022 GAAP Financial Measurements Interest Income - Loans $ 101,800 $ 73,640 Interest Income - Securities taxable 37,179 29,616 Interest Income - Securities tax-exempt 5,615 8,940 Interest Income - Other interest income 2,302 437 Total Interest Income 146,896 112,633 Interest Expense - Deposits 39,195 3,742 Interest Expense - Borrowed funds 13,856 5,136 Interest Expense - Other 86 63 Total Interest Expense 53,137 8,941 Total Net Interest Income $ 93,759 $ 103,692 Non-GAAP Financial Measurements Add: Tax Benefit on Tax-Exempt Interest Income - Securities $ 1,493 $ 2,375 Total Tax Benefit on Tax-Exempt Interest Income (1) 1,493 2,375 Tax-Equivalent Net Interest Income $ 95,252 $ 106,067 (1) Tax benefit was calculated using the federal statutory tax rate of 21%. Rate/Volume Analysis The following table sets forth the dollar difference in interest earned and paid for each major category of interest-earning assets and interest-bearing liabilities for the noted periods and the amount of such change attributable to changes in average balances (volume) or changes in average interest rates. Interest income and interest expense for the years ended December 31, 2023, and December 31, 2022, are annualized using an actual days over calendar year method. The volume variances are equal to the increase or decrease in average balance multiplied by current period rates, and rate variances are equal to the increase or decrease in rate times prior period average balances. Variances attributable to both rate and volume changes are calculated by multiplying the change in rate by the change in average balance and are allocated to the volume variance. See table below (in thousands). 74 Table of Contents Year Ended December 31, 2023, Compared to December 31, 2022 Increase (Decrease) Due to Change in: Average Volume Average Rate Net Change Income from the interest-earning assets: Loans, gross $ 11,803 $ 16,358 $ 28,161 Securities (1) (7,725) 11,080 3,355 Interest bearing deposits and fed funds sold 412 1,453 1,865 Total interest income on interest-earning assets 4,490 28,891 33,381 Expense from the interest-bearing liabilities: Interest-bearing demand deposits (154) 2,264 2,110 Savings deposits (2,447) 16,714 14,267 Time deposits 11,488 7,587 19,075 Total interest expense on interest-bearing deposits 8,887 26,565 35,452 Borrowings 1,292 7,452 8,744 Total interest expense on interest-bearing liabilities 10,179 34,017 44,196 Taxable-equivalent net interest income $ (5,689) $ (5,126) $ (10,815) (1) Yields and interest income on tax-exempt securities have been computed on a taxable-equivalent basis. Interest Income Total interest income was $146.9 million for the year ended December 31, 2023, compared to $112.6 million for the year ended December 31, 2022, an increase of 30.4%. The increase in interest income was primarily driven by increased loan balances and higher rates along with increased rates in the securities portfolio. Interest income on securities increased by $4.2 million or 11.0% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Interest income on loans increased $28.2 million or 38.2% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Interest Expense Total interest expense was $53.1 million for the year ended December 31, 2023, compared to $8.9 million for the previous year ended December 31, 2022, an increase of 494.3%. The increase in interest expense was primarily driven by increasing interest rates for both interest-bearing deposits and borrowed funds and by a lesser extent from balance increases in both interest-bearing deposits and borrowed funds. Interest expense on interest-bearing deposits increased by $35.5 million or 947.4% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Interest expense on borrowed funds increased by $8.7 million or 169.8% for the year ended December 31, 2023, compared to the year ended December 31, 2022. Provision for (Recapture of) Credit Losses The provision for credit losses was $0.2 million for the year ended December 31, 2023, compared to a recapture of credit losses of $7.5 million for the year ended December 31, 2022. The increased provision expense was due to the Company estimating credit losses using an expected life-time loss model versus an incurred model and a large recapture of credit losses in 2022. The recapture of credit losses in 2022 was a result of reassessing COVID-19 qualitative factors and the sale of a non-performing loan note. Proceeds obtained for this non-performing loan note were greater than the net of the loan note’s carrying value and specific reserve. Additionally, loan balances have risen significantly for the year ended December 31, 2023, versus the year ended December 31, 2022. See Note 4 — Allowance for Credit Losses in Notes to Consolidated Financial Statements for further information. 75 Table of Contents Non-interest Income The following table sets forth the various components of our non-interest income for the periods indicated (in thousands): Years Ended December 31, Increase (Decrease) 2023 vs. 2022 2023 2022 Amount Percent Fiduciary and wealth management $ 5,354 $ 5,309 $ 45 0.8 % Service charges and fees 6,670 6,855 (185) (2.7) Net gains (losses) on securities (112) (454) 342 (75.3) Income from Company-owned life insurance 2,844 2,656 188 7.1 Other non-interest income 3,196 2,721 475 17.5 Total $ 17,952 $ 17,087 $ 865 5.1 % Non-interest income increased by $0.9 million or 5.1% for the year ended December 31, 2023, compared to December 31, 2022. The increase was primarily driven by an increase in other non-interest income of $0.5 million, which included an increase in dividend income from FHLB stock of $0.2 million and an increase in fee income from customer swap activity of $0.4 million compared to the year ended December 31, 2022. See Note 22 — Revenue from Contracts with Customers in Notes to Consolidated Financial Statements for further information. The Company also realized lower losses on the sale of securities resulting in an increase of $0.3 million from the prior year and an increase in income from Company-owned life insurance of $0.2 million. These increases were partially offset by a decrease in service charges and fees of $0.2 million for the year ended December 31, 2023, compared to December 31, 2022. Non-interest Expense The following table sets forth the various components of our non-interest expense for the periods indicated (in thousands): Years Ended December 31, Increase (Decrease) 2023 vs. 2022 2023 2022 Amount Percent Salaries and wages $ 39,247 $ 39,438 $ (191) (0.5) % Pensions and other employee benefits 9,401 7,700 1,701 22.1 Occupancy 6,035 5,621 414 7.4 Equipment rentals, depreciation and maintenance 5,770 5,768 2 0.0 Other 25,983 17,419 8,564 49.2 Total $ 86,436 $ 75,946 $ 10,490 13.8 % Non-interest expense increased 13.8% for the year ended December 31, 2023, compared to December 31, 2022. The increase in pensions and other employee benefit costs of $1.7 million or 22.1%, from the prior year, was primarily driven by an increase in the Company’s periodic pension cost of $1.0 million and increasing costs arising due to new and existing employee benefits. In addition, our other non-interest expense increased by $8.6 million for the year ended December 31, 2023, largely due to the sale of corporate buildings that lowered other non-interest expense by $4.6 million for the year ended December 31, 2022 along with listing and merger-related costs incurred during the year ended December 31, 2023 which increased other non-interest expense. The costs associated with the listing of our common stock on the Nasdaq stock exchange, including the filing of a Form 10 Registration Statement with the SEC, and costs incurred for the pending merger with Summit totaled $3.4 million for the year ended December 31, 2023. The majority of these listing and merger-related costs consist of legal, consulting, and audit fees. See Note 20 — Other Operating Expenses in Notes to Consolidated Financial Statements for further information on “Other” non-interest expense. 76 Table of Contents Income Tax Expense Income tax expense was $2.4 million for the year ended December 31, 2023, a decrease of $5.9 million from the tax provision for the year ended December 31, 2022. For 2023 and 2022, our effective tax rates were 9.5% and 15.8%, respectively. A decrease in income from operations led to the decrease in the effective tax rate for 2023. The effective tax rate going forward will continue to depend on income from operations as well as any legislative corporate tax changes. Results of Operations for Years Ended December 31, 2022, and December 31, 2021 For a comparison of the 2022 results to the 2021 results and other 2021 information not included herein, refer to the "Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, “Financial Information” of the Company’s Registration Statement on Form 10 as amended and declared effective on April 21, 2023. 77 Table of Contents Analysis of Financial Condition for Years Ended December 31, 2023, and December 31, 2022 Assets increased by $54.7 million to $3.62 billion as of December 31, 2023, compared to $3.56 billion as of December 31, 2022. The increase in assets was primarily due to an increase in loans, net of ACL, of $196.3 million, partially offset by a decrease of $123.3 million in the balance of our securities portfolio due to paydowns and maturities partially offset by an increase in fair value. The securities portfolio amounted to $1.25 billion at December 31, 2023, compared to $1.37 billion at December 31, 2022. Deposits increased by $81.5 million and amounted to $3.00 billion at December 31, 2023, compared to $2.92 billion at December 31, 2022. Borrowed funds decreased by $71.1 million to $272.0 million as of December 31, 2023, compared to $343.1 million at December 31, 2022. Investment Securities Our investment policy is established and reviewed annually by the Board. We are permitted under federal law to invest in various types of liquid assets, including United States Government obligations, securities of various federal agencies and of state and municipal governments, mortgage-backed securities, time deposits of federally insured institutions, certain bankers’ acceptances, and federal funds. Our securities are all classified as available-for-sale (“AFS”). Our investments provide a source of liquidity because we can pledge them to support borrowed funds or can liquidate them to generate cash proceeds. Our investment portfolio is also a resource in managing interest rate risk because the maturity and interest rate characteristics of this asset class can be modified to match changes in the loan and deposit portfolios. The majority of our AFS investment portfolio is comprised of obligations of states and municipalities and residential mortgage-backed securities. During the year ended December 31, 2023, the unrealized losses on our holdings decreased from December 31, 2022, increasing the fair value of the portfolio, offset by portfolio runoff, and rebalancing which had a negative impact on the value of our AFS portfolio. On January 1, 2023, the Company adopted the new CECL standard in accordance with ASU 2016-13, which changed the accounting framework by replacing the other-than-temporary impairment (“OTTI”) assessment with the recognition of an ACL. The Company determined that the declines in market value were due to increases in interest rates and market movements and not due to credit factors. Therefore, the Company has concluded that the unrealized losses for the AFS securities do not require an ACL at December 31, 2023. Under the prior OTTI framework, the Company did not record any cumulative OTTI expense as of December 31, 2022. The Company has sufficient access to liquidity such that management does not believe it would be necessary to sell any of its investment securities at a loss to offset any unexpected deposit outflows. Management believes the structure of the Bank’s investment portfolio is appropriately aligned with the rest of the balance sheet to protect against significant and unexpected charges against earnings and capital. 78 Table of Contents The following tables reflect the amortized cost and fair market values for the total portfolio for each category of investment as of December 31, 2023, and December 31, 2022 (in thousands): December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Securities Available-for-Sale U.S. Treasuries and government agencies $ 197,026 $ — $ 17,955 $ 179,071 Obligations of states and municipalities 535,229 21 72,047 463,203 Residential mortgage backed — agency 47,074 — 4,836 42,238 Residential mortgage backed — non-agency 284,826 17 18,812 266,031 Commercial mortgage backed — agency 36,151 28 1,294 34,885 Commercial mortgage backed — non-agency 183,454 — 6,393 177,061 Asset backed 79,315 23 1,402 77,936 Other 9,500 — 1,486 8,014 Total $ 1,372,575 $ 89 $ 124,225 $ 1,248,439 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Securities Available-for-Sale U.S. Treasuries and government agencies $ 198,154 $ — $ 23,161 $ 174,993 Obligations of states and municipalities 550,590 12 96,695 453,907 Residential mortgage backed — agency 57,883 14 4,836 53,061 Residential mortgage backed — non-agency 365,983 2 26,690 339,295 Commercial mortgage backed — agency 61,810 75 1,952 59,933 Commercial mortgage backed — non-agency 191,709 10 8,420 183,299 Asset backed 101,791 49 3,214 98,626 Other 9,500 — 857 8,643 Total $ 1,537,420 $ 162 $ 165,825 $ 1,371,757 The investment maturity table below summarizes contractual maturities for our investment securities at December 31, 2023. The actual timing of principal payments may differ from remaining contractual maturities because obligors may have the right to repay certain obligations with or without penalties. The overall weighted average duration of the Company’s investment portfolio is 3.8 years at December 31, 2023. The weighted-average 79 Table of Contents yield below represents the effective yield for the investment securities and is calculated based on the amortized cost of each security (dollars in thousands). Interest on securities below excludes tax-equivalent adjustments. December 31, 2023 One Year or Less One to Five Years Five to Ten Years After Ten Years Total Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Securities Available-for-Sale U.S. Treasuries and government agencies $ 29,894 1.61 % $ 141,774 1.30 % $ 25,357 1.36 % $ — — % $ 197,025 1.36 % Obligations of states and municipalities — — 25,891 2.49 359,940 2.07 149,398 2.13 535,229 2.11 Residential mortgage backed - agency 43 3.91 11,078 5.16 35,954 3.20 — — 47,075 3.67 Residential mortgage backed - non-agency 91,411 3.81 91,837 3.81 92,752 3.30 8,826 4.68 284,826 3.67 Commercial mortgage backed - agency 122 7.13 23,724 5.42 12,304 5.54 — — 36,150 5.47 Commercial mortgage backed - non-agency 44,762 6.40 133,554 4.54 5,139 1.43 — — 183,455 4.91 Asset backed 8,445 5.61 34,470 7.01 36,400 5.89 — — 79,315 6.35 Other — — — — 9,500 5.13 — — 9,500 5.13 Total $ 174,677 4.19 % $ 462,328 3.53 % $ 577,346 2.67 % $ 158,224 2.28 % $ 1,372,575 3.11 % Lending Activities Our loan portfolio consists primarily of commercial real estate loans, but we offer a variety of loan products to meet the credit needs of our borrowers. The risks associated with lending activities differ among loan classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans, and general economic conditions. Any of these factors may adversely impact a borrower’s ability to repay loans and also impact the associated collateral. Additional discussion on the classes of loans the Company makes and related risks is included in Note 1 — Nature of Business Activities and Significant Accounting Policies and Note 3 — Loans in Notes to Consolidated Financial Statements. Loan balances by portfolio segment were as follows (in thousands): 12/31/2023 12/31/2022 Commercial real estate $ 1,309,084 $ 1,109,315 Owner-occupied commercial real estate 131,381 127,114 Acquisition, construction & development 49,091 94,450 Commercial & industrial 67,847 53,514 Single family residential (1-4 units) 527,980 499,362 Consumer non-real estate and other 2,373 3,466 Loans, gross 2,087,756 1,887,221 Allowance for credit losses (25,301) (21,039) Loans, net $ 2,062,455 $ 1,866,182 The loan portfolio, excluding ACL, increased by $200.5 million from December 31, 2022, to December 31, 2023, primarily due to commercial real estate, commercial & industrial, and residential real estate loan production. The Company has continued to grow organically by continuing to serve existing customers and new customers through our expansion into newer markets. The following table shows the maturity distribution for total loans outstanding as of December 31, 2023. The maturity distribution is grouped by remaining scheduled principal payments that are due in the following periods. The principal balances of loans are indicated by both fixed and floating rate categories in the table below (in thousands). 80 Table of Contents December 31, 2023 Within One Year One Year to Five Years Five Years to 15 Years After 15 Years Fixed Rates Adjustable Rates Fixed Rates Adjustable Rates Fixed Rates Adjustable Rates Fixed Rates Adjustable Rates Total Loans: Commercial real estate $ 112,311 $ 28,198 $ 584,983 $ 128,763 $ 333,782 $ 97,528 $ 23,519 $ — $ 1,309,084 Owner-occupied commercial real estate 6,705 1,835 58,415 5,330 57,388 572 — 1,136 131,381 Acquisition, construction & development 628 5,769 2,208 37,023 — — 2,962 501 49,091 Commercial & industrial 635 5,157 41,061 10,010 4,672 5,845 — 467 67,847 Total commercial loans 120,279 40,959 686,667 181,126 395,842 103,945 26,481 2,104 1,557,403 Single family residential (1-4 units) 3,569 2,089 8,933 12,937 19,224 10,495 276,168 194,565 527,980 Consumer non-real estate and other 137 265 774 416 381 — 22 378 2,373 Total loans $ 123,985 $ 43,313 $ 696,374 $ 194,479 $ 415,447 $ 114,440 $ 302,671 $ 197,047 $ 2,087,756 Asset Quality The Company maintains policies and procedures to promote sound underwriting and mitigate credit risk. The Chief Credit Officer is responsible for establishing credit risk policies and procedures, including underwriting guidelines and credit approval authority, and monitoring credit exposure and performance of the Company’s lending-related transactions. A loan is placed on non-accrual status when (i) the Company is advised by the borrower that scheduled principal or interest payments cannot be met, (ii) when management’s best judgment indicates that payment in full of principal and interest can no longer be expected, or (iii) when any such loan or obligation becomes delinquent for 90 days, unless it is both well-secured and in the process of collection. The Company’s asset quality remained strong through December 31, 2023. The Company’s non-performing assets, which includes non-performing loans consisting of non-accrual loans, loans that are more than 90 days past due and still accruing, and other real estate owned, as of December 31, 2023, and December 31, 2022, totaled $3.7 million and $5.5 million, respectively. The following table summarizes the Company’s non-performing assets as of December 31, 2023, and December 31, 2022 (in thousands). 12/31/2023 12/31/2022 Non-accrual loans $ 3,744 $ 5,497 90 days past due and still accruing — — Total non-performing loans 3,744 5,497 Other real estate owned — — Total non-performing assets $ 3,744 $ 5,497 81 Table of Contents Allowance for Credit Losses Refer to the discussion in the “Critical Accounting Policies and Estimates” section above and Note 1 — Nature of Business Activities and Significant Accounting Policies in Notes to Consolidated Financial Statements for management’s approach to estimating the allowance for credit losses. The Company maintains the ACL at a level deemed adequate by management for expected credit losses. As disclosed in Note 1 and Note 4 in Notes to Consolidated Financial Statements, on January 1, 2023, the Company implemented CECL and increased the ACL, previously the allowance for credit losses, with a cumulative-effect adjustment to the ACL for credit losses of $4.4 million, which included a cumulative-effect adjustment to the ACL for off-balance sheet exposures of $274.8 thousand. The Company’s ACL is calculated quarterly with any adjustment recorded to the provision for credit losses in the consolidated Statement of Income. Management evaluates the adequacy of the ACL, utilizing a defined methodology to determine if it properly addresses the current and expected risks in the loan portfolio, which considers the performance of borrowers and specific evaluation of individually evaluated loans, including historical loss experiences, trends in delinquencies, non-performing loans and other risk assets, and qualitative factors. Risk factors are continuously reviewed and adjusted, as needed, by management when conditions support a change. Management believes its approach properly addresses relevant accounting and bank regulatory guidance for loans both collectively and individually evaluated. Gross charged-off loans were $0.2 million, $3.5 million, and $0.2 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. A majority of the charge-offs in 2022 related to a loan that the Company sold as part of a portfolio management strategy. Gross recoveries totaled $0.1 million, $0.2 million, and $0.3 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. The ACL as a percentage of gross loans, net of unearned income, was 1.21%, 1.11%, and 1.82% as of December 31, 2023, December 31, 2022, and December 31, 2021, respectively. The Company recorded a provision for credit losses of $0.2 million, a provision recapture of credit losses of $7.5 million, and a provision recapture of credit losses of $1.0 million for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. The increased provision expense in 2023 was partly due to the Company estimating credit losses using an expected life-time loss model versus an incurred model but primarily the result of a large recapture in 2022. The provision recapture in 2022 was a result of reassessing COVID-19 qualitative factors and the sale of a non-performing loan note. The following table summarizes the changes in the Company’s credit loss experience by portfolio for the year ended December 31, 2023, and the changes in the Company’s allowance for loan losses for the years ended December 31, 2022, and December 31, 2021 (dollars in thousands): 82 Table of Contents 2023 2022 2021 Loans outstanding at end of period $ 2,087,756 $ 1,887,221 $ 1,745,073 Balance of allowance at beginning of year (21,039) (31,709) (32,697) Initial CECL adjustment (4,125) — — Loans charged-off Commercial real estate — 3,282 127 Owner-occupied commercial real estate — — — Acquisition, construction & development — — — Commercial & industrial 29 20 — Residential — — 16 Consumer non-real estate and other 165 148 99 Total loans charged-off 194 3,450 242 Recoveries of loans charged-off Commercial real estate 38 38 13 Owner-occupied commercial real estate — — 17 Acquisition, construction & development — — — Commercial & industrial — — 20 Residential 52 184 183 Consumer non-real estate and other 6 24 23 Total recoveries of loans charged-off 96 246 256 Net loan charge-offs (recoveries) 98 3,204 (14) Provision for (recapture of) credit losses for the period 235 (7,466) (1,002) Ending allowance $ (25,301) $ (21,039) $ (31,709) Average loans outstanding during the period $ 2,007,030 $ 1,773,883 $ 1,789,172 Allowance coverage ratio (1) 1.21 % 1.11 % 1.82 % Net charge-offs to average outstanding loans during the period (2) 0.00 0.18 0.00 Allowance for credit losses as a percentage of non-performing loans (3) 675.77 382.74 120.75 __________________ (1) The allowance coverage ratio is calculated by dividing the ACL at the end of the period by gross loans, net of unearned income at the end of the period for the year ended December 31, 2023, and by dividing the allowance for loan losses at the end of the period by gross loans, net of unearned income at the end of the period for all other periods presented. (2) The Net charge-offs to average outstanding loans during the period is calculated by dividing total net loan charge-offs (recoveries) during the year by average gross loans outstanding during the year. (3) The Allowance for credit losses as a percentage of non-performing loans ratio is calculated by dividing the ACL at the end of the period by non-accrual loans at the end of the period for the year ended December 31, 2023, and by dividing the allowance for loan losses at the end of the period by nonaccrual loans at the end of the period for all other periods presented. The following table summarizes the allowance for credit losses by portfolio segment with a comparison of the percentage composition in relation to total ACL and total loans as of December 31, 2023, and the allowance for loan 83 Table of Contents losses by portfolio with a comparison of the percentage composition in relation to total allowance for loan losses and total loans for December 31, 2022 (dollars in thousands). 12/31/2023 In thousands Allowance for credit losses Percent of Allowance in Each Category to Total Allocated Allowance Percent of Loans in Each Category to Total Loans Commercial real estate $ 20,633 81.56 % 62.71 % Owner occupied commercial real estate 783 3.09 6.29 Acquisition, construction & development 368 1.45 2.35 Commercial & industrial 645 2.55 3.25 Residential 2,797 11.05 25.29 Consumer non real estate and other 75 0.30 0.11 Total $ 25,301 100.00 % 100.00 % 12/31/2022 In thousands Allowance for loan losses Percent of Allowance in Each Category to Total Allocated Allowance Percent of Loans in Each Category to Total Loans Commercial real estate $ 15,477 73.56 % 58.78 % Owner occupied commercial real estate 635 3.02 6.74 Acquisition, construction & development 2,082 9.90 5.00 Commercial & industrial 438 2.08 2.84 Residential 2,379 11.31 26.46 Consumer non real estate and other 28 0.13 0.18 Total $ 21,039 100.00 % 100.00 % Derivative Financial Instruments The Company utilizes interest rate swap agreements as part of its asset/liability management strategy to help manage its interest rate risk position. The Company recognizes derivative financial instruments at fair value as either other assets or other liabilities on the Consolidated Balance Sheets. The Company’s use of derivative financial instruments are described more fully in Note 1 3 — Derivatives in Notes to Consolidated Financial Statements. Off-Balance Sheet Arrangements The Company enters into certain off-balance sheet arrangements in the normal course of business to meet the financing needs of its customers. These off-balance sheet arrangements include commitments to extend credit, standby letters of credit, and financial guarantees which would impact the Company’s liquidity and capital resources to the extent customers accept and/or use these commitments. See Note 1 4 — Commitments and Contingencies in Notes to Consolidated Financial Statements for a discussion of credit extension commitments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. With the exception of these off-balance sheet arrangements, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. 84 Table of Contents Funding Activities The Company’s funding activities are monitored and governed through the Company’s asset/liability management process. Deposits are the primary source of funds for lending and investing activities; however, the Company will use borrowings to meet liquidity needs and for temporary funding. Sources of borrowings include advances from the FHLB of Atlanta, borrowings from correspondent banks, and the Fed Discount Window. The Company also utilizes brokered time deposits. For more discussion of brokered time deposits, see the Deposits heading below this section. As of December 31, 2023, the Company has available unused borrowing capacity of $987.0 million through its available lines of credit with the FHLB of Atlanta and unsecured federal fund lines of credit from correspondent banking relationships. Advances on credit lines are secured by both securities and loans. The following table shows certain information regarding borrowings at year end 2023 and 2022 (dollars in thousands): 2023 2022 Balance at end of period $ 272,000 $ 343,100 Weighted average interest rate at end of period 4.75 % 4.42 % Deposits Total deposits increased by $81.5 million from December 31, 2023, to December 31, 2022, primarily driven by the issuance of brokered deposits. The Company’s brokered deposits balance was $389.0 million and $100.3 million at December 31, 2023, and December 31, 2022, respectively. All of the Company’s brokered deposits are in the form of certificates of deposits that are insured by the FDIC. The Company issued brokered CDs in tranches, with varying initial maturities from 18 months to 60 months and varying call options between 6 months and 12 months. The Company has the ability to call all current issuances by the end of February 2024, at par. Excluding the brokered deposit balance, the total deposit balance decreased by $207.3 million due to economic and competitive conditions. The following table sets forth the average balances of deposits and the average interest rates paid as of the dates indicated (dollars in thousands). Dec 31, 2023 Dec 31, 2022 Average Balance Average Rate Paid Average Balance Average Rate Paid Demand, non-interest-bearing $ 878,740 — % $ 971,618 — % Demand, interest-bearing 544,651 0.42 580,901 0.03 Money market and savings 967,306 1.64 1,116,941 0.14 Brokered deposits 347,582 4.57 41,257 3.45 Time deposits, other 250,214 2.07 252,161 0.22 Total interest-bearing 2,109,753 1.86 1,991,260 0.19 Total Deposits $ 2,988,493 1.31 $ 2,962,878 0.13 Total average deposits increased by $25.6 million, due to the Company’s issuance of brokered deposits that more than offset declines in deposit balances during the year ended, December 31, 2023 . The Company continues to seek organic growth in both interest-bearing and non-interest-bearing deposits consistent with our relationship-based strategy. Management evaluates its utilization of brokered deposits, taking into consideration the interest rate curve and regulatory views on non-core funding sources, and balances this funding source with its funding needs based on growth initiatives. 85 Table of Contents The Company has deposits that meet or exceed the FDIC insurance limit of $250,000 of $677.3 million and $843.4 million at December 31, 2023, and December 31, 2022. The Company does not have material deposit concentration risk to any significant market, industry or individual at December 31, 2023. The following table sets forth maturity ranges of certificates of deposit, as of December 31, 2023, that meet or exceed the FDIC insurance limit (in thousands). Dec 31, 2023 Due within 3 months or less $ 25,368 Due after 3 months and within 6 months 39,833 Due after 6 months and within 12 months 23,309 Due after 12 months 3,797 Total uninsured, time deposits $ 92,307 Shareholders’ Equity Total shareholders’ equity at December 31, 2023, was $314.8 million, compared to $273.5 million at December 31, 2022. Shareholders’ equity increased by $41.3 million primarily due to lower unrealized losses from the AFS securities portfolio in accumulated other comprehensive income. Overall, accumulated other comprehensive loss decreased by $36.0 million as a result of an increase in the fair value of investment securities available-for-sale. 86 Table of Contents