What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 331 added, 223 removed, 1163 unchanged (32% of the section changed)

2 unchanged sentences

Consolidated Financial Statements:

Consolidated Balance Sheets as of March 31, 2025 (Unaudited), and December 31, 202 4

Consolidated Statements of Income for the Three Months Ended March 31, 2025 , and March 31, 202 4 (Unaudited)

Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2 025 , and March 31, 2024 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2 025 , and March 31, 202 4 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 202 5 , and March 31, 202 4 (Unaudited)

Consolidated Balance Sheets as of June 3 0 , 2025 (Unaudited), and December 31, 2024

Consolidated Statements of Income ( L oss) for the Three and Six Months Ended June 3 0 , 2025, and June 3 0 , 2024 (Unaudited)

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 3 0 , 2025, and June 3 0 , 2024 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30 , 2025, and June 30 , 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2025, and June 30 , 2024 (Unaudited)

Notes to the Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In thousands, except share and per share data)

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Restricted stock, at cost 42,189 33,559

Loans held-for-sale, at fair value 1,302 2,331

Loans held-for-sale 1,511 2,331

Loans 5,590,457 5,672,236

23 unchanged sentences

2,000,000 shares authorized;

1,500 shares issued and outstanding at March 31, 2025;

1,500 shares issued and outstanding at June 30, 2025;

1,500 shares issued and outstanding at December 31, 2024

2 unchanged sentences

$ 0.50 par value;

40,000,000 shares authorized, 15,554,097 shares issued and 14,982,807 shares outstanding at March 31, 2025;

40,000,000 shares authorized, 15,579,002 shares issued and 15,007,712 shares outstanding at June 30, 2025;

40,000,000 shares authorized, 15,540,394 shares issued and 14,969,104 shares outstanding at December 31, 2024

3 unchanged sentences

Treasury stock ( 27,584 ) ( 27,584 )

571,290 shares, at cost, at March 31, 2025, and 571,290 shares, at cost, at December 31, 2024

571,290 shares, at cost, at June 30, 2025, and 571,290 shares, at cost, at December 31, 2024

Total Shareholders’ Equity

4 unchanged sentences

Burke & Herbert Financial Services Corp.

Consolidated Statements of Income

Consolidated Statements of Income (Loss)

(In thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest income

14 unchanged sentences

Credit loss expense (recapture) - loans and available-for-sale securities 717 20,100 1,617 19,430

Credit loss (recapture) - off-balance sheet credit exposures ( 399 ) —

Credit loss expense (recapture) - off-balance sheet credit exposures ( 93 ) 3,810 ( 492 ) 3,810

Total provision (recapture) for credit losses 624 23,910 1,125 23,240

15 unchanged sentences

Total non-interest expense 49,305 64,432 98,969 85,597

Income before income taxes 32,845 5,890

Income tax expense

Net income 27,201 5,212

Income (loss) before income taxes 37,181 ( 19,072 ) 70,026 ( 13,182 )

Income tax expense (benefit)

7,284 ( 2,153 ) 12,928 ( 1,475 )

Net income (loss) 29,897 ( 16,919 ) 57,098 ( 11,707 )

Preferred stock dividends 225 225 450 225

Net income applicable to common shares $ 26,976 $ 5,212

Earnings per common share:

Net income (loss) applicable to common shares $ 29,672 $ ( 17,144 ) $ 56,648 $ ( 11,932 )

Earnings (loss) per common share:

Basic $ 1.98 $ ( 1.41 ) $ 3.78 $ ( 1.22 )

4 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Net income $ 27,201 $ 5,212

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ 29,897 $ ( 16,919 ) $ 57,098 $ ( 11,707 )

Other comprehensive income (loss), net of tax:

Unrealized gains (losses) on securities:

Unrealized gain (loss) arising during period, net of tax of ($ 2,296 ) and $ 117 for the three months ended March 31, 2025, and March 31, 2024, respectively

Unrealized gain (loss) arising during period, net of tax of ($ 43 ) and ($ 221 ) for the three months ended June 30, 2025, and June 30, 2024, respectively, net of tax of ($ 2,560 ) and ($ 104 ) for the six months ended June 30, 2025, and June 30, 2024, respectively

145 833 8,571 392

Reclassification adjustment for loss (gain) on securities, net of tax of $ 0 and $ 0 for the three months ended March 31, 2025, and March 31, 2024, respectively

Reclassification adjustment for loss (gain) on fair value hedge, net of tax of $ 9 and $ 9 for the three months ended March 31, 2025, and March 31, 2024, respectively

Reclassification adjustment for loss (gain) on securities, net of tax of $ 9 and $ 129 for the three months ended June 30, 2025, and June 30, 2024, respectively, net of tax of $ 9 and $ 129 for the six months ended June 30, 2025, and June 30, 2024, respectively

( 29 ) ( 484 ) ( 30 ) ( 484 )

Reclassification adjustment for loss (gain) on fair value hedge, net of tax of $ 9 and $ 9 for the three months ended June 30, 2025, and June 30, 2024, respectively, net of tax of $ 19 and $ 17 for the six months ended June 30, 2025, and June 30, 2024, respectively

( 31 ) ( 32 ) ( 62 ) ( 64 )

Defined benefit pension plans:

Changes in pension plan benefits, net of tax of $ 8 and $ — for the three months ended June 30, 2025, and June 30, 2024, respectively, net of tax of $ 8 and — for the six months ended June 30, 2025, and June 30, 2024, respectively

( 26 ) — ( 26 ) —

Unrealized gain (loss) on cash flow hedge:

Unrealized holding gain (loss) on cash flow hedge, net of tax of ($ 111 ) and ($ 707 ) for the three months ended March 31, 2025, and March 31, 2024, respectively

Reclassification adjustment for losses (gains) included in net income, net of tax $ 99 and ($ 94 ) for the three months ended March 31, 2025, and March 31, 2024, respectively

Unrealized holding gain (loss) on cash flow hedge, net of tax of ($ 202 ) and ($ 238 ) for the three months ended June 30, 2025, and June 30, 2024, respectively, net of tax of ($ 91 ) and ($ 945 ) for the six months ended June 30, 2025, and June 30, 2024, respectively

675 894 305 3,554

Reclassification adjustment for losses (gains) included in net income, net of tax $ 168 and $ 183 for the three months ended June 30, 2025, and June 30, 2024, respectively, net of tax of $ 266 and $ 89 for the six months ended June 30, 2025, and June 30, 2024, respectively

( 564 ) ( 687 ) ( 892 ) ( 334 )

Total other comprehensive income (loss) 170 524 7,866 3,064

4 unchanged sentences

Consolidated Statements of Changes in Shareholders’ Equity

For the Three Months Ended March 31, 2025, and 2024

For the Three Months Ended June 30, 2025, and 2024

(In thousands, except share and per share data)

4 unchanged sentences

Shares Outstanding Amount Additional Paid-in

Balance December 31, 2024 $ 10,413 14,969,104 $ 7,770 $ 401,172 $ 434,106 $ ( 95,720 ) $ ( 27,584 ) $ 730,157

Balance March 31, 2025 $ 10,413 14,982,807 $ 7,777 $ 402,682 $ 452,736 $ ( 88,024 ) $ ( 27,584 ) $ 758,000

Net income — — — — 29,897 — — 29,897

4 unchanged sentences

Share-based compensation expense, net — 24,905 13 552 ( 135 ) — — 430

Balance June 30, 2025 $ 10,413 15,007,712 $ 7,790 $ 403,234 $ 474,019 $ ( 87,854 ) $ ( 27,584 ) $ 780,018

Balance March 31, 2024 $ — 7,440,025 $ 4,006 $ 15,308 $ 428,532 $ ( 100,954 ) $ ( 27,584 ) $ 319,308

Acquisition of Summit Financial Group, Inc.

10,413 7,405,772 3,703 383,329 — — — 397,445

Net income (loss) — — — — ( 16,919 ) — — ( 16,919 )

Other comprehensive income (loss) — — — — — 524 — 524

(Purchase) sale of treasury stock, net — — — — — — — —

Common stock cash dividends, declared — — — — ( 7,869 ) — — ( 7,869 )

Preferred stock cash dividends, declared — — — — ( 225 ) — — ( 225 )

Share-based compensation expense, net — 86,372 43 916 ( 97 ) — — 862

Balance June 30, 2024 $ 10,413 14,932,169 $ 7,752 $ 399,553 $ 403,422 $ ( 100,430 ) $ ( 27,584 ) $ 693,126

See Notes to Consolidated Financial Statements.

Burke & Herbert Financial Services Corp.

Consolidated Statements of Changes in Shareholders’ Equity

For the Six Months Ended June 30, 2025, and 2024

(In thousands, except share and per share data)

Preferred Stock and Surplus Common Stock Retained

Earnings Comprehensive

Income (Loss) Treasury

Stock Shareholders’

Shares Outstanding Amount Additional Paid-in

Balance December 31, 2024 $ 10,413 14,969,104 $ 7,770 $ 401,172 $ 434,106 $ ( 95,720 ) $ ( 27,584 ) $ 730,157

3 unchanged sentences

Common stock cash dividends, declared — — — — ( 16,491 ) — — ( 16,491 )

Preferred stock cash dividends, declared — — — — ( 450 ) — — ( 450 )

Share-based compensation expense, net — 38,608 20 2,062 ( 244 ) — — 1,838

Balance March 31, 2024 $ — 7,440,025 $ 4,006 $ 15,308 $ 428,532 $ ( 100,954 ) $ ( 27,584 ) $ 319,308

Balance June 30, 2025 $ 10,413 15,007,712 $ 7,790 $ 403,234 $ 474,019 $ ( 87,854 ) $ ( 27,584 ) $ 780,018

Balance December 31, 2023 $ — 7,428,710 $ 4,000 $ 14,495 $ 427,333 $ ( 103,494 ) $ ( 27,584 ) $ 314,750

Acquisition of Summit Financial Group, Inc.

10,413 7,405,772 3,703 383,329 — — — 397,445

Net income (loss) — — — — ( 11,707 ) — — ( 11,707 )

Other comprehensive income (loss) — — — — — 3,064 — 3,064

(Purchase) sale of treasury stock, net — — — — — — — —

Common stock cash dividends, declared — — — — ( 11,808 ) — — ( 11,808 )

Preferred stock cash dividends, declared — — — — ( 225 ) — — ( 225 )

Share-based compensation expense, net — 97,687 49 1,729 ( 171 ) — — 1,607

Balance June 30, 2024 $ 10,413 14,932,169 $ 7,752 $ 399,553 $ 403,422 $ ( 100,430 ) $ ( 27,584 ) $ 693,126

See Notes to Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

Net Income $ 27,201 $ 5,212

Adjustments to reconcile net income to net cash provided by operating activities:

Net Income (loss) $ 57,098 $ ( 11,707 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization of fixed assets 3,391 2,315

4 unchanged sentences

Realized (gain) on sales of available-for-sale securities ( 39 ) ( 613 )

Realized loss on sales of OREO property 2 —

Provision for (recapture of) credit losses 501 ( 670 )

Realized (gain) loss on sales of OREO property 2 ( 26 )

Provision for credit losses 1,125 23,240

Income from company-owned life insurance ( 4,175 ) ( 1,469 )

10 unchanged sentences

(Increase) in accrued interest receivable ( 999 ) ( 1,501 )

(Increase) decrease in other assets ( 24,845 ) 1,006

Increase (decrease) in accrued interest payable and other liabilities 35,679 ( 1,543 )

Net cash flows provided by operating activities $ 37,647 $ 7,089

(Increase) in other assets ( 55,847 ) ( 39,733 )

Increase in accrued interest payable and other liabilities 28,522 32,178

Net cash flows provided by (used in) operating activities $ 37,688 $ ( 38,879 )

Cash Flows from Investing Activities

8 unchanged sentences

Proceeds from sale of OREO property 161 —

(Increase) decrease in loans made to customers, net 23,944 ( 30,425 )

Net cash flows provided by (used in) investing activities $ 22,605 $ ( 70,617 )

Decrease in loans made to customers, net 102,851 163,612

Net cash flows provided by investing activities $ 9,012 $ 165,657

Cash Flows from Financing Activities

Net increase (decrease) in non-interest-bearing accounts 2,487 ( 7,553 )

Net increase (decrease) in interest-bearing accounts 24,145 ( 4,215 )

Net increase (decrease) in other short-term borrowings ( 65,000 ) 88,000

Net (decrease) in non-interest-bearing accounts ( 16,323 ) ( 14,966 )

Net (decrease) in interest-bearing accounts ( 108,980 ) ( 56,300 )

Net increase in other short-term borrowings 285,000 122,064

Repayment of finance lease liabilities ( 113 ) ( 107 )

6 unchanged sentences

Sale of treasury stock — —

Net cash flows provided by (used in) financing activities $ ( 46,720 ) $ 73,107

Net cash flows provided by financing activities $ 143,132 $ 40,644

Increase in cash and cash equivalents 189,832 167,422

11 unchanged sentences

Lease liability arising from obtaining right-of-use assets — 10,362

Loans transferred to other real estate owned 117 —

Common stock issued for merger, net — 387,032

41 unchanged sentences

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made.

The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for any other interim period or for the full year.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for any other interim period or for the full year.

All December 31, 2024, amounts and disclosures included in this quarterly report were derived from the Company’s audited consolidated financial statements.

7 unchanged sentences

Early adoption is permitted.

This ASU is not expected to have a material impact our consolidated financial statements.

This ASU is not expected to have a material impact on our consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

7 unchanged sentences

Note 2— Securities

The carrying amount of available-for-sale (“AFS”) securities and their approximate fair values at March 31, 2025, and December 31, 2024, are summarized as follows (in thousands):

March 31, 2025

The carrying amount of available-for-sale (“AFS”) securities and their approximate fair values at June 30, 2025, and December 31, 2024, are summarized as follows (in thousands):

June 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

21 unchanged sentences

Total $ 1,549,589 $ 1,658 $ 118,876 $ 1,432,371

At March 31, 2025, and December 31, 2024, AFS securities with amortized costs of $ 1.2 billion and $ 1.2 billion, respectively, and with estimated fair values of $ 1.1 billion and $ 1.1 billion, respectively, were pledged to serve as collateral for secured borrowings, derivative exposures, or to secure public deposits as required or permitted by law.

The proceeds from sales, calls, and maturities of debt securities available-for-sale, including principal payments received, and the related gross gains and losses realized, for the three months ended March 31, 2025, and March 31, 2024, were as follows (in thousands):

At June 30, 2025, and December 31, 2024, AFS securities with amortized costs of $ 1.1 billion and $ 1.2 billion, respectively, and with estimated fair values of $ 1.0 billion and $ 1.1 billion, respectively, were pledged to serve as collateral for secured borrowings, derivative exposures, or to secure public deposits as required or permitted by law.

The proceeds from sales, calls, and maturities of debt securities available-for-sale, including principal payments received, and the related gross gains and losses realized, for the six months ended June 30, 2025, and June 30, 2024, were as follows (in thousands):

Proceeds from Gross realized

Three Months Ended March 31, Sales Calls and maturities Principal Payments Gains Losses

Six Months Ended June 30, Sales Calls and maturities Principal Payments Gains Losses

2025 $ 963 $ 25,281 $ 82,455 $ 45 $ 6

2024 365,990 32,801 95,219 2,637 2,024

The tax benefit (provision) related to these net realized gains and losses for March 31, 2025, and March 31, 2024, was ($ 0.2 ) thousand, and zero , respectively.

The maturities of AFS securities at March 31, 2025, were as follows (in thousands):

The tax benefit (provision) related to these net realized gains and losses for June 30, 2025, and June 30, 2024, was ($ 8.2 ) thousand, and ($ 128.7 ) thousand, respectively.

The maturities of AFS securities at June 30, 2025, were as follows (in thousands):

(Expected maturities of securities not due at a single maturity date are based on average life at estimated prepayment speed.

1 unchanged sentence

Note 2— Securities (continued)

March 31, 2025

June 30, 2025

Amortized Cost

10 unchanged sentences

Total $ 80,814 $ 552,206 $ 651,462 $ 347,471 $ 1,631,953

March 31, 2025

June 30, 2025

One Year or Less One to Five Years Five to Ten Years After Ten Years Total

9 unchanged sentences

Total $ 79,994 $ 525,613 $ 609,431 $ 307,573 $ 1,522,611

At March 31, 2025, and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S.

At June 30, 2025, and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S.

Government and its agencies, in any amount greater than 10% of shareholders’ equity.

Note 2— Securities (continued)

The following table shows the gross unrealized losses and fair value of the Company’s securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2025, and December 31, 2024.

AFS securities in a continuous unrealized loss position for less than twelve months and more than twelve months are as follows (in thousands):

March 31, 2025

June 30, 2025

Less Than Twelve Months More Than Twelve Months

35 unchanged sentences

If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in accumulated other comprehensive income, net of taxes, in the Consolidated Balance Sheets.

The Company did no t record an ACL on the AFS securities as of March 31, 2025, or December 31, 2024.

The Company did no t record an ACL on the AFS securities as of June 30, 2025, or December 31, 2024.

The Company considers the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit.

The Company had 505 securities in an unrealized loss position as of March 31, 2025.

The Company has evaluated AFS securities in an unrealized loss position for credit-related impairment at March 31, 2025, and concluded no impairment existed based on a combination of factors, which included:

The Company had 528 securities in an unrealized loss position as of June 30, 2025.

The Company has evaluated AFS securities in an unrealized loss position for credit-related impairment at June 30, 2025, and concluded no impairment existed based on a combination of factors, which included:

(1) the securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the par value of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

As such, there was no ACL on AFS securities at March 31, 2025.

As such, there was no ACL on AFS securities at June 30, 2025.

Securities of U.S.

Treasury and Federal Agencies and Federal Agency Mortgage (Residential and Commercial) Backed Securities

At March 31, 2025, the unrealized losses associated with 11 U.S.

At June 30, 2025, the unrealized losses associated with 11 U.S.

Treasuries and Government Agency securities, 12 Residential Mortgage Backed – Agency securities, and 14 Commercial Mortgage Backed – Agency securities were generally driven by changes in interest rates and not due to credit losses given the explicit or implicit guarantees provided by the U.S.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2025.

Securities of U.S.

States and Municipalities

At March 31, 2025, the unrealized losses associated with 346 State and Municipal securities were primarily caused by changes in interest rates and not the credit quality of the securities.

At June 30, 2025, the unrealized losses associated with 386 State and Municipal securities were primarily caused by changes in interest rates and not the credit quality of the securities.

These securities are investment grade and were generally underwritten in accordance with our own investment standards prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision.

1 unchanged sentence

As a result, we expect to recover the entire amortized cost basis of these securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2025.

Residential & Commercial Mortgage Backed – Non-Agency Securities

At March 31, 2025, the unrealized losses associated with 70 Residential Mortgage Backed – Non-Agency securities and 23 Commercial Mortgage Backed – Non-Agency securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

At June 30, 2025, the unrealized losses associated with 61 Residential Mortgage Backed – Non-Agency securities and 16 Commercial Mortgage Backed – Non-Agency securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

We assess for credit impairment by estimating the present value of expected cash flows.

1 unchanged sentence

Based on our assessment of the expected credit losses and the credit enhancement level of the securities, we expect to recover the entire amortized cost of these securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2025.

Asset-Backed Securities

At March 31, 2025, the unrealized losses associated with 18 Asset-Backed securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

At June 30, 2025, the unrealized losses associated with 20 Asset-Backed securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

We assess for credit impairment by estimating the present value of expected cash flows.

1 unchanged sentence

Based on our assessment of the expected credit losses and the credit enhancement level of the securities, we expect to recover the entire amortized cost of these securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2025.

Other Securities

At March 31, 2025, the unrealized losses associated with 8 securities were primarily driven by interest rates and not the credit quality of the securities.

These investments were underwritten in accordance with our own investment standards

At June 30, 2025, the unrealized losses associated with 8 securities were primarily driven by interest rates and not the credit quality of the securities.

These investments were underwritten in accordance with our own investment standards prior to the

Note 2— Securities (continued)

prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision.

decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision.

Based on our assessment of the expected credit losses, we expect to recover the entire amortized cost basis of the securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2025.

Restricted stock, at cost

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $ 19.8 million and $ 18.2 million at March 31, 2025, and December 31, 2024, respectively.

The Company’s investment in Federal Reserve Bank stock totaled $ 14.8 million and $ 14.8 million at March 31, 2025, and December 31, 2024, respectively.

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $ 26.8 million and $ 18.2 million at June 30, 2025, and December 31, 2024, respectively.

The Company’s investment in Federal Reserve Bank stock totaled $ 14.8 million and $ 14.8 million at June 30, 2025, and December 31, 2024, respectively.

FHLB and Federal Reserve stock are generally viewed as long-term investments and as restricted investment securities, which are carried at cost, because there is no market for the stocks other than member institutions.

Therefore, when evaluating FHLB and Federal Reserve stock for impairment, their values are based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

The Company does not consider these investments to be impaired at March 31, 2025, and no impairment has been recognized.

The Company does not consider these investments to be impaired at June 30, 2025, and no impairment has been recognized.

FHLB stock and Federal Reserve stock are included in a separate line item, restricted stock, at cost on the Consolidated Balance Sheets and are not part of the Company’s AFS securities portfolio.

The Company’s restricted stock line item on the Consolidated Balance Sheets also includes an investment in Community Bankers’ Bank, totaling $ 111 thousand at March 31, 2025, and $ 111 thousand at December 31, 2024, which is carried at cost and is not impaired at March 31, 2025.

The Company’s restricted stock line item on the Consolidated Balance Sheets also includes an investment in Community Bankers’ Bank, totaling $ 111 thousand at June 30, 2025, and $ 111 thousand at December 31, 2024, which is carried at cost and is not impaired at June 30, 2025.

The Company also has other restricted investments including Independent Community Bancorp, Inc.

and WV Bankers Title which are included in restricted stock on the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024.

and WV Bankers Title which are included in restricted stock on the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

Note 3— Loans

10 unchanged sentences

Note 3— Loans (continued)

Loan balances as of March 31, 2025, and December 31, 2024, by portfolio segment were as follows (in thousands):

March 31, 2025 December 31, 2024

Loan balances as of June 30, 2025, and December 31, 2024, by portfolio segment were as follows (in thousands):

June 30, 2025 December 31, 2024

Commercial real estate $ 2,767,261 $ 2,637,802

7 unchanged sentences

Loans, net $ 5,523,201 $ 5,604,196

Net deferred loan fees included in the above loan categories totaled $ 4.2 million and $ 4.4 million at March 31, 2025, and December 31, 2024, respectively.

Net deferred loan fees included in the above loan categories totaled $ 4.9 million and $ 4.4 million at June 30, 2025, and December 31, 2024, respectively.

Note 4— Allowance for Credit Losses

On January 1, 2023, the Company adopted the CECL methodology as required under Accounting Standards Codification (“ASC”) 326.

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables.

All information presented as of March 31, 2025, is in accordance with ASC 326.

The Company’s ACL is calculated quarterly, with any adjustment recorded to the provision for credit losses in the Consolidated Statement of Income.

9 unchanged sentences

These qualitative risk factors considered by management are largely comparable to legacy factors prior to the adoption of CECL.

The following tables present the activity in the ACL three months ended March 31, 2025, and the three months ended March 31, 2024, (in thousands).

The following tables present the activity in the ACL for the three and six months ended June 30, 2025, and for the three and six months ended June 30, 2024, including the impact of the allowance established for Purchase Credit Deteriorated (“PCD”) loans for the three and six months ended June 30, 2024, (in thousands).

Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & industrial Single family residential (1-4 units) Consumer non-real estate and other Total

Three months ended

March 31, 2025

June 30, 2025

Balance, beginning of period $ 34,746 $ 3,273 $ 11,474 $ 8,272 $ 9,554 $ 434 $ 67,753

3 unchanged sentences

Balance, end of period $ 28,113 $ 3,530 $ 12,085 $ 10,643 $ 12,208 $ 677 $ 67,256

March 31, 2024

June 30, 2024

Balance, beginning of period $ 18,977 $ 782 $ 674 $ 824 $ 3,272 $ 77 $ 24,606

Allowance established for acquired PCD loans 7,503 1,931 5,968 5,684 2,608 216 23,910

Provision for (recapture of) credit losses 1,030 2,327 11,997 ( 1,594 ) 5,805 535 20,100

2 unchanged sentences

Balance, end of period $ 27,304 $ 5,040 $ 18,639 $ 4,768 $ 11,648 $ 618 $ 68,017

Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & Industrial Single family residential (1-4 units) Consumer non-real estate and other Total

Six months ended

June 30, 2025

Balance, beginning of period 30,444 3,261 17,386 6,633 9,763 553 68,040

Provision for (recapture of) credit losses ( 2,247 ) 1,359 ( 5,301 ) 4,182 2,361 1,263 1,617

Charge-offs ( 116 ) ( 1,100 ) ( 1 ) ( 197 ) ( 37 ) ( 1,513 ) ( 2,964 )

Recoveries 32 10 1 25 121 374 563

Balance, end of period 28,113 3,530 12,085 10,643 12,208 677 67,256

June 30, 2024

Balance, beginning of period 20,633 783 368 645 2,797 75 25,301

Allowance established for acquired PCD loans 7,503 1,931 5,968 5,684 2,608 216 23,910

Provision for (recapture of) credit losses ( 629 ) 2,326 12,303 ( 1,415 ) 6,279 566 19,430

Charge-offs ( 210 ) — — ( 146 ) ( 37 ) ( 248 ) ( 641 )

Recoveries 7 — — — 1 9 17

Balance, end of period 27,304 5,040 18,639 4,768 11,648 618 68,017

Note 4— Allowance for Credit Losses (continued)

The recorded investment in loans excludes accrued interest receivable due to immateriality.

The following table presents the aging of the recorded investment in past due loans as of March 31, 2025, and December 31, 2024, by portfolio segment (in thousands):

March 31, 2025

30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due & Still Accruing Non-accrual loans

The following table presents the aging of the recorded investment in past due loans as of June 30, 2025, and December 31, 2024, by portfolio segment (in thousands):

June 30, 2025

30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due or More & Still Accruing Non-accrual loans

Commercial real estate $ 7,400 $ 14,810 $ 35,729 $ 57,939 $ 2,709,322 $ 2,767,261 $ 856 $ 51,383

6 unchanged sentences

December 31, 2024

30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due & Still Accruing Non-accrual loans

30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due or More & Still Accruing Non-accrual loans

Commercial real estate $ 10,974 $ — $ 8,440 $ 19,414 $ 2,618,388 $ 2,637,802 $ — $ 19,183

8 unchanged sentences

current financial information, historical payment experience, credit documentation, public information, current economic information, and other factors.

The Company analyzes loans individually by classifying the loans by

Note 4— Allowance for Credit Losses (continued)

The Company analyzes loans individually by classifying the loans by credit risk.

The Company internally grades all commercial loans at the time of origination.

12 unchanged sentences

While there may be the possibility of some recovery in the future, it is not practical or desirable to defer writing off these loans at the present time.

Note 4— Allowance for Credit Losses (continued)

The Company has a portfolio of smaller homogenous loans that are not individually risk rated that are included within the single family residential and consumer non-real estate and other loan classes.

Generally, these loan classes are rated as “Pass” unless these loans are on non-accrual and are then classified as substandard.

The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of March 31, 2025, and December 31, 2024 (in thousands):

March 31, 2025

The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of June 30, 2025, and December 31, 2024 (in thousands):

June 30, 2025

2025 2024 2023 2022 2021 Prior Revolving Loans Total

20 unchanged sentences

Doubtful — — — 3,516 — — 190 3,706

Note 4— Allowance for Credit Losses (continued)

Loss 180 — — — — — 548 728

16 unchanged sentences

Total $ 22,914 $ 88,920 $ 145,703 $ 193,127 $ 135,257 $ 391,794 $ 171,154 $ 1,148,869

Note 4— Allowance for Credit Losses (continued)

Year to date gross charge-offs $ — $ — $ — $ — $ — $ 30 $ 7 $ 37

25 unchanged sentences

Total $ 61,433 $ 72,571 $ 99,133 $ 128,439 $ 44,425 $ 175,827 $ 32,534 $ 614,362

Note 4— Allowance for Credit Losses (continued)

Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ —

16 unchanged sentences

Single family residential (1-4 units)

Note 4— Allowance for Credit Losses (continued)

Pass $ 88,857 $ 152,438 $ 201,410 $ 142,719 $ 77,783 $ 332,025 $ 170,077 $ 1,165,309

14 unchanged sentences

Totals $ 554,237 $ 805,534 $ 1,052,113 $ 903,616 $ 329,467 $ 1,258,726 $ 768,543 $ 5,672,236

Note 4— Allowance for Credit Losses (continued)

The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of March 31, 2025, and December 31, 2024 (in thousands):

March 31, 2025

The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of June 30, 2025, and December 31, 2024 (in thousands):

June 30, 2025

With Allowance With No Related Allowance Total

Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance

March 31, 2025

June 30, 2025

Commercial real estate $ 5,824 $ 4,660 $ 46,586 $ 52,410 $ 4,660

16 unchanged sentences

Total $ 9,875 $ 5,854 $ 18,397 $ 28,272 $ 5,854

Note 4— Allowance for Credit Losses (continued)

Purchased Credit Deteriorated Loans

11 unchanged sentences

When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL.

The Company may also provide multiple types of modifications on

Note 4— Allowance for Credit Losses (continued)

an individual loan.

For the three months ended March 31, 2025, and for the year ended, December 31, 2024, the Company did not extend any modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan.

The Company may also provide multiple types of modifications on an individual loan.

For the six months ended June 30, 2025, and for the year ended, December 31, 2024, the Company did not extend any modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan.

Other Real Estate Owned

Real estate owned activity was as follows for the three months ended March 31, 2025, and for the year ended, December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

Real estate owned activity was as follows for the six months ended June 30, 2025, and for the year ended, December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Beginning balance $ 2,783 $ —

5 unchanged sentences

Note 5— Deposits

The aggregate amount of time deposits that meet or exceed the FDIC Insurance Limit of $250,000, was approximately $ 292.3 million and $ 284.4 million on March 31, 2025, and December 31, 2024, respectively.

Brokered time deposits, which are fully insured, totaled $ 246.9 million and $ 244.8 million as of March 31, 2025, and December 31, 2024, respectively.

Time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) program totaled $ 32.2 million at March 31, 2025, compared to $ 35.7 million at December 31, 2024.

The remaining maturities of time deposits as of March 31, 2025 are as follows (in thousands):

As of March 31, 2025

Remaining nine months ending, December 31, 2025 $ 987,610

The aggregate amount of time deposits that meet or exceed the FDIC Insurance Limit of $250,000, was approximately $ 289.7 million and $ 284.4 million on June 30, 2025, and December 31, 2024, respectively.

Brokered time deposits, which are fully insured, totaled $ 132.1 million and $ 244.8 million as of June 30, 2025, and December 31, 2024, respectively.

Time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) program totaled $ 28.1 million at June 30, 2025, compared to $ 35.7 million at December 31, 2024.

Note 5— Deposits (continued)

The remaining maturities of time deposits as of June 30, 2025 are as follows (in thousands):

As of June 30, 2025

Remaining six months ending, December 31, 2025 $ 941,496

Thereafter 8,000

Total $ 1,145,191

At March 31, 2025, and December 31, 2024, amounts included in time deposits for individual retirement accounts totaled $ 118.5 million and $ 118.9 million, respectively.

Overdrafts of $ 899.0 thousand and $ 1.6 million were reclassified to loans as of March 31, 2025, and the year ended December 31, 2024, respectively.

At June 30, 2025, and December 31, 2024, amounts included in time deposits for individual retirement accounts totaled $ 116.2 million and $ 118.9 million, respectively.

Overdrafts of $ 730.0 thousand and $ 1.6 million were reclassified to loans as of June 30, 2025, and the year ended December 31, 2024, respectively.

Note 6— Borrowed Funds

Short-term borrowings

The Company had borrowings of $ 300.0 million and $ 365.0 million at March 31, 2025, and December 31, 2024, respectively.

At March 31, 2025, the interest rate on this debt was 4.42 %.

The Company had borrowings of $ 650.0 million and $ 365.0 million at June 30, 2025, and December 31, 2024, respectively.

At June 30, 2025, the interest rate on this debt ranged from 4.40 % to 4.50 %.

At December 31, 2024, the interest rate on this debt ranged from 4.43 % to 4.57 %.

The average balance outstanding during the three months ending March 31, 2025, and the year ending December 31, 2024, was $ 332.6 million and $ 422.5 million, respectively.

The average balance outstanding during the six months ending June 30, 2025, and the year ending December 31, 2024, was $ 393.8 million and $ 422.5 million, respectively.

The Company has a finance lease liability that is not included in these balances - see Note 7 - Leased Property for a discussion of this liability that is included in the accrued interest and other liabilities line in the Consolidated Balance Sheets.

The Company has available secured lines of credit with the Federal Reserve Bank of Richmond, such as the Borrower-In-Custody program, the FHLB of Atlanta, and unsecured federal funds lines of credit from correspondent banking relationships.

Through these sources, the Company has unused capacity of $ 4.1 billion in remaining borrowing capacity as

Note 6— Borrowed Funds (continued)

of March 31, 2025.

Through these sources, the Company has unused capacity of $ 4.1 billion in remaining borrowing capacity as of June 30, 2025.

The advances on credit lines are secured by both securities and loans.

The lendable collateral value of securities and loans pledged against available lines of credit as of March 31, 2025, and December 31, 2024, was $ 3.1 billion and $ 3.1 billion, respectively.

As of March 31, 2025, all of the Company’s borrowings will mature within one calendar year.

The contractual maturities of these borrowings, which all occur within one year of the reporting date, are as follows as of March 31, 2025, (in thousands):

The lendable collateral value of securities and loans pledged against available lines of credit as of June 30, 2025, and December 31, 2024, was $ 3.2 billion and $ 3.1 billion, respectively.

As of June 30, 2025, all of the Company’s borrowings will mature within one calendar year.

The contractual maturities of these borrowings, which all occur within one year of the reporting date, are as follows as of June 30, 2025, (in thousands):

Due in 2025 $ 650,000

3 unchanged sentences

As part of the Merger, Burke & Herbert assumed $ 75.0 million of subordinated debentures, that were fair valued at $ 61.5 million with a $ 13.5 million discount being amortized into interest expense over the stated maturity.

As of March 31, 2025, the net balance was $ 66.3 million.

As of June 30, 2025, the net balance was $ 67.6 million.

The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity;

2 unchanged sentences

This subordinated debt bears interest at a fixed rate of 3.25 % per year, from acquisition date to, but excluding, December 1, 2026, payable semi-annually in arrears.

From and including, December 1, 2026 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York, plus 230 basis points, payable quarterly in arrears.

Note 6— Borrowed Funds (continued)

This debt has a 10 -year term, and generally, is not prepayable by us within the first 5 years from issuance, which was fourth quarter 2021.

Through the Merger, Burke & Herbert also assumed $ 30 million of subordinated debentures that were fair valued at $ 29.8 million with a $ 0.2 million discount being amortized into interest expense over the stated maturity.

As of March 31, 2025, the net balance was $ 29.9 million.

As of June 30, 2025, the net balance was $ 30 million.

The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity;

15 unchanged sentences

The capital securities issued by SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III qualify as Tier 1 capital under the Federal Reserve guidelines.

In accordance with these Guidelines, trust preferred securities are limited to

Note 6— Borrowed Funds (continued)

25% of Tier 1 capital elements, net of goodwill.

In accordance with these Guidelines, trust preferred securities are limited to 25% of Tier 1 capital elements, net of goodwill.

The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital.

The remaining maturities of subordinated debentures as of March 31, 2025, are as follows (in thousands):

The remaining maturities of subordinated debentures as of June 30, 2025, are as follows (in thousands):

Subordinated debentures

Subordinated debentures owed to unconsolidated subsidiary trusts

Remaining nine months ending, December 31, 2025 $ — $ —

Remaining six months ending, December 31, 2025 $ — $ —

Thereafter 105,000 19,589

5 unchanged sentences

The components of lease income, which were included in non-interest expense on the Consolidated Statements of Income, were as follows (in thousands):

Three Months Ended March 31,

Note 7— Leased Property (continued)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating lease income $ 699 $ 556 $ 1,393 $ 1,131

Total lease income $ 699 $ 556 $ 1,393 $ 1,131

The remaining maturities of operating lease receivables as of March 31, 2025, are as follows (in thousands):

The remaining maturities of operating lease receivables as of June 30, 2025, are as follows (in thousands):

Operating Leases

Remaining nine months ending, December 31, 2025 $ 2,009

Remaining six months ending, December 31, 2025 $ 1,388

Thereafter 2,923

4 unchanged sentences

Certain leases offer the option to extend the lease term, and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised.

Including renewal options, the terms of the Company’s leases range from less than one year to around thirteen years .

Including renewal options, the terms of the Company’s leases range from less than one year to approximately twelve years .

The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

2 unchanged sentences

The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

Note 7— Leased Property (continued)

Right-of-use assets and liabilities by lease type, and the associated balance sheet classifications are as follows (in thousands):

Balance Sheet Classification March 31, 2025 December 31, 2024

Balance Sheet Classification June 30, 2025 December 31, 2024

Right-of-use assets:

7 unchanged sentences

The components of total lease cost were as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Finance lease cost

3 unchanged sentences

Total lease cost $ 939 $ 816 $ 1,873 $ 1,486

The Company’s future undiscounted lease payments for finance and operating leases with initial terms of one year or more as of March 31, 2025, are as follows (in thousands):

Note 7— Leased Property (continued)

The Company’s future undiscounted lease payments for finance and operating leases with initial terms of one year or more as of June 30, 2025, are as follows (in thousands):

Operating Leases Finance Leases

Remaining nine months ending, December 31, 2025 $ 2,352 $ 251

Remaining six months ending, December 31, 2025 $ 1,645 $ 168

2026 3,165 340

6 unchanged sentences

Net lease liabilities $ 15,165 $ 3,507

Note 7— Leased Property (continued)

The following table presents additional information about the Company’s leases as of March 31, 2025, and December 31, 2024.

Supplemental lease information (dollars in thousands) March 31, 2025 December 31, 2024

The following table presents additional information about the Company’s leases as of June 30, 2025, and December 31, 2024.

Supplemental lease information (dollars in thousands) June 30, 2025 December 31, 2024

Finance lease weighted average remaining lease term (years) 11.26 11.75

2 unchanged sentences

Operating lease weighted average discount rate 4.68 % 4.65 %

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities 2025 2024

11 unchanged sentences

The net unrealized gain or loss on AFS securities is not included in computing regulatory capital.

Management believes as of March 31, 2025, the Company and the Bank meet all capital adequacy requirements to which they are subject.

Management believes as of June 30, 2025, the Company and the Bank meet all capital adequacy requirements to which they are subject.

“Prompt corrective action” regulations provide five classifications:

2 unchanged sentences

If “undercapitalized”, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

As of March 31, 2025, and December 31, 2024, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for “prompt corrective action.”

As of June 30, 2025, and December 31, 2024, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for “prompt corrective action.”

Note 8— Regulatory Capital Matters (continued)

The following table presents the actual and required capital amounts and ratios for the Company and the Bank at March 31, 2025, and December 31, 2024 (in thousands except for ratios):

The following table presents the actual and required capital amounts and ratios for the Company and the Bank at June 30, 2025, and December 31, 2024 (in thousands except for ratios):

Actual Minimum Required Capital - Basel III Minimum Required to be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

As of March 31, 2025

As of June 30, 2025

Total Capital to risk weighted assets

35 unchanged sentences

Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies.

As of March 31, 2025, approximately $ 265.7 million of retained earnings was available for dividend declaration consistent with the Company’s capital plan.

As of June 30, 2025, approximately $ 293.6 million of retained earnings was available for dividend declaration consistent with the Company’s capital plan.

Note 9— Derivatives

6 unchanged sentences

Interest rate swaps, designated as cash flow hedges, involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of March 31, 2025, such derivatives were

As of June 30, 2025, such derivatives were

Note 9— Derivatives (continued)

used to hedge the variable cash flows associated with variable-rate liabilities.

As of March 31, 2024, such derivatives were used to hedge the variable cash flows associated with variable-rate debt and variable-rate securities.

As of June 30, 2024, such derivatives were used to hedge the variable cash flows associated with variable-rate debt and variable-rate securities.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings.

6 unchanged sentences

Changes in the fair value of interest rate swaps are recorded in other non-interest expense and sum to zero because of offsetting terms of swaps with borrowers and swaps with dealer counterparties.

The table below presents the fair value of the Company’s derivative financial instruments, which includes accrued interest, as well as their classification on the Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024 (in thousands):

March 31, 2025

The table below presents the fair value of the Company’s derivative financial instruments, which includes accrued interest, as well as their classification on the Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024 (in thousands):

June 30, 2025

Balance Sheet Location Notional Amount Fair Value

14 unchanged sentences

Note 9— Derivatives (continued)

The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended March 31, 2025, and March 31, 2024 (in thousands):

The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended June 30, 2025, and June 30, 2024 (in thousands):

Derivatives in Cash Flow

Hedging Relationships March 31, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income March 31, 2025

Hedging Relationships June 30, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2025

Amount of Gain or (Loss) Recognized in OCI on Derivative

4 unchanged sentences

Derivatives in Cash Flow

Hedging Relationships March 31, 2024 Location of Gain or (Loss) Reclassified from AOCI into Income March 31, 2024

Hedging Relationships June 30, 2024 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2024

Amount of Gain or (Loss) Recognized in OCI on Derivative

3 unchanged sentences

Total $ 1,131 $ 1,131 $ — $ 869 $ 869 $ —

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the three months ended March 31, 2025, and March 31, 2024 (in thousands).

The table below presents the effect of cash flow hedge accounting on AOCI for the six months ended June 30, 2025, and June 30, 2024 (in thousands):

Derivatives in Cash Flow

Hedging Relationships June 30, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2025

Amount of Gain or (Loss) Recognized in OCI on Derivative

Amount of Gain or (Loss) Recognized in OCI Included Component Amount of Gain or (Loss) Recognized in OCI Excluded Component Amount of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component

Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —

Interest Rate Products 396 396 — Interest Expense 1,158 1,158 —

Total $ 396 $ 396 $ — $ 1,158 $ 1,158 $ —

Derivatives in Cash Flow

Hedging Relationships June 30, 2024 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2024

Amount of Gain or (Loss) Recognized in OCI on Derivative

Interest Rate Products $ ( 19 ) $ ( 19 ) $ — Interest Income $ ( 611 ) $ ( 611 ) $ —

Interest Rate Products 4,518 4,518 — Interest Expense 1,034 1,034 —

Total $ 4,499 $ 4,499 $ — $ 423 $ 423 $ —

Note 9— Derivatives (continued)

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the three and six months ended June 30, 2025, and June 30, 2024 (in thousands).

Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships

Three months ended

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Interest Income Interest Expense Interest Income Interest Expense

Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded.

$ 40 $ 428 $ ( 443 ) $ 36

Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ 40 $ 732 $ ( 88 ) $ 997

The effects of fair value and cash flow hedging:

9 unchanged sentences

Amount of gain or (loss) reclassified from AOCI into income - included component — 732 ( 128 ) 997

Amount of gain or (loss) reclassified from AOCI into income - excluded component — — — —

Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships

Six months ended

June 30, 2025 June 30, 2024

Interest Income Interest Expense Interest Income Interest Expense

Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ 80 $ 1,158 $ ( 531 ) $ 1,034

The effects of fair value and cash flow hedging:

Gain or (loss) on fair value hedging relationships in Subtopic 815-20

Interest contracts

Hedged items (1)

Derivatives designated as hedging instruments — — — —

Gain or (loss) on cash flow hedging relationships in Subtopic 815-20

Interest contracts

Amount of gain or (loss) reclassified from AOCI into income

— 1,158 ( 611 ) 1,034

Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring — — — —

Amount of gain or (loss) reclassified from AOCI into income - included component — 1,158 ( 611 ) 1,034

Amount of gain or (loss) reclassified from AOCI into income - excluded component — — — —

3 unchanged sentences

Credit-risk-related Contingent Features

As of March 31, 2025, the fair value of derivatives in a liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 0.2 million.

As of March 31, 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 0.5 million.

As of March 31, 2025 and as of March 31, 2024 , the Company has posted the full amount of collateral related to these agreements.

As of June 30, 2025, the fair value of derivatives in a liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 0.2 million.

As of December 31, 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 0.2 million.

As of June 30, 2025, and as of December 31, 2024, the Company has posted the full amount of collateral related to these agreements.

Note 10— Commitments and Contingencies

6 unchanged sentences

Since many of our commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

A summary of the contractual amounts of the Company’s financial instruments outstanding at March 31, 2025, and December 31, 2024, is as follows (in thousands):

March 31, 2025 December 31, 2024

A summary of the contractual amounts of the Company’s financial instruments outstanding at June 30, 2025, and December 31, 2024, is as follows (in thousands):

June 30, 2025 December 31, 2024

Commitments to extend credit $ 944,598 $ 969,317

5 unchanged sentences

Allowance for credit losses - off-balance-sheet credit exposures

The Company recorded a recapture of credit losses on unfunded commitments of $ 398.8 thousand and zero provision for credit losses on unfunded commitments for the three months ended March 31, 2025 and March 31, 2024, respectively.

The ACL on off-balance-sheet credit totaled $ 3.6 million and $ 4.0 million as of March 31, 2025, and December 31, 2024, and is included in accrued interest and other liabilities on the accompanying Consolidated Balance Sheets.

The Company recorded a recapture of credit losses on unfunded commitments of $ 93.0 thousand and provision for credit losses of $ 3.8 million on unfunded commitments for the three months ended June 30, 2025 and June 30, 2024, respectively.

The Company recorded a recapture of credit losses on unfunded commitments of $ 492.0 thousand and a provision for credit losses of $ 3.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

The ACL on off-balance-sheet credit totaled $ 3.5 million and $ 4.0 million as of June 30, 2025, and December 31, 2024, and is included in accrued interest and other liabilities on the accompanying Consolidated Balance Sheets.

The Company is a party to litigation, claims, and proceedings arising in the normal course of business that are ordinary and routine to the nature of the Company’s business and operations.

Management, after consultation with legal counsel, believes that the liabilities, if any, arising from any currently pending or threatened litigation, claims, or proceedings will not be material to the Company’s financial position as of March 31, 2025, and December 31, 2024, respectively.

Management, after consultation with legal counsel, believes that the liabilities, if any, arising from any currently pending or threatened litigation, claims, or proceedings will not be material to the Company’s financial position as of June 30, 2025, and December 31, 2024, respectively.

Note 11— Fair Value Measurements

3 unchanged sentences

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Note 11— Fair Value Measurements (continued)

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

12 unchanged sentences

Equity investments are recorded at fair value on a recurring basis, with changes in fair value reported in net income.

Through the Merger, at March 31, 2025, we acquired an investment in an S&P 500 index mutual fund that is traded on an exchange, and we classify it as Level 2.

Through the Merger, at June 30, 2025, we acquired an investment in an S&P 500 index mutual fund that is traded on an exchange, and we classify it as Level 2.

Through the Merger, we acquired perpetual preferred stock of a bank holding company issued in October 2022 in a private offering.

7 unchanged sentences

The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.

The Company recognizes interest rate lock commitments at fair value.

Fair value of interest rate lock commitments is based on the price of underlying loans obtained from an investor for loans that will be delivered on a best effort basis (Level 2).

Loans held-for-sale, at fair value

Note 11— Fair Value Measurements (continued)

Loans held-for-sale

The fair value of loans held-for-sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).

2 unchanged sentences

Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

Fair Value Measurements at March 31, 2025, Using:

Fair Value Measurements at June 30, 2025, Using:

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

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Total investment securities available-for-sale $ 153,345 $ 1,369,266 $ — $ 1,522,611

Loans held-for-sale, at fair value $ — $ 1,302 $ — $ 1,302

Loans held-for-sale $ — $ 1,511 $ — $ 1,511

Equity investments $ — $ 13,038 $ — $ 13,038

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Total investment securities available-for-sale $ 149,127 $ 1,283,244 $ — $ 1,432,371

Loans held-for-sale, at fair value $ — $ 2,331 $ — $ 2,331

Loans held-for-sale $ — $ 2,331 $ — $ 2,331

Equity investments $ — $ 12,407 $ — $ 12,407

21 unchanged sentences

Assets that were measured at fair value on a non-recurring basis during the period are summarized below (in thousands):

Fair Value Measurements at March 31, 2025, Using:

Fair Value Measurements at June 30, 2025, Using:

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

20 unchanged sentences

Other real estate owned — — 2,783 2,783

The following table presents quantitative information about Level 3 Fair Value Measurements for assets measured at fair value on a non-recurring basis at March 31, 2025, and December 31, 2024 (in thousands except for percentages):

The following table presents quantitative information about Level 3 Fair Value Measurements for assets measured at fair value on a non-recurring basis at June 30, 2025, and December 31, 2024 (in thousands except for percentages):

Description Fair Value Valuation Techniques Unobservable Inputs Range

March 31, 2025

June 30, 2025

Collateral dependent loans $ 1,582 Appraisal of collateral Management adjustments (e.g., liquidity, selling costs, etc.) 5.0 % to 20.0 % for liquidity, 6.0 % to 8.0 % for selling costs

4 unchanged sentences

Fair value of financial instruments

The carrying amounts and estimated fair values of financial instruments not carried at fair value, at March 31, 2025, and December 31, 2024, were as follows (in thousands):

Fair Value Measurements at March 31, 2025, Using:

The carrying amounts and estimated fair values of financial instruments not carried at fair value, at June 30, 2025, and December 31, 2024, were as follows (in thousands):

Fair Value Measurements at June 30, 2025, Using:

Carrying Amount Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

29 unchanged sentences

Note 12— Accumulated Other Comprehensive Income (Loss)

The following table presents changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2025, and March 31, 2024 (in thousands):

Three months ended March 31, 2025

The following table presents changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and six months ended June 30, 2025, and June 30, 2024 (in thousands):

Three months ended June 30, 2025

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

4 unchanged sentences

Ending Balance $ 324 $ ( 83,576 ) $ ( 4,602 ) $ ( 87,854 )

Three months ended March 31, 2024

Three months ended June 30, 2024

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

5 unchanged sentences

Note 12— Accumulated Other Comprehensive Income (Loss) (continued)

The following table presents amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2025, and March 31, 2024 (in thousands).

Six months ended June 30, 2025

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

Beginning Balance $ 911 $ ( 92,055 ) $ ( 4,576 ) $ ( 95,720 )

Net unrealized gains (losses) 305 8,571 — 8,876

net realized (gains) losses reclassified to earnings ( 892 ) ( 92 ) — ( 984 )

Net change in pension plan benefits — — ( 26 ) ( 26 )

Ending Balance $ 324 $ ( 83,576 ) $ ( 4,602 ) $ ( 87,854 )

Six months ended June 30, 2024

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

Beginning Balance $ ( 490 ) $ ( 97,259 ) $ ( 5,745 ) $ ( 103,494 )

Net unrealized gains (losses) 3,554 392 — 3,946

net realized (gains) losses reclassified to earnings ( 334 ) ( 548 ) — ( 882 )

Net change in pension plan benefits — — — —

Ending Balance $ 2,730 $ ( 97,415 ) $ ( 5,745 ) $ ( 100,430 )

The following table presents amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2025, and June 30, 2024 (in thousands).

Details about Accumulated Other Comprehensive Income Components Amount Reclassified From Accumulated Other Comprehensive Income Affected Line Item in the Statements of Income

Three months ended

March 31, 2025 March 31, 2024

Three months ended Six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Cash flow hedges:

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Net of tax $ 60 $ 516 $ 92 $ 548

Defined benefit pension plan:

Amortization of actuarial gain / (loss) 34 — 34 — Pension and other employee benefits

Tax effect ( 8 ) — ( 8 ) — Income tax expense (benefit)

Net of tax $ 26 $ — $ 26 $ —

Total reclassifications, net of tax $ 650 $ 1,203 $ 1,010 $ 882 Net income

Note 13— Other Operating Expense

Other operating expense from the Consolidated Statements of Income for the three months ended March 31, 2025, and March 31, 2024, is as follows (in thousands):

Three Months Ended March 31,

Other operating expense from the Consolidated Statements of Income for the three and six months ended June 30, 2025, and June 30, 2024, is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

FDIC & other regulatory assessments $ 1,088 $ 947 $ 2,002 $ 1,463

12 unchanged sentences

Total $ 16,297 $ 22,574 $ 31,755 $ 29,037

The Company incurred Merger-related expenses of zero and $ 663.0 thousand for the three months ended March 31, 2025 and March 31, 2024, respectively.

The Company incurred Merger-related expenses of zero and $ 9.5 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

These expenses are included in the consultant fees, audit fees, legal expense, donation, and other line items detailed in other operating expenses.

1 unchanged sentence

The Company has a share-based incentive plan described below that allows it to offer a variety of equity compensation awards subject to approval.

Total compensation cost that has been charged against income for the share-based awards

Note 14— Share-Based Compensation (continued)

granted was $ 1.3 million and $ 590.5 thousand for the three months ended March 31, 2025, and March 31, 2024, respectively.

The total income tax benefit was $ 264.7 thousand and $ 124.0 thousand for the three months ended March 31, 2025, and March 31, 2024, respectively.

Total compensation cost that has been charged against income for the share-based awards granted was $ 1.5 million and $ 937.6 thousand for the three months ended June 30, 2025, and June 30, 2024, respectively.

The total income tax benefit was $ 310.4 thousand and $ 196.9 thousand for the three months ended June 30, 2025, and June 30, 2024, respectively.

Total compensation cost that has been charged against income for the share-based awards granted was $ 2.4 million and $ 1.4 million for the six months ended June 30, 2025, and June 30, 2024, respectively.

The total income tax benefit was $ 499.5 thousand and $ 291.5 thousand for the six months ended June 30, 2025, and June 30, 2024, respectively.

2019 Stock Incentive Plan

7 unchanged sentences

Compensation expense is recognized over the vesting period of the awards based on the fair value of the award at grant date.

Note 14— Share-Based Compensation (continued)

2023 Stock Incentive Plan

3 unchanged sentences

The 2023 SIP authorized the issuance of 250,000 shares, subject to an annual increase in available shares and shares and shares recycled from the 2019 SIP that were cancelled.

Based on our shares outstanding as of March 31, 2025, and awards that were recycled from the 2019 SIP, the total shares authorized for issuance under the plan as of March 31, 2025 was 324,887 .

A total of 77,441 and zero shares were issued during the three months ended March 31, 2025, and March 31, 2024, respectively.

Based on our shares outstanding as of June 30, 2025, and awards that were recycled from the 2019 SIP, the total shares authorized for issuance under the plan as of June 30, 2025 was 324,887 .

A total of 96,132 and 48,450 shares were issued during the six months ended June 30, 2025, and June 30, 2024, respectively.

For time-based RSUs, the fair value was determined by using the closing stock price on the date prior to the grant date.

18 unchanged sentences

Forfeited ( 8,102 ) 55.58

Non-vested at March 31, 2025 202,283 $ 58.12

Note 14— Share-Based Compensation (continued)

As of March 31, 2025, there was $ 8.4 million of total unrecognized compensation costs related to non-vested shares granted under both the 2019 SIP and 2023 SIP.

Non-vested at June 30, 2025 188,379 $ 58.88

As of June 30, 2025, there was $ 7.8 million of total unrecognized compensation costs related to non-vested shares granted under both the 2019 SIP and 2023 SIP.

The cost is expected to be recognized over a weighted average period of 1.48 years.

2 unchanged sentences

Upon the 2023 ESPP’s shareholder approval date of March 30, 2023, the 2023 ESPP reserved 250,000 shares of common stock for issuance to employees, subject to an annual increase in reserved shares.

At March 31, 2025, 305,210 shares were available to be issued.

At June 30, 2025, 305,210 shares were available to be issued.

Whole shares are sold to participants in the 2023 ESPP at 85 % of the lower of the stock price at the beginning or end of each semi-annual offering period.

1 unchanged sentence

Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 15 % of their annual salary.

The following table presents information for the 2023 ESPP for the three months ended March 31, 2025:

March 31, 2025

Note 14— Share-Based Compensation (continued)

The following table presents information for the 2023 ESPP for the six months ended June 30, 2025:

June 30, 2025

Shares purchased 7,020

15 unchanged sentences

4.77 7.20 8.77

Note 14— Share-Based Compensation (continued)

A summary of SAR and option activity during the three months ended March 31, 2025, is as follows:

A summary of SAR and option activity during the six months ended June 30, 2025, is as follows:

Weighted Average

7 unchanged sentences

Expired — — — —

Outstanding, March 31, 2025 223,613 $ 2,048 5.20 $ 46.90

Outstanding, June 30, 2025 193,066 $ 2,166 5.34 $ 48.51

Exercisable SARs:

At March 31, 2025 188,244 $ 1,798 4.86 $ 46.56

The total fair value of SARs exercised was $ 7.5 thousand during the three months ended March 31, 2025.

The total fair value of SARs vested was $ 78.0 thousand during the three months ended March 31, 2025.

As of March 31, 2025, there was $ 508.1 thousand of total unrecognized compensation costs related to non-vested SARs acquired through the Merger.

At June 30, 2025 158,987 $ 1,793 5.01 $ 48.46

The total fair value of SARs exercised was $ 657.0 thousand during the six months ended June 30, 2025.

The total fair value of SARs vested was $ 78.0 thousand during the six months ended June 30, 2025.

As of June 30, 2025, there was $ 383.2 thousand of total unrecognized compensation costs related to non-vested SARs acquired through the Merger.

The cost is expected to be recognized over a weighted average period of 2.13 years.

5 unchanged sentences

Dilutive potential common stock has no effect on income available to common shareholders.

Three Months Ended March 31,

Net income applicable to common shares (in thousands) $ 26,976 $ 5,212

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) applicable to common shares (in thousands) $ 29,672 $ ( 17,144 ) $ 56,648 $ ( 11,932 )

Weighted average number of shares 14,998,857 12,174,169 14,987,732 9,803,684

1 unchanged sentence

Weighted average dilutive shares 15,023,807 12,174,169 15,021,229 9,803,684

Basic earnings per common share $ 1.80 $ 0.70

Diluted earnings per common share 1.80 0.69

Stock awards equivalent to 41,553 and zero shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2025, and March 31, 2024, respectively, because they are antidilutive.

Basic earnings (loss) per common share $ 1.98 $ ( 1.41 ) $ 3.78 $ ( 1.22 )

Diluted earnings (loss) per common share 1.97 ( 1.41 ) 3.77 ( 1.22 )

For the three and six months ended June 30, 2024, the options effect of dilutive shares is anti-dilutive and not considered in calculating diluted EPS.

Stock awards equivalent to 37,255 and 323,902 shares of common stock were not considered in computing diluted earnings per common share for the three months ended June 30, 2025, and June 30, 2024, respectively, because they are antidilutive.

Stock awards equivalent to 44,598 and 329,572 shares of common stock were not considered in computing diluted earnings per share for the six months ended June 30, 2025 and June 30, 2024, respectively, because they are antidilutive.

Note 16— Business Combination

7 unchanged sentences

The fair values of assets and liabilities are subject to refinement for up to one year after the acquisition date if any additional information relative to the acquisition date fair values becomes available.

This one year period expired during the quarter ending June 30, 2025.

The following table summarizes adjustments to goodwill subsequent to December 31, 2024 (in thousands):

Note 16— Business Combination (continued)

Balance at December 31, 2024 $ 32,783

Adjustment to goodwill acquired in conjunction with the acquisition of Summit 1,366

Balance at March 31, 2025 $ 32,842

The adjustment to goodwill resulted in additional review of deferred tax asset estimates that were established during the Merger.

Balance at June 30, 2025 $ 34,149

The adjustment to goodwill resulted in additional review of deferred tax asset and other compensation plan estimates that were established during the Merger and disclosed in the tables below.

The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 7 years using an accelerated method which approximates the estimated run-off of the acquired deposits.

4 unchanged sentences

The following table details the total consideration paid for Summit on May 3, 2024, the fair values of the assets acquired and liabilities assumed and the resulting goodwill at the acquisition date.

Note 16— Business Combination (continued)

($ in thousands, except share information)

43 unchanged sentences

Note 17— Goodwill and Other Intangible Assets

The following table presents the change in goodwill for the three months ended March 31, 2025, and March 31, 2024, (in thousands):

Three Months Ended March 31,

The following table presents the change in goodwill for the three and six months ended June 30, 2025, and June 30, 2024, (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Beginning of period $ 32,842 $ — $ 32,783 $ —

8 unchanged sentences

During the year ended December 31, 2024, the Company recorded $ 68.8 million of core deposit intangibles associated with the acquisition of Summit.

The gross carrying amounts and accumulated amortization of other intangible assets for the three months ended March 31, 2025, and March 31, 2024, were as follows (in thousands):

Three Months Ended March 31,

The gross carrying amount and accumulated amortization of other intangible assets for the three and six months ended June 30, 2025, and June 30, 2024, was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Beginning of period $ 53,002 $ — $ 57,300 $ —

4 unchanged sentences

The Company reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Total amortization expense associated with intangible assets was $ 4.3 million for the three months ended March 31, 2025.

Total amortization expense associated with intangible assets was $ 8.2 million for the six months ended June 30, 2025.

Estimated amortization expense for future years is as follows (in thousands):

Estimated Amortization

Remaining nine months ending, December 31, 2025 $ 11,255

Remaining six months ending, December 31, 2025 $ 7,367

Thereafter 4,093

8 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-Q

Item 1. Financial Statements