Bank of Marin Bancorp 10-Q

ITEM 1. Financial Statements BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CONDITION (in thousands, except share data; unaudited) September 30, 2024 December 31, 2023 Assets Cash, cash equivalents and restricted cash $ 229,172 $ 30,453 Investment securities: Held-to-maturity, at amortized cost (net of zero allowance for credit losses at September 30, 2024 and December 31, 2023) 888,804 925,198 Available-for-sale, at fair value (net of zero allowance for credit losses at September 30, 2024 and December 31, 2023) 368,188 552,028 Total investment securities 1,256,992 1,477,226 Loans, at amortized cost 2,090,091 2,073,720 Allowance for credit losses on loans ( 30,675 ) ( 25,172 ) Loans, net of allowance for credit losses on loans 2,059,416 2,048,548 Goodwill 72,754 72,754 Bank-owned life insurance 70,595 68,102 Operating lease right-of-use assets 19,745 20,316 Bank premises and equipment, net 7,010 7,792 Core deposit intangible, net 3,028 3,766 Interest receivable and other assets 74,121 74,946 Total assets $ 3,792,833 $ 3,803,903 Liabilities and Stockholders' Equity Liabilities Deposits: Non-interest bearing $ 1,473,379 $ 1,441,987 Interest bearing: Transaction accounts 181,001 225,040 Savings accounts 222,588 233,298 Money market accounts 1,156,483 1,138,433 Time accounts 275,798 251,317 Total deposits 3,309,249 3,290,075 Borrowings and other obligations 193 26,298 Operating lease liabilities 22,278 22,906 Interest payable and other liabilities 24,153 25,562 Total liabilities 3,355,873 3,364,841 Commitments and contingent liabilities (Note 8) Stockholders' Equity Preferred stock, no par value, Authorized - 5,000,000 shares, none issued — — Common stock, no par value, Authorized - 30,000,000 shares; issued and outstanding - 16,082,881 and 16,158,413 at September 30, 2024 and December 31, 2023, respectively 215,465 217,498 Retained earnings 247,983 274,570 Accumulated other comprehensive loss, net of taxes ( 26,488 ) ( 53,006 ) Total stockholders' equity 436,960 439,062 Total liabilities and stockholders' equity $ 3,792,833 $ 3,803,903 The accompanying notes are an integral part of these consolidated financial statements (unaudited). Page-3 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three months ended Nine months ended (in thousands, except per share amounts; unaudited) September 30, 2024 June 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Interest income Interest and fees on loans $ 25,483 $ 25,109 $ 24,704 $ 75,612 $ 73,541 Interest on investment securities 7,594 8,299 9,345 24,698 29,371 Interest on federal funds sold and due from banks 3,242 924 1,055 4,487 1,159 Total interest income 36,319 34,332 35,104 104,797 104,071 Interest expense Interest on interest-bearing transaction accounts 339 274 270 874 758 Interest on savings accounts 565 511 229 1,447 545 Interest on money market accounts 8,714 8,641 5,988 25,804 11,365 Interest on time accounts 2,431 2,291 1,555 7,002 2,724 Interest on borrowings and other obligations 1 148 2,593 240 10,182 Total interest expense 12,050 11,865 10,635 35,367 25,574 Net interest income 24,269 22,467 24,469 69,430 78,497 Provision for credit losses on loans — 5,200 425 5,550 1,275 Reversal of credit losses on unfunded loan commitments ( 233 ) — — ( 233 ) ( 342 ) Net interest income after provision for (reversal of) credit losses 24,502 17,267 24,044 64,113 77,564 Non-interest income Wealth management and trust services 706 585 515 1,844 1,585 Service charges on deposit accounts 543 541 508 1,613 1,561 Earnings on bank-owned life insurance, net 426 421 371 1,282 1,438 Debit card interchange fees, net 423 444 456 1,275 1,458 Dividends on Federal Home Loan Bank stock 365 366 324 1,108 916 Merchant interchange fees, net 67 10 117 244 377 Gains (losses) on sale of investment securities 1 ( 32,542 ) 14 ( 32,541 ) 14 Other income 357 420 293 1,062 923 Total non-interest income 2,888 ( 29,755 ) 2,598 ( 24,113 ) 8,272 Non-interest expense Salaries and related benefits 10,822 12,364 10,741 35,270 33,087 Occupancy and equipment 2,097 2,049 1,973 6,115 6,367 Professional services 1,879 1,043 757 4,000 2,677 Data processing 1,051 1,005 1,009 3,126 2,976 Deposit network fees 927 916 1,227 2,688 1,843 Federal Deposit Insurance Corporation insurance 582 426 469 1,443 1,424 Information technology 404 448 411 1,254 1,138 Depreciation and amortization 358 379 423 1,125 1,705 Directors' expense 293 306 272 916 893 Amortization of core deposit intangible 241 246 335 738 1,020 Charitable contributions 30 604 20 647 707 Other real estate owned — — — — 48 Other expense 1,733 2,108 2,110 6,158 6,307 Total non-interest expense 20,417 21,894 19,747 63,480 60,192 Income (loss) before provision for (benefit from) income taxes 6,973 ( 34,382 ) 6,895 ( 23,480 ) 25,644 Provision for (benefit from) income taxes 2,403 ( 12,480 ) 1,600 ( 9,070 ) 6,359 Net income (loss) $ 4,570 $ ( 21,902 ) $ 5,295 $ ( 14,410 ) $ 19,285 Net income (loss) per common share Basic $ 0.28 $ ( 1.36 ) $ 0.33 $ ( 0.90 ) $ 1.21 Diluted $ 0.28 $ ( 1.36 ) $ 0.33 $ ( 0.90 ) $ 1.20 Weighted average shares: Basic 16,038 16,108 16,028 16,076 16,002 Diluted 16,066 16,108 16,036 16,076 16,017 Comprehensive income (loss): Net income (loss) $ 4,570 $ ( 21,902 ) $ 5,295 $ ( 14,410 ) $ 19,285 Other comprehensive income (loss): Change in net unrealized gains or losses on available-for-sale securities 8,041 559 ( 13,792 ) 4,032 ( 8,507 ) Reclassification adjustment for realized (gains) losses on available-for-sale securities in net income ( 1 ) 32,542 2,793 32,541 2,793 Reclassification adjustment for gains or losses on fair value hedges ( 1,584 ) 282 367 ( 85 ) 367 Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity 385 403 411 1,149 1,325 Other comprehensive income (loss), before tax 6,841 33,786 ( 10,221 ) 37,637 ( 4,022 ) Deferred tax expense (benefit) 2,022 9,981 ( 3,021 ) 11,119 ( 1,188 ) Other comprehensive income (loss), net of tax 4,819 23,805 ( 7,200 ) 26,518 ( 2,834 ) Total comprehensive income (loss) $ 9,389 $ 1,903 $ ( 1,905 ) $ 12,108 $ 16,451 The accompanying notes are an integral part of these consolidated financial statements (unaudited). Page-4 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the three months ended September 30, 2024 and 2023 (in thousands, except share data; unaudited) Common Stock Retained Earnings Accumulated Other Comprehensive Loss, Net of Taxes Total Shares Amount Three months ended September 30, 2024 Balance at July 1, 2024 16,278,260 $ 218,773 $ 247,477 $ ( 31,307 ) $ 434,943 Net income — — 4,570 — 4,570 Other comprehensive income, net of tax — — — 4,819 4,819 Stock issued under employee stock purchase plan 439 8 — — 8 Stock issued under employee stock ownership plan 30,000 561 — — 561 Restricted stock surrendered for tax withholdings upon vesting ( 294 ) ( 6 ) — — ( 6 ) Restricted stock forfeited / cancelled ( 21,001 ) — — — — Stock-based compensation - stock options — 5 — — 5 Stock-based compensation - restricted stock — 103 — — 103 Cash dividends paid on common stock ($ 0.25 per share) — — ( 4,064 ) — ( 4,064 ) Stock issued in payment of director fees 15,477 255 — — 255 Stock repurchased ( 220,000 ) ( 4,234 ) — — ( 4,234 ) Balance at September 30, 2024 16,082,881 $ 215,465 $ 247,983 $ ( 26,488 ) $ 436,960 Three months ended September 30, 2023 Balance at July 1, 2023 16,107,192 $ 216,589 $ 276,732 $ ( 69,380 ) $ 423,941 Net income — — 5,295 — 5,295 Other comprehensive loss, net of tax — — — ( 7,200 ) ( 7,200 ) Stock issued under employee stock purchase plan 879 15 — — 15 Stock issued under employee stock ownership plan 5,800 120 — — 120 Restricted stock granted 12,550 — — — — Restricted stock forfeited / cancelled ( 850 ) — — — — Stock-based compensation - stock options — 21 — — 21 Stock-based compensation - restricted stock — 209 — — 209 Cash dividends paid on common stock ($ 0.25 per share) — — ( 4,031 ) — ( 4,031 ) Stock issued in payment of director fees 13,750 248 — — 248 Balance at September 30, 2023 16,139,321 $ 217,202 $ 277,996 $ ( 76,580 ) $ 418,618 The accompanying notes are an integral part of these consolidated financial statements (unaudited). BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the nine months ended September 30, 2024 and 2023 (in thousands, except share data; unaudited) Common Stock Retained Earnings Accumulated Other Comprehensive Loss, Net of Taxes Total Shares Amount Nine months ended September 30, 2024 Balance at January 1, 2024 16,158,413 $ 217,498 $ 274,570 $ ( 53,006 ) $ 439,062 Net loss — — ( 14,410 ) — ( 14,410 ) Other comprehensive income, net of tax — — — 26,518 26,518 Stock issued under employee stock purchase plan 1,811 30 — — 30 Stock issued under employee stock ownership plan 54,600 986 — — 986 Restricted stock granted 106,964 — — — — Restricted stock surrendered for tax withholdings upon vesting ( 3,798 ) ( 64 ) — — ( 64 ) Restricted stock forfeited / cancelled ( 42,396 ) — — — — Stock-based compensation - stock options — 42 — — 42 Stock-based compensation - restricted stock — 694 — — 694 Cash dividends paid on common stock ($ 0.75 per share) — — ( 12,177 ) — ( 12,177 ) Stock issued in payment of director fees 27,287 513 — — 513 Stock repurchased ( 220,000 ) ( 4,234 ) — — ( 4,234 ) Balance at September 30, 2024 16,082,881 $ 215,465 $ 247,983 $ ( 26,488 ) $ 436,960 Nine months ended September 30, 2023 Balance at January 1, 2023 16,029,138 $ 215,057 $ 270,781 $ ( 73,746 ) $ 412,092 Net income — — 19,285 — 19,285 Other comprehensive loss, net of tax — — — ( 2,834 ) ( 2,834 ) Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings 11,530 230 — — 230 Stock issued under employee stock purchase plan 2,035 36 — — 36 Stock issued under employee stock ownership plan 39,800 967 — — 967 Restricted stock granted 61,978 — — — — Restricted stock surrendered for tax withholdings upon vesting ( 2,498 ) ( 70 ) — — ( 70 ) Restricted stock forfeited / cancelled ( 21,024 ) — — — — Stock-based compensation - stock options — 159 — — 159 Stock-based compensation - restricted stock — 425 — — 425 Cash dividends paid on common stock ($ 0.75 per share) — — ( 12,070 ) — ( 12,070 ) Stock issued in payment of director fees 18,362 398 — — 398 Balance at September 30, 2023 16,139,321 $ 217,202 $ 277,996 $ ( 76,580 ) $ 418,618 The accompanying notes are an integral part of these consolidated financial statements (unaudited). Page-5 BANK OF MARIN BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2024 and 2023 (in thousands; unaudited) 2024 2023 Cash Flows from Operating Activities: Net (loss) income $ ( 14,410 ) $ 19,285 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Provision for credit losses on loans 5,550 1,275 Reversal of credit losses on unfunded loan commitments ( 233 ) ( 342 ) Noncash contribution expense to employee stock ownership plan 986 967 Noncash director compensation expense 513 398 Stock-based compensation expense 736 584 Amortization of core deposit intangible 738 1,020 Amortization of investment security premiums, net of accretion of discounts 3,050 5,529 Accretion of discounts on acquired loans, net ( 228 ) ( 461 ) Net change in deferred loan origination costs/fees 109 ( 800 ) Write-down of other real estate owned — 40 Loss (gain) on sale of investment securities 32,541 ( 14 ) Depreciation and amortization 1,125 1,705 Earnings on bank-owned life insurance policies ( 1,282 ) ( 1,438 ) Net changes in interest receivable and other assets ( 10,199 ) 196 Net changes in interest payable and other liabilities ( 1,345 ) 6,928 Total adjustments 32,061 15,587 Net cash provided by operating activities 17,651 34,872 Cash Flows from Investing Activities: Purchase of available-for-sale securities ( 133,485 ) — Proceeds from sale of available-for-sale securities 292,621 79,840 Proceeds from paydowns/maturities of held-to-maturity securities 36,820 37,046 Proceeds from paydowns/maturities of available-for-sale securities 26,409 50,749 Proceeds from sale of Visa Inc. Class B restricted common stock — 2,807 Decrease in loans receivable, net 19,508 6,634 Purchase of loans ( 35,874 ) — Purchase of bank-owned life insurance policies ( 1,211 ) — Proceeds from bank-owned life insurance policies — 766 Purchase of premises and equipment ( 356 ) ( 1,737 ) Proceeds from sale of premises and equipment 21 — Proceeds from sale of other real estate owned — 420 Cash paid for low income housing tax credit investment ( 1 ) ( 39 ) Net cash provided by investing activities 204,452 176,486 Cash Flows from Financing Activities: Net increase (decrease) in deposits 19,174 ( 129,664 ) (Repayment of) proceeds from short-term borrowings, net ( 26,000 ) 8,000 Repayment of finance lease obligations ( 113 ) ( 112 ) Proceeds from stock options exercised — 230 Restricted stock surrendered for tax withholdings upon vesting ( 64 ) ( 70 ) Cash dividends paid on common stock ( 12,177 ) ( 12,070 ) Stock repurchased ( 4,234 ) — Proceeds from stock issued under employee and director stock purchase plans 30 36 Net cash used in financing activities ( 23,384 ) ( 133,650 ) Net increase (decrease) in cash, cash equivalents and restricted cash 198,719 77,708 Cash, cash equivalents and restricted cash at beginning of period 30,453 45,424 Cash, cash equivalents and restricted cash at end of period $ 229,172 $ 123,132 Supplemental disclosure of cash flow information: Interest paid on deposits and borrowings $ 35,417 $ 23,036 Income taxes paid, net of refunds $ 2,100 $ — Supplemental disclosure of noncash investing and financing activities: Change in net unrealized gains or losses on available-for-sale securities $ 4,032 $ ( 8,507 ) Amortization of net unrealized loss on available-for-sale securities transferred to held-to-maturity $ 1,149 $ 1,325 Stock issued to employee stock ownership plan $ 986 $ 967 Restricted cash 1 $ — $ — 1 Restricted cash includes reserve requirements held with the Federal Reserve Bank of San Francisco and other cash pledged. The Federal Reserve reduced the reserve requirement ratios to zero percent effective March 26, 2020. The accompanying notes are an integral part of these consolidated financial statements (unaudited). Page-6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Basis of Presentation The consolidated financial statements include the accounts of Bancorp, a bank holding company, and its wholly-owned bank subsidiary, Bank of Marin, a California state-chartered commercial bank. References to “we,” “our,” “us” mean Bancorp and the Bank that are consolidated for financial reporting purposes. The accompanying unaudited consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted pursuant to those rules and regulations. Although we believe that the disclosures are adequate and the information presented is not misleading, we suggest that these interim financial statements be read in conjunction with the annual financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which are necessary for a fair presentation of the consolidated financial position, the results of operations, changes in comprehensive income (loss), changes in stockholders’ equity, and cash flows for the periods presented. All material intercompany transactions have been eliminated. The results of these interim periods may not be indicative of the results for the full year or for any other period. The following table shows: 1) weighted average basic shares, 2) potentially dilutive weighted average common shares related to stock options and unvested restricted stock awards, and 3) weighted average diluted shares. Basic earnings (loss) per share (“EPS”) are calculated by dividing net income by the weighted average number of common shares outstanding during each period, excluding unvested restricted stock awards. Diluted EPS are calculated using the weighted average number of potentially dilutive common shares. The number of potentially dilutive common shares included in the quarterly diluted EPS is computed using the average market prices during the three months included in the reporting period under the treasury stock method. The number of potentially dilutive common shares included in year-to-date diluted EPS is a year-to-date weighted average of potentially dilutive common shares included in each quarterly diluted EPS computation. In computing diluted EPS, we exclude anti-dilutive shares such as options whose exercise prices exceed the current common stock price, as they would not reduce EPS under the treasury stock method. We have two forms of outstanding common stock: common stock and unvested restricted stock awards. Holders of unvested restricted stock awards receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Under the two-class method, the difference in EPS is nominal for these participating securities. Three months ended Nine months ended (in thousands, except per share data) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Weighted average basic common shares outstanding 16,038 16,028 16,076 16,002 Potentially dilutive common shares related to: Stock options — — — 5 Unvested restricted stock awards 29 8 — 10 Weighted average diluted common shares outstanding 16,066 16,036 16,076 16,017 Net income (loss) $ 4,570 $ 5,295 $ ( 14,410 ) $ 19,285 Basic earnings (loss) per common share $ 0.28 $ 0.33 $ ( 0.90 ) $ 1.21 Diluted earnings (loss) per common share 1 $ 0.28 $ 0.33 $ ( 0.90 ) $ 1.20 Weighted average anti-dilutive common shares not included in the calculation of diluted EPS 296 362 392 368 1 Because Bancorp was in a net loss position for the nine months ended September 30, 2024, diluted net loss per share is the same as basic net loss per share, as the inclusion of potentially dilutive common shares would have been anti-dilutive. . Note 2: Recently Adopted and Issued Accounting Standards Accounting Standards Adopted in 2024 In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The amendment reduces diversity in practice by clarifying that a separate contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. In addition, this ASU Page-7 provided amended examples to illustrate that a restriction that is a characteristic of the equity security, which market participants would take into account when pricing them, would be considered in measuring fair value. This ASU also introduced new disclosure requirements. The amendments were effective prospectively for years beginning after December 15, 2023. As discussed in Note 4, Investment Securities, in 2023 we sold our remaining shares of Visa Inc. Class B restricted common stock. As a result of the sale, this update had no impact on our financial condition, results of operations or disclosures. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements . For public companies, the amendment requires entities to amortize leasehold improvements associated with common control lease arrangements over the useful life of the improvements to the common control group, as opposed to the shorter of the remaining lease term and the useful life of the improvements for all other operating leases. The amendments were effective for years beginning after December 15, 2023, and may be adopted either prospectively or retrospectively. We currently do not have common control lease arrangements, and therefore the adoption of the amendments had no impact on our financial condition, results of operations or disclosures. In March 2023, the FASB issued ASU No. 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method . Under current GAAP, an entity can only elect to apply the proportional amortization method to investments in low-income housing tax credit ("LIHTC") structures. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the consolidated statements of income as a component of income tax expense (benefit). The amendments will allow entities to elect to account for all other equity investments made primarily for the purpose of receiving income tax credits to using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, when certain conditions are met. The amendments were effective for fiscal years beginning after December 15, 2023, and may be adopted either on a modified retrospective basis or retrospectively. Other than investments in LIHTC funds, as disclosed in Note 4, Investment Securities, we currently have no other equity investments made primarily for the purpose of receiving income tax credits, and therefore the adoption of this ASU had no impact on our financial condition, results of operations or disclosures. Accounting Standards Not Yet Effective In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, enhanced interim disclosure requirements, clarifying circumstances in which an entity can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and requiring other disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2023 (i.e., 2024 Form 10-K) and interim periods within fiscal years beginning after December 31, 2024, and shall be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. Since this ASU only requires additional disclosure, adoption of this ASU will not have an impact on our financial condition, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments require disaggregated information about the effective tax rate reconciliation and additional disclosures on reconciling items and taxes paid that meet a quantitative threshold. The amendments are effective for annual reporting periods beginning after December 15, 2024, and may be adopted either prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact of the amendments on our financial statement disclosures upon adoption. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The amendments are intended to improve income statement expense disclosure requirements, primarily through enhanced disclosures about certain costs and expenses included in income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026 (i.e., 2027 Form 10-K) and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of the amendments on our financial statement disclosures upon adoption. Page-8 Note 3: Fair Value of Assets and Liabilities Fair Value Hierarchy and Fair Value Measurement We group our assets and liabilities that are measured at fair value into three levels within the fair value hierarchy, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: Level 1: Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data. Level 3: Valuations are based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Values are determined using pricing models and discounted cash flow models and may include significant management judgment and estimation. Transfers between levels of the fair value hierarchy are recognized through our monthly and/or quarterly valuation process in the reporting period during which the event or circumstances that caused the transfer occurred. No such transfers occurred in the years presented. The following table summarizes our assets and liabilities that were required to be recorded at fair value on a recurring basis. (in thousands) Description of Financial Instruments Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Measurement Categories: Changes in Fair Value Recorded In 1 September 30, 2024 Securities available-for-sale: Commercial mortgage-backed securities, mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored agencies $ 257,458 $ — $ 257,458 $ — OCI SBA-backed securities $ 314 $ — $ 314 $ — OCI Debentures of government sponsored agencies $ 7,508 $ — $ 7,508 $ — OCI U.S. Treasury securities $ 10,975 $ 10,975 $ — $ — OCI Obligations of state and political subdivisions $ 86,355 $ — $ 86,355 $ — OCI Corporate bonds $ 5,578 $ — $ 5,578 $ — OCI Derivative financial assets (interest rate contracts) $ 181 $ — $ 181 $ — NI Derivative financial liabilities (interest rate contracts) $ 1,466 $ — $ 1,466 $ — NI December 31, 2023 Securities available-for-sale: Commercial mortgage-backed securities, mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored agencies $ 352,472 $ — $ 352,472 $ — OCI SBA-backed securities $ 19,471 $ — $ 19,471 $ — OCI Debentures of government sponsored agencies $ 66,862 $ — $ 66,862 $ — OCI U.S. Treasury securities $ 10,623 $ 10,623 $ — $ — OCI Obligations of state and political subdivisions $ 91,882 $ — $ 91,882 $ — OCI Corporate bonds $ 10,718 $ — $ 10,718 $ — OCI Derivative financial assets (interest rate contracts) $ 287 $ — $ 287 $ — NI Derivative financial liabilities (interest rate contracts) $ 1,361 $ — $ 1,361 $ — NI 1 Other comprehensive income ("OCI") or net income ("NI"). Available-for-sale securities are recorded at fair value on a recurring basis. When available, quoted market prices (Level 1) are used to determine the fair value of available-for-sale securities. Level 1 securities include U.S. Treasury securities. If quoted market prices are not available, we obtain pricing information from a reputable third-party service provider, who may utilize valuation techniques that use current market-based or independently sourced parameters, such as bid/ask prices, dealer-quoted prices, interest rates, benchmark yield curves, Page-9 prepayment speeds, probability of default, loss severity and credit spreads (Level 2). Level 2 securities include obligations of state and political subdivisions, U.S. agencies or government-sponsored agencies' debt securities, mortgage-backed securities, government agency-issued securities, and corporate bonds. As of September 30, 2024 and December 31, 2023, there were no Level 3 securities. Held-to-maturity securities may be subject to an allowance for credit losses as a result of our evaluation of expected losses due to credit quality factors. We did not record any credit loss expense on held-to-maturity securities during the nine months ended September 30, 2024 or September 30, 2023. Fair value of held-to-maturity securities is determined using the same techniques discussed above for available-for-sale securities. On a recurring basis, derivative financial instruments are recorded at fair value, which is based on the income approach using observable Level 2 market inputs, reflecting market expectations of future interest rates as of the measurement date. Standard valuation techniques are used to calculate the present value of the future expected cash flows assuming an orderly transaction. Valuation adjustments may be made to reflect both our own credit risk and the counterparties’ credit risk in determining the fair value of the derivatives. These unobservable inputs are not considered significant inputs to the fair value measurement overall. Level 2 inputs for the valuations are limited to observable market prices for Secured Overnight Financing Rate ("SOFR") and Overnight Index Swap ("OIS") rates (for the very short term), quoted prices for SOFR futures contracts, observable market prices for SOFR and OIS swap rates, and one-month and three-month SOFR basis spreads at commonly quoted intervals. Mid-market pricing of the inputs is used as a practical expedient in the fair value measurements. We project spot rates at reset days specified by each swap contract to determine future cash flows, then discount to present value using OIS curves as of the measurement date. When the value of any collateral placed with counterparties is less than the interest rate derivative liability, a credit valuation adjustment ("CVA") is applied to reflect the credit risk we pose to counterparties. We have used the spread between the Standard & Poor's BBB rated U.S. Bank Composite rate and SOFR for the closest maturity term corresponding to the duration of the swaps to derive the CVA. Because there is little to no counterparty risk, we did not incorporate credit adjustments from our assessment of the counterparty credit risk in determining fair value. For further discussion on our methodology for valuing our derivative financial instruments, refer to Note 9, Derivative Financial Instruments and Hedging Activities. Certain financial assets may be measured at fair value on a non-recurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets, such as individually analyzed loans that are collateral dependent and other real estate owned ("OREO"). (in thousands) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Disclosures about Fair Value of Financial Instruments The table below is a summary of fair value estimates for financial instruments as of September 30, 2024 and December 31, 2023, excluding financial instruments recorded at fair value on a recurring basis (summarized in the first table in this note). The carrying amounts in the following table are recorded in the consolidated statements of condition under the indicated captions. Further, we have not disclosed the fair value of financial instruments specifically excluded from disclosure requirements such as bank-owned life insurance policies ("BOLI"), lease obligations and non-maturity deposit liabilities. Additionally, we held shares of Federal Home Loan Bank ("FHLB") of San Francisco stock at cost as of September 30, 2024 and December 31, 2023. There were no impairments or changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer as of September 30, 2024 or December 31, 2023. See further discussion on values within Note 4, Investment Securities. September 30, 2024 December 31, 2023 (in thousands) Carrying Amounts Fair Value Fair Value Hierarchy Carrying Amounts Fair Value Fair Value Hierarchy Financial assets (recorded at amortized cost) Cash and cash equivalents $ 229,172 $ 229,172 Level 1 $ 30,453 $ 30,453 Level 1 Investment securities held-to-maturity 888,804 799,524 Level 2 925,198 814,830 Level 2 Loans, net of allowance for credit losses 2,059,416 1,975,959 Level 3 2,048,548 1,939,702 Level 3 Interest receivable 11,022 11,022 Level 2 12,752 12,752 Level 2 Financial liabilities (recorded at amortized cost) Time deposits 275,798 277,598 Level 2 251,317 252,824 Level 2 FRBSF short-term borrowings under the BTFP — — Level 2 26,000 25,998 Level 2 Interest payable 2,715 2,715 Level 2 2,752 2,752 Level 2 Page-10 The fair value of loans is based on exit price techniques and obtained from an independent third-party that uses its proprietary valuation model and methodology and may differ from the actual price from a prospective buyer. The discounted cash flow valuation approach reflects key inputs and assumptions that are unobservable, such as loan probability of default, loss given default, prepayment speed, and market discount rates. The fair value of fixed-rate time deposits is estimated by discounting future contractual cash flows using discount rates that reflect the current observable market rates offered for time deposits of similar remaining maturities. The value of off-balance-sheet financial instruments is estimated based on the fee income associated with the commitments, which in the absence of credit exposure, is considered to approximate their settlement value. The fair value of commitment fees was not material as of September 30, 2024 or December 31, 2023. Note 4: Investment Securities Our investment securities portfolio consists of U.S. Treasury securities, obligations of state and political subdivisions, U.S. federal government agencies, such as the Government National Mortgage Association ("GNMA") and Small Business Administration ("SBA"), and U.S. government-sponsored enterprises ("GSEs"), such as the Federal National Mortgage Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Farm Credit Banks Funding Corporation and FHLB, and U.S. and foreign corporations. We also invest in residential and commercial mortgage-backed securities (“MBS”/"CMBS") and collateralized mortgage obligations (“CMOs”) issued or guaranteed by the GSEs, as reflected in the following table. A summary of the amortized cost, fair value and allowance for credit losses related to securities held-to-maturity as of September 30, 2024 and December 31, 2023 is presented below. Held-to-maturity: Amortized Cost 1 Allowance for Credit Losses Net Carrying Amount Gross Unrealized Fair Value (in thousands) Gains (Losses) September 30, 2024 Securities of U.S. government-sponsored enterprises: CMBS issued by FHLMC, FNMA and GNMA $ 243,622 $ — $ 243,622 $ — $ ( 28,231 ) $ 215,391 CMOs issued by FHLMC, FNMA and GNMA 214,385 — 214,385 97 ( 12,732 ) 201,750 MBS pass-through securities issued by FHLMC, FNMA and GNMA 196,247 — 196,247 24 ( 23,301 ) 172,970 SBA-backed securities 1,514 — 1,514 — ( 43 ) 1,471 Debentures of government-sponsored agencies 141,357 — 141,357 — ( 17,775 ) 123,582 Obligations of state and political subdivisions 61,679 — 61,679 6 ( 6,698 ) 54,987 Corporate bonds 30,000 — 30,000 — ( 627 ) 29,373 Total held-to-maturity $ 888,804 $ — $ 888,804 $ 127 $ ( 89,407 ) $ 799,524 December 31, 2023 Securities of U.S. government-sponsored enterprises: CMBS issued by FHLMC, FNMA and GNMA $ 247,441 $ — $ 247,441 $ — $ ( 35,071 ) $ 212,370 CMOs issued by FHLMC, FNMA and GNMA 228,761 — 228,761 28 ( 16,882 ) 211,907 MBS pass-through securities issued by FHLMC, FNMA and GNMA 208,983 — 208,983 — ( 27,326 ) 181,657 SBA-backed securities 1,853 — 1,853 — ( 90 ) 1,763 Debentures of government-sponsored agencies 146,126 — 146,126 — ( 21,994 ) 124,132 Obligations of state and political subdivisions 62,034 — 62,034 47 ( 7,884 ) 54,197 Corporate bonds 30,000 — 30,000 — ( 1,196 ) 28,804 Total held-to-maturity $ 925,198 $ — $ 925,198 $ 75 $ ( 110,443 ) $ 814,830 1 Amortized cost and fair values exclude accrued interest receivable of $ 2.5 million and $ 3.6 million at September 30, 2024 and December 31, 2023, respectively, which is included in interest receivable and other assets in the consolidated statements of condition. Management measures expected credit losses on held-to-maturity securities collectively by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to MBS, CMBS and CMOs issued or guaranteed by the GSEs, and SBA-backed securities, we expect to receive all the contractual principal and interest on these securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by states and political subdivisions and corporate bonds, management considers: (i) issuer and/or Page-11 guarantor credit ratings, (ii) historical probability of default and loss given default rates for given bond ratings and remaining maturity, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) internal credit review of the financial information, and (v) whether or not such securities have credit enhancements such as guarantees, contain a defeasance clause, or are pre-refunded by the issuers. Based on the comprehensive anal ysis, no cred it losses are expected. The following table summarizes the amortized cost of our portfolio of held-to-maturity securities issued by states and political subdivisions and corporate bonds by Moody's and/or Standard & Poor's bond ratings as of September 30, 2024 and December 31, 2023. Obligations of state and political subdivisions Corporate bonds (in thousands) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Aaa / AAA $ 42,265 $ 42,577 $ — $ — Aa1 / AA+ 19,414 19,457 — — A2 / A — — 30,000 30,000 Total $ 61,679 $ 62,034 $ 30,000 $ 30,000 A summary of the amortized cost, fair value and allowance for credit losses related to securities available-for-sale as of September 30, 2024 and December 31, 2023 is presented below. Available-for-sale: Amortized Cost 1 Gross Unrealized Allowance for Credit Losses Fair Value (in thousands) Gains (Losses) September 30, 2024 Securities of U.S. government-sponsored enterprises: CMBS issued by FHLMC, FNMA and GNMA $ 194,316 $ 404 $ ( 3,942 ) $ — $ 190,778 CMOs issued by FHLMC, FNMA and GNMA 44,208 20 ( 5,248 ) — 38,980 MBS pass-through securities issued by FHLMC, FNMA and GNMA 31,520 3 ( 3,823 ) — 27,700 SBA-backed securities 332 — ( 18 ) — 314 Debentures of government- sponsored agencies 8,971 — ( 1,463 ) — 7,508 U.S. Treasury securities 11,937 — ( 962 ) — 10,975 Obligations of state and political subdivisions 95,782 — ( 9,427 ) — 86,355 Corporate bonds 6,000 — ( 422 ) — 5,578 Total available-for-sale $ 393,066 $ 427 $ ( 25,305 ) $ — $ 368,188 December 31, 2023 Securities of U.S. government-sponsored enterprises: CMBS issued by FHLMC, FNMA and GNMA $ 160,968 $ — $ ( 13,279 ) $ — 147,689 CMOs issued by FHLMC, FNMA and GNMA 153,689 — ( 17,420 ) — 136,269 MBS pass-through securities issued by FHLMC, FNMA and GNMA 77,680 2 ( 9,168 ) $ — 68,514 SBA-backed securities 21,126 — ( 1,655 ) — 19,471 Debentures of government- sponsored agencies 73,899 — ( 7,037 ) — 66,862 U.S. Treasury securities 11,923 — ( 1,300 ) 10,623 Obligations of state and political subdivisions 102,202 1 ( 10,321 ) — 91,882 Corporate bonds 11,992 — ( 1,274 ) — 10,718 Total available-for-sale $ 613,479 $ 3 $ ( 61,454 ) $ — $ 552,028 1 Amortized cost and fair value exclude accrued interest receivable of $ 1.6 million and $ 2.3 million at September 30, 2024 and December 31, 2023, respectively, which is included in interest receivable and other assets in the consolidated statements of condition. Page-12 The amortized cost a nd fair value of investment debt securities by contractual maturity at September 30, 2024 and December 31, 2023 are shown below. Expected maturities may differ from contractual maturities if the issuers of the securities have the right to call or prepay obligations with or without call or prepayment penalties. September 30, 2024 December 31, 2023 Held-to-Maturity Available-for-Sale Held-to-Maturity Available-for-Sale (in thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Within one year $ 36,491 $ 36,300 $ 68,969 $ 68,925 $ — $ — $ 101 $ 100 After one but within five years 118,449 113,039 127,751 124,740 87,887 84,541 226,669 208,444 After five years through ten years 230,261 200,089 45,908 40,767 304,976 261,654 95,552 85,447 After ten years 503,603 450,096 150,438 133,756 532,335 468,635 291,157 258,037 Total $ 888,804 $ 799,524 $ 393,066 $ 368,188 $ 925,198 $ 814,830 $ 613,479 $ 552,028 Sales of investment securities and gross gains and losses are shown in the following table: Three months ended Nine months ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Available-for-sale: Sales proceeds $ — $ 79,840 $ 292,621 $ 79,840 Gross realized gains — 5 — 5 Gross realized losses — ( 2,798 ) ( 32,541 ) ( 2,798 ) Sale of equity securities: 1 Sales proceeds — 2,807 — 2,807 Gross realized gain — 2,807 — 2,807 1 Refer to VISA Inc. Class B Common Stock section below for more information. The reported values of pledged investment securities are shown in the following table. (in thousands) September 30, 2024 December 31, 2023 Pledged to the State of California: Secure public deposits in compliance with the Local Agency Security Program $ 277,095 $ 287,436 Collateral for trust deposits 934 666 Collateral for Wealth Management and Trust Services checking account 1,310 562 Total investment securities pledged to the State of California 279,339 288,664 Bankruptcy trustee deposits pledged with Federal Reserve Bank 729 1,151 Pledged to FHLB Securities-Backed Credit Program 288,162 383,484 Pledged to the Federal Reserve "BTFP" — 265,660 Pledged to the Federal Reserve Discount Window 369,499 — Total pledged investment securities $ 937,729 $ 938,959 Page-13 There were 254 and 313 securities in unrealized loss positions at September 30, 2024 and December 31, 2023, respectively. Those securities are summarized and classified according to the duration of the loss period in the tables below: September 30, 2024 < 12 continuous months ≥ 12 continuous months Total securities in a loss position (in thousands) Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss Held-to-maturity: CMBS issued by FHLMC, FNMA and GNMA $ 8,888 $ ( 35 ) $ 206,503 $ ( 28,196 ) $ 215,391 $ ( 28,231 ) CMOs issued by FHLMC, FNMA and GNMA 7,819 ( 1,204 ) 182,278 ( 11,528 ) 190,097 ( 12,732 ) MBS pass-through securities issued by FHLMC, FNMA and GNMA — — 169,133 ( 23,301 ) 169,133 ( 23,301 ) SBA-backed securities — — 1,471 ( 43 ) 1,471 ( 43 ) Debentures of government-sponsored agencies — — 123,582 ( 17,775 ) 123,582 ( 17,775 ) Obligations of state and political subdivisions 4,057 ( 1 ) 45,312 ( 6,697 ) 49,369 ( 6,698 ) Corporate bonds 29,373 ( 627 ) 29,373 ( 627 ) Total held-to-maturity 20,764 ( 1,240 ) 757,652 ( 88,167 ) 778,416 ( 89,407 ) Available-for-sale: CMBS issued by FHLMC, FNMA and GNMA 76,278 ( 92 ) 60,550 ( 3,850 ) 136,828 ( 3,942 ) CMOs issued by FHLMC, FNMA and GNMA — — 36,052 ( 5,248 ) 36,052 ( 5,248 ) MBS pass-through securities issued by FHLMC, FNMA and GNMA — — 27,535 ( 3,823 ) 27,535 ( 3,823 ) SBA-backed securities — — 314 ( 18 ) 314 ( 18 ) Debentures of government- sponsored agencies — — 7,508 ( 1,463 ) 7,508 ( 1,463 ) U.S. Treasury securities — — 10,975 ( 962 ) 10,975 ( 962 ) Obligations of state and political subdivisions — — 86,355 ( 9,427 ) 86,355 ( 9,427 ) Corporate bonds — — 5,578 ( 422 ) 5,578 ( 422 ) Total available-for-sale 76,278 ( 92 ) 234,867 ( 25,213 ) 311,145 ( 25,305 ) Total securities at loss position $ 97,042 $ ( 1,332 ) $ 992,519 $ ( 113,380 ) $ 1,089,561 $ ( 114,712 ) Page-14 December 31, 2023 < 12 continuous months ≥ 12 continuous months Total securities in a loss position (in thousands) Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss Held-to-maturity: CMBS issued by FHLMC, FNMA and GNMA $ 10,988 $ ( 244 ) $ 201,383 $ ( 34,826 ) $ 212,371 $ ( 35,070 ) CMOs issued by FHLMC, FNMA and GNMA 51,136 ( 432 ) 156,515 ( 16,451 ) 207,651 ( 16,883 ) MBS pass-through securities issued by FHLMC, FNMA and GNMA — — 181,656 ( 27,326 ) 181,656 ( 27,326 ) SBA-backed securities — — 1,763 ( 90 ) 1,763 ( 90 ) Debentures of government- sponsored agencies — — 124,132 ( 21,994 ) 124,132 ( 21,994 ) Obligations of state and political subdivisions — — 44,437 ( 7,884 ) 44,437 ( 7,884 ) Corporate Bonds — — 28,804 ( 1,196 ) 28,804 ( 1,196 ) Total held-to-maturity 62,124 ( 676 ) 738,690 ( 109,767 ) 800,814 ( 110,443 ) Available-for-sale: CMBS issued by FHLMC, FNMA and GNMA 1,235 ( 7 ) 146,454 ( 13,272 ) 147,689 ( 13,279 ) CMOs issued by FHLMC, FNMA and GNMA — — 136,269 ( 17,420 ) 136,269 ( 17,420 ) MBS pass-through securities issued by FHLMC, FNMA and GNMA — — 68,237 ( 9,168 ) 68,237 ( 9,168 ) SBA-backed securities — — 19,471 ( 1,655 ) 19,471 ( 1,655 ) Debentures of government- sponsored agencies — — 66,862 ( 7,037 ) 66,862 ( 7,037 ) U.S. Treasury securities — — 10,623 ( 1,300 ) 10,623 ( 1,300 ) Obligations of state and political subdivisions 666 ( 1 ) 90,655 ( 10,320 ) 91,321 ( 10,321 ) Corporate Bonds — — 10,718 ( 1,274 ) 10,718 ( 1,274 ) Total available-for-sale 1,901 ( 8 ) 549,289 ( 61,446 ) 551,190 ( 61,454 ) Total securities at loss position $ 64,025 $ ( 684 ) $ 1,287,979 $ ( 171,213 ) $ 1,352,004 $ ( 171,897 ) As of September 30, 2024, the investment portfolio included 245 investment securities that had been in a continuous loss position for twelve months or more and nine investment securities that had been in a loss position for less than twelve months. Securities issued by government-sponsored agencies, such as FNMA and FHLMC, usually have implicit credit support from the U.S. federal government. However, since 2008, FNMA and FHLMC have been under government conservatorship and, therefore, contractual cash flows for these investments carry explicit guarantees by the U.S. federal government while FNMA and FHLMC remain under conservatorship. Securities issued by the SBA and GNMA have explicit credit guarantees by the U.S. federal government, which protects us from credit losses on the contractual cash flows of the securities. Our investments in obligations of state and political subdivision bonds are deemed creditworthy after our comprehensive analysis of the issuers' latest financial information, credit ratings by major credit agencies, and/or credit enhancements. No allowances for credit losses have been recognized on available-for-sale securities in an unrealized loss position, as management does not believe any of the securities are impaired due to credit risk factors at either September 30, 2024 or December 31, 2023. In addition, for any available-for-sale securities in an unrealized loss position at September 30, 2024 and December 31, 2023, the Bank assessed whether it intended to sell the securities, or if it was more likely than not that it would be required to sell the securities before recovery of its amortized cost basis, which would require a write-down to fair value through net income. Because the Bank did not intend to sell those securities that were in an unrealized loss position, and it was not more-likely-than-not that the Bank would be required to sell the securities before recovery of their amortized cost bases, the Bank determined that no write-down was necessary as of the reporting date. On July 7, 2023, the Bank entered into various interest rate swap agreements with notional values totaling $ 101.8 million to hedge balance sheet interest rate sensitivity and protect selected securities in its available-for-sale Page-15 portfolio against changes in fair value related to changes in the benchmark interest rate. Subsequent to quarter end, on November 4, 2024, the Bank terminated these contracts resulting in an immaterial loss that will be amortized over the life of the hedged securities. For additional details, refer to Note 9, Derivative Financial Instruments and Hedging Activities. Non-Marketable Securities Included in Other Assets FHLB Capital Stock As a member of the FHLB, we are required to maintain a minimum investment in FHLB capital stock as determined by the Board of Directors of the FHLB. The minimum investment requirements can increase in the event we increase our total asset size or borrowings with the FHLB. Shares cannot be purchased or sold except between the FHLB and its members at the $ 100 per share par value. We held $ 16.7 million of FHLB stock included in other assets on the consolidated statements of condition at both September 30, 2024 and December 31, 2023. The carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks, and they do not have a readily determinable market value. Based on our analysis of FHLB's financial condition and certain qualitative factors, we determined that the FHLB stock w as not im paired at September 30, 2024 and December 31, 2023. On October 24, 2024, FHLB announced a cash dividend for the third quarter of 2024 at an annualized dividend rate of 8.75 % to be distributed in mid-November 2024. Cash dividends paid on FHLB capital stock are recorded as non-interest income. For further information, refer to Note 8, Commitments and Contingencies. Low Income Housing Tax Credits We invest in low-income housing tax credit funds as a limited partner, which totaled $ 1.7 million and $ 2.0 million recorded in other assets as of September 30, 2024 and December 31, 2023, respectively. In the first nine months of 2024, we recognized $ 394 thousand of low-income housing tax credits and other tax benefits, offset by $ 328 thousand of amortization expense of low-income housing tax credit investment, as a component of income tax expense. As of September 30, 2024, our unfunded commitments for these low-income housing tax credit funds totaled $ 342 thousand. We did not recognize any impairment losses on these low-income housing tax credit investments during the first nine months of 2024 or 2023, as the value of the future tax benefits exceeds the carrying value of the investments. Note 5: Loans and Allowance for Credit Losses on Loans The following table presents the amortized cost of loans by portfolio class as of September 30, 2024 and December 31, 2023. (in thousands) September 30, 2024 December 31, 2023 Commercial and industrial $ 160,390 $ 153,750 Real estate: Commercial owner-occupied 318,712 333,181 Commercial non-owner occupied 1,266,377 1,219,385 Construction 39,326 99,164 Home equity 86,479 82,087 Other residential 150,573 118,508 Installment and other consumer loans 68,234 67,645 Total loans, at amortized cost 1 2,090,091 2,073,720 Allowance for credit losses on loans ( 30,675 ) ( 25,172 ) Total loans, net of allowance for credit losses on loans $ 2,059,416 $ 2,048,548 1 Amortized cost includes net deferred loan origination costs of $ 2.5 million and $ 2.7 million at September 30, 2024 and December 31, 2023, respectively. Amounts are also net of unrecognized purchase discounts of $ 1.1 million and $ 2.0 million at September 30, 2024 and December 31, 2023, respectively. Amortized cost excludes accrued interest, which totaled $ 6.7 million and $ 6.6 million at September 30, 2024 and December 31, 2023, respectively, and is included in interest receivable and other assets in the consolidated statements of condition. Page-16 Lending Risks Commercial and Industrial Loans - Commercial loans are generally made to established small and mid-sized businesses to provide financing for their growth and working capital needs, equipment purchases and acquisitions. Management examines historical, current, and projected cash flows to determine the ability of the borrower to repay obligations as agreed. Commercial loans are made based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral and guarantor support. The cash flows of borrowers, however, may not occur as expected, and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed, such as accounts receivable and inventory, and typically include personal guarantees. We target stable businesses with guarantors who provide additional sources of repayment and have proven to be resilient in periods of economic stress. A weakened economy, and resultant decreased consumer and/or business spending, may have an effect on the credit quality of commercial loans. Commercial Real Estate Loans - Commercial real estate loans, which include income producing investment properties and owner-occupied real estate used for business purposes, are subject to underwriting standards and processes similar to commercial loans discussed above. We underwrite these loans to be repaid from cash flow from either the business or investment property and supported by real property collateral. Underwriting standards for commercial real estate loans include, but are not limited to, debt coverage and loan-to-value ratios. Furthermore, a large majority of our loans are guaranteed by the owners of the properties. Conditions in the real estate markets or a downturn in the general economy may adversely affect our commercial real estate loans. In the event of a vacancy, we expect guarantors to carry the loans until they find a replacement tenant. The owner's substantial equity investment provides a strong economic incentive to continue to support the commercial real estate projects. As such, we have generally experienced a relatively low level of loss and delinquencies in this portfolio. Construction Loans - Construction loans are generally made to developers and builders to finance construction, renovation and occasionally land acquisitions in anticipation of near-term development. Construction loans include interest reserves that are used for the payment of interest during the development and marketing periods and are capitalized as part of the loan balance. When a construction loan is placed on non-accrual status before the depletion of the interest reserve, we apply the interest funded by the interest reserve against the loan's principal balance. These loans are underwritten after evaluation of the borrower's financial strength, reputation, prior track record, and independent appraisals. We monitor all construction projects to determine whether they are on schedule, completed as planned and in accordance with the approved construction budgets. Significant events can affect the construction industry, including: the inherent volatility of real estate markets and vulnerability to delays due to weather, change orders, inability to obtain construction permits, labor or material shortages, and price changes. Estimates of construction costs and value associated with the completed project may be inaccurate. Repayment of construction loans is largely dependent on the ultimate success of the project. Consumer Loans - Consumer loans primarily consist of home equity lines of credit, other residential loans, floating homes, and indirect luxury auto loans, along with a small number of installment loans. Our other residential loans include tenancy-in-common fractional interest loans ("TIC") located almost entirely in San Francisco County. We originate consumer loans utilizing credit score information, debt-to-income ratio and loan-to-value ratio analysis. Diversification among consumer loan types, coupled with relatively small loan amounts that are spread across many individual borrowers, mitigates risk. We do not originate sub-prime residential mortgage loans, nor is it our practice to underwrite loans commonly referred to as "Alt-A mortgages," the characteristics of which are reduced documentation, borrowers with low FICO scores or collateral with high loan-to-value ratios. Credit Quality Indicators We use a risk rating system to evaluate asset quality, and to identify and monitor credit risk in individual loans, and in the loan portfolio. Our definitions of “Special Mention” risk graded loans, or worse, are consistent with those used by the Federal Deposit Insurance Corporation ("FDIC"). Our internally assigned grades are as follows: Pass and Watch - Loans to borrowers of acceptable or better credit quality. Borrowers in this category demonstrate fundamentally sound financial positions, repayment capacity, credit history and management expertise. Loans in this category must have an identifiable and stable source of repayment and meet the Bank’s policy regarding debt-service-coverage ratios. These borrowers are capable of sustaining normal economic, market Page-17 or operational setbacks without significant financial consequences. Negative external industry factors are generally not present. The loan may be secured, unsecured or supported by non-real estate collateral for which the value is more difficult to determine and/or marketability is more uncertain. This category also includes “Watch” loans, where the primary source of repayment has been delayed. “Watch” is intended to be a transitional grade, with either an upgrade or downgrade within a reasonable period. Special Mention - Potential weaknesses that deserve close attention. If left uncorrected, those potential weaknesses may result in deterioration of the payment prospects for the asset. Special Mention assets do not present sufficient risk to warrant adverse classification. Substandard - Inadequately protected by either the current sound worth and paying capacity of the obligor or the collateral pledged, if any. A Substandard asset has well-defined weaknesses that jeopardize the liquidation of the debt. Substandard assets are characterized by the distinct possibility that we will sustain some loss if such weaknesses or deficiencies are not corrected. Well-defined weaknesses include adverse trends or developments of the borrower’s financial condition, managerial weaknesses and/or significant collateral deficiencies. Doubtful - Critical weaknesses that make collection or liquidation in full improbable. There may be specific pending events that work to strengthen the asset; however, the amount or timing of the loss may not be determinable. Pending events generally occur within one year of the asset being classified as Doubtful. Examples include: merger, acquisition, or liquidation; capital injection; guarantee; perfecting liens on additional collateral; and refinancing. Such loans are placed on non-accrual status and usually are collateral-dependent. We regularly review our credits for accuracy of risk grades whenever we receive new information and at each quarterly and year-end reporting period. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals ranging from monthly to annually depending on credit size, risk and complexity. In addition, investor commercial real estate borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. We monitor construction loans monthly. We review home equity and other consumer loans based on delinquency. We also review loans graded “Watch” or worse, regardless of loan type, no less than quarterly. The following tables present the loan portfolio by loan portfolio class, origination/renewal year and internal risk rating as of September 30, 2024 and December 31, 2023. The current year vintage table reflects gross charge-offs by loan portfolio class and year of origination. Generally, existing term loans that were re-underwritten are reflected in the table in the year of renewal. Lines of credit that have a conversion feature at the time of origination, such as construction to perm loans, are presented by year of origination. (in thousands) Term Loans - Amortized Cost by Origination Year Revolving Loans Amortized Cost September 30, 2024 2024 2023 2022 2021 2020 Prior Total Commercial and industrial: Pass and Watch $ 9,669 $ 22,021 $ 8,149 $ 1,543 $ 2,819 $ 29,046 $ 70,364 $ 143,611 Special Mention 882 — — — 11 250 8,152 9,295 Substandard — — — — — — 7,484 7,484 Total commercial and industrial $ 10,551 $ 22,021 $ 8,149 $ 1,543 $ 2,830 $ 29,296 $ 86,000 $ 160,390 Gross current period charge-offs $ — $ — $ — $ — $ — $ — $ ( 33 ) $ ( 33 ) Commercial real estate, owner-occupied: Pass and Watch $ 11,192 $ 13,656 $ 45,195 $ 44,900 $ 34,531 $ 134,195 $ 209 $ 283,878 Special Mention — 380 — 19,046 808 9,563 — 29,797 Substandard — — 2,141 — — 2,896 — 5,037 Total commercial real estate, owner-occupied $ 11,192 $ 14,036 $ 47,336 $ 63,946 $ 35,339 $ 146,654 $ 209 $ 318,712 Commercial real estate, non-owner occupied: Pass and Watch $ 89,580 $ 65,290 $ 165,948 $ 197,932 $ 188,605 $ 468,764 $ 8,930 $ 1,185,049 Special Mention — — 2,750 2,108 — 38,154 — 43,012 Substandard — 872 — 2,150 — 35,294 — 38,316 Total commercial real estate, non-owner occupied $ 89,580 $ 66,162 $ 168,698 $ 202,190 $ 188,605 $ 542,212 $ 8,930 $ 1,266,377 Page-18 (in thousands) Term Loans - Amortized Cost by Origination Year Revolving Loans Amortized Cost September 30, 2024 2024 2023 2022 2021 2020 Prior Total Construction: Pass and Watch $ 14,518 $ 2,045 $ 15,311 $ — $ — $ — $ — $ 31,874 Special Mention 7,452 — — — — — — 7,452 Total construction $ 21,970 $ 2,045 $ 15,311 $ — $ — $ — $ — $ 39,326 Home equity: Pass and Watch $ 76 $ — $ — $ — $ — $ 1,131 $ 84,111 $ 85,318 Substandard — — — — — 179 982 1,161 Total home equity $ 76 $ — $ — $ — $ — $ 1,310 $ 85,093 $ 86,479 Other residential: Pass and Watch $ 39,456 $ 17,371 $ 19,791 $ 13,091 $ 24,549 $ 36,315 $ — $ 150,573 Total other residential $ 39,456 $ 17,371 $ 19,791 $ 13,091 $ 24,549 $ 36,315 $ — $ 150,573 Installment and other consumer: Pass and Watch $ 14,656 $ 16,991 $ 11,525 $ 8,133 $ 3,028 $ 12,084 $ 1,385 $ 67,802 Substandard — — — 432 — — — 432 Total installment and other consumer $ 14,656 $ 16,991 $ 11,525 $ 8,565 $ 3,028 $ 12,084 $ 1,385 $ 68,234 Gross current period charge-offs $ — $ ( 14 ) $ — $ ( 3 ) $ — $ — $ ( 1 ) $ ( 18 ) Total loans: Pass and Watch $ 179,147 $ 137,374 $ 265,919 $ 265,599 $ 253,532 $ 681,535 $ 164,999 $ 1,948,105 Total Special Mention $ 8,334 $ 380 $ 2,750 $ 21,154 $ 819 $ 47,967 $ 8,152 $ 89,556 Total Substandard $ — $ 872 $ 2,141 $ 2,582 $ — $ 38,369 $ 8,466 $ 52,430 Totals $ 187,481 $ 138,626 $ 270,810 $ 289,335 $ 254,351 $ 767,871 $ 181,617 $ 2,090,091 Total gross current period charge-offs $ — $ ( 14 ) $ — $ ( 3 ) $ — $ — $ ( 34 ) $ ( 51 ) (in thousands) Term Loans - Amortized Cost by Origination Year Revolving Loans Amortized Cost December 31, 2023 2023 2022 2021 2020 2019 Prior Total Commercial and industrial: Pass and Watch $ 25,615 $ 9,187 $ 2,970 $ 3,718 $ 15,128 $ 21,004 $ 62,486 $ 140,108 Special Mention — — — — 334 — 9,300 9,634 Substandard — — — — 1,311 2,697 — 4,008 Total commercial and industrial $ 25,615 $ 9,187 $ 2,970 $ 3,718 $ 16,773 $ 23,701 $ 71,786 $ 153,750 Commercial real estate, owner-occupied: Pass and Watch $ 13,128 $ 41,808 $ 49,887 $ 37,708 $ 40,994 $ 114,018 $ 56 $ 297,599 Special Mention 1,431 4,498 15,636 820 286 8,902 — 31,573 Substandard — 2,231 — — — 1,778 — 4,009 Total commercial real estate, owner-occupied $ 14,559 $ 48,537 $ 65,523 $ 38,528 $ 41,280 $ 124,698 $ 56 $ 333,181 Commercial real estate, non-owner occupied: Pass and Watch $ 76,718 $ 172,028 $ 196,340 $ 150,831 $ 139,860 $ 368,675 $ 9,832 $ 1,114,284 Special Mention — 2,790 9,498 11,776 15,708 41,602 — 81,374 Substandard 878 272 2,204 — — 20,373 — 23,727 Total commercial real estate, non-owner occupied $ 77,596 $ 175,090 $ 208,042 $ 162,607 $ 155,568 $ 430,650 $ 9,832 $ 1,219,385 Construction: Pass and Watch $ 13,138 $ 24,403 $ 19,521 $ 29,512 $ — $ — $ — $ 86,574 Special Mention 12,590 — — — — — — 12,590 Total construction $ 25,728 $ 24,403 $ 19,521 $ 29,512 $ — $ — $ — $ 99,164 Home equity: Pass and Watch $ — $ — $ — $ — $ — $ 734 $ 80,773 $ 81,507 Substandard — — — — — 369 211 580 Total home equity $ — $ — $ — $ — $ — $ 1,103 $ 80,984 $ 82,087 Other residential: Pass and Watch $ 17,861 $ 20,114 $ 13,390 $ 25,637 $ 20,935 $ 20,571 $ — $ 118,508 Total other residential $ 17,861 $ 20,114 $ 13,390 $ 25,637 $ 20,935 $ 20,571 $ — $ 118,508 Installment and other consumer: Pass and Watch $ 22,038 $ 14,528 $ 10,632 $ 4,687 $ 5,300 $ 9,399 $ 1,061 $ 67,645 Total installment and other consumer $ 22,038 $ 14,528 $ 10,632 $ 4,687 $ 5,300 $ 9,399 $ 1,061 $ 67,645 Total loans: Pass and Watch $ 168,498 $ 282,068 $ 292,740 $ 252,093 $ 222,217 $ 534,401 $ 154,208 $ 1,906,225 Total Special Mention $ 14,021 $ 7,288 $ 25,134 $ 12,596 $ 16,328 $ 50,504 $ 9,300 $ 135,171 Total Substandard $ 878 $ 2,503 $ 2,204 $ — $ 1,311 $ 25,217 $ 211 $ 32,324 Totals $ 183,397 $ 291,859 $ 320,078 $ 264,689 $ 239,856 $ 610,122 $ 163,719 $ 2,073,720 Page-19 The following table shows the amortized cost of loans by portfolio class, payment aging and non-accrual status as of September 30, 2024 and December 31, 2023. Loan Aging Analysis by Class (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, non-owner occupied Construction Home equity Other residential Installment and other consumer Total September 30, 2024 30-59 days past due $ 547 $ 2,270 $ 89 $ — $ 1,152 $ — $ 162 $ 4,220 60-89 days past due 4 — 2,917 — 654 — 2 3,577 90 days or more past due 1 7,484 122 11,140 — 254 — 216 19,216 Total past due 8,035 2,392 14,146 — 2,060 — 380 27,013 Current 152,355 316,320 1,252,231 39,326 84,419 150,573 67,854 2,063,078 Total loans 1 $ 160,390 $ 318,712 $ 1,266,377 $ 39,326 $ 86,479 $ 150,573 $ 68,234 $ 2,090,091 Non-accrual loans 2 $ 7,483 $ 1,578 $ 29,229 $ — $ 1,161 $ — $ 432 $ 39,883 Non-accrual loans with no allowance $ — $ 1,578 $ 871 $ — $ 1,161 $ — $ 432 $ 4,042 December 31, 2023 30-59 days past due $ 2,991 $ 618 $ — $ — $ 43 $ 83 $ 195 $ 3,930 60-89 days past due 69 — 2,204 — — — 1 2,274 90 days or more past due 1 1,311 149 — — — — — 1,460 Total past due 4,371 767 2,204 — 43 83 196 7,664 Current 149,379 332,414 1,217,181 99,164 82,044 118,425 67,449 2,066,056 Total loans 1 $ 153,750 $ 333,181 $ 1,219,385 $ 99,164 $ 82,087 $ 118,508 $ 67,645 $ 2,073,720 Non-accrual loans 2 $ 4,008 $ 434 $ 3,081 $ — $ 469 $ — $ — $ 7,992 Non-accrual loans with no allowance $ 1,311 $ 434 $ 877 $ — $ 469 $ — $ — $ 3,091 1 There were no non-performing loans over 90 days past due and accruing interest as of September 30, 2024 or December 31, 2023 . 2 None of the non-accrual loans as of September 30, 2024 or December 31, 2023 were earning interest on a cash or accrual basis. We reversed $ 257 thousand and $ 523 thousand in accrued interest income for loans that were placed on non-accrual status during the three and nine months ended September 30, 2024, respectively. We reversed accrued interest income of $ 131 thousand and $ 158 thousand for loans that were placed on non-accrual status during the three and nine months ended September 30, 2023, respectively. Collateral Dependent Loans The following table presents the amortized cost basis of individually analyzed collateral-dependent loans, which were all on non-accrual status, by portfolio class at September 30, 2024 and December 31, 2023. Amortized Cost by Collateral Type (in thousands) Commercial Real Estate Residential Real Estate Other Total 1 Allowance for Credit Losses September 30, 2024 Commercial real estate, owner-occupied $ 1,578 $ — $ — $ 1,578 $ — Commercial real estate, non-owner occupied 29,229 — — 29,229 7,971 Home equity — 1,161 — 1,161 — Installment and other consumer — — 432 432 — Total $ 30,807 $ 1,161 $ 432 $ 32,400 $ 7,971 December 31, 2023 Commercial and industrial $ 1,311 $ — $ — $ 1,311 $ — Commercial real estate, owner-occupied 434 — — 434 — Commercial real estate, non-owner occupied 3,081 — — 3,081 408 Home equity — 469 — 469 — Total $ 4,826 $ 469 $ — $ 5,295 $ 408 1 There were no collateral-dependent residential real estate mortgage loans in process of foreclosure or in substance repossessed at September 30, 2024 and December 31, 2023. The weighted average loan-to-value of real estate secured collateral dependent loans was approximately 120 % ( 84 % net of individual reserves for credit losses) at September 30, 2024 and 70 % ( 62 % net of individual reserves for credit losses) at December 31, 2023. Page-20 Loan Modifications to Borrowers Experiencing Financial Difficulty The following table summarizes the amortized cost of loans as of September 30, 2024 that were modified during the nine months ended September 30, 2024 by portfolio class and type of modification granted. There were no modifications of loans during the three months ended September 30, 2024 requiring disclosure. (in thousands) Term Extension Total Modifications Percent of Portfolio Class Total Nine months ended September 30, 2024 Home equity $ 192 $ 192 0.2 % Total $ 192 $ 192 The following table summarizes the amortized cost of loans as of September 30, 2023 that were modified during the three and nine months ended September 30, 2023 by portfolio class and type of modification granted. (in thousands) Term Extension Total Modifications Percent of Portfolio Class Total Three months ended September 30, 2023 Commercial and industrial $ 391 $ 391 0.2 % Commercial owner-occupied 1,056 1,056 0.3 % Total $ 1,447 $ 1,447 Nine months ended September 30, 2023 Commercial and industrial $ 391 $ 391 0.2 % Commercial owner-occupied 1,056 1,056 0.3 % Total $ 1,447 $ 1,447 As of September 30, 2024 and September 30, 2023, there were no unfunded loan commitments for loans that were modified during the periods presented. The following table summarizes the financial effect of loan modifications presented in the table above during the nine months ended September 30, 2024 by portfolio class. Weighted-Average Term Extension (in years) Nine months ended September 30, 2024 Home equity 6.5 The following table summarizes the financial effect of loan modifications presented in the table above during the three and nine months ended September 30, 2023 by portfolio class. Weighted-Average Term Extension (in years) Three months ended September 30, 2023 Commercial and industrial 2.3 Commercial owner-occupied 2.5 Nine months ended September 30, 2023 Commercial and industrial 2.3 Commercial owner-occupied 2.5 The loan modifications did not significantly impact the determination of the allowance for credit losses on loans during the three and nine months ended September 30, 2024 or September 30, 2023. Page-21 The Bank closely monitors the performance of the modified loans to understand the effectiveness of its modification efforts. The following table summarizes the amortized cost and payment status of loans as of September 30, 2024 that were modified during the nine months ended September 30, 2024 by portfolio class. (in thousands) Current 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Total Non-Accrual Nine months ended September 30, 2024 Home equity $ 192 $ — $ — $ — $ 192 $ 117 Total $ 192 $ — $ — $ — $ 192 $ 117 The following table summarizes the amortized cost and payment status of loans as of September 30, 2023 that were modified during the three and nine months ended September 30, 2023 by portfolio class. (in thousands) Current 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Total Non-Accrual Three months ended September 30, 2023 Commercial and industrial $ 391 $ — $ — $ — $ 391 $ — Commercial owner-occupied 1,056 — — — 1,056 — Total $ 1,447 $ — $ — $ — $ 1,447 $ — Nine months ended September 30, 2023 Commercial and industrial $ 391 $ — $ — $ — $ 391 $ — Commercial owner-occupied 1,056 — — — 1,056 — Total $ 1,447 $ — $ — $ — $ 1,447 $ — There were no loans that defaulted (fully or partially charged-off or became 90 days or more past due) that were modified during the three and nine months ended September 30, 2024 or September 30, 2023. Allocation of the Allowance for Credit Losses on Loans The following table presents the details of the allowance for credit losses on loans segregated by loan portfolio class as of September 30, 2024 and December 31, 2023 . Allocation of the Allowance for Credit Losses on Loans (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, non-owner occupied Construction Home equity Other residential Installment and other consumer Unallocated Total September 30, 2024 Modeled expected credit losses $ 807 $ 1,238 $ 7,580 $ 49 $ 583 $ 1,143 $ 651 $ — $ 12,051 Qualitative adjustments 663 1,107 6,549 611 64 2 269 1,140 10,405 Specific allocations 248 — 7,971 — — — — — 8,219 Total $ 1,718 $ 2,345 $ 22,100 $ 660 $ 647 $ 1,145 $ 920 $ 1,140 $ 30,675 December 31, 2023 Modeled expected credit losses $ 897 $ 1,270 $ 7,380 $ 185 $ 482 $ 619 $ 634 $ — $ 11,467 Qualitative adjustments 622 1,205 6,327 1,647 70 33 342 2,038 12,284 Specific allocations 193 1 1,226 — — 1 — — 1,421 Total $ 1,712 $ 2,476 $ 14,933 $ 1,832 $ 552 $ 653 $ 976 $ 2,038 $ 25,172 Page-22 Allowance for Credit Losses on Loans Rollforward The following table discloses activity in the allowance for credit losses on loans for the periods presented. Allowance for Credit Losses on Loans Rollforward (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, non-owner occupied Construction Home equity Other residential Installment and other consumer Unallocated Total Three months ended September 30, 2024 Beginning balance $ 1,876 $ 2,408 $ 22,165 $ 874 $ 650 $ 769 $ 910 $ 1,023 $ 30,675 (Reversal) Provision ( 158 ) ( 63 ) ( 65 ) ( 214 ) ( 3 ) 376 10 117 — (Charge-offs) — — — — — — — — — Recoveries — — — — — — — — — Ending balance $ 1,718 $ 2,345 $ 22,100 $ 660 $ 647 $ 1,145 $ 920 $ 1,140 $ 30,675 Three months ended September 30, 2023 Beginning balance $ 1,831 $ 2,589 $ 13,201 $ 1,942 $ 561 $ 599 $ 940 $ 2,169 $ 23,832 (Reversal) Provision ( 20 ) ( 59 ) 423 68 4 6 13 ( 10 ) 425 (Charge-offs) ( 4 ) — — — — — ( 2 ) — ( 6 ) Recoveries 1 — — 8 — — — — 9 Ending balance $ 1,808 $ 2,530 $ 13,624 $ 2,018 $ 565 $ 605 $ 951 $ 2,159 $ 24,260 Allowance for Credit Losses on Loans Rollforward (in thousands) Commercial and industrial Commercial real estate, owner-occupied Commercial real estate, non-owner occupied Construction Home equity Other residential Installment and other consumer Unallocated Total Nine months ended September 30, 2024 Beginning balance $ 1,712 $ 2,476 $ 14,933 $ 1,832 $ 552 $ 653 $ 976 $ 2,038 $ 25,172 Provision (Reversal) 38 ( 131 ) 7,167 ( 1,172 ) 95 492 ( 41 ) ( 898 ) 5,550 (Charge-offs) ( 33 ) — — — — — ( 18 ) — ( 51 ) Recoveries 1 — — — — — 3 — 4 Ending balance $ 1,718 $ 2,345 $ 22,100 $ 660 $ 647 $ 1,145 $ 920 $ 1,140 $ 30,675 Nine months ended September 30, 2023 Beginning balance $ 1,794 $ 2,487 $ 12,676 $ 1,937 $ 558 $ 595 $ 868 $ 2,068 $ 22,983 Provision 16 43 948 56 7 10 104 91 1,275 (Charge-offs) ( 7 ) — — — — — ( 22 ) — ( 29 ) Recoveries 5 — — 25 — — 1 — 31 Ending balance $ 1,808 $ 2,530 $ 13,624 $ 2,018 $ 565 $ 605 $ 951 $ 2,159 $ 24,260 Pledged Loans Our FHLB line of credit is secured under terms of a blanket collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $ 1.324 billion and $ 1.288 billion at September 30, 2024 and December 31, 2023, respectively. In addition, we pledge eligible residential loans, which totaled $ 109.0 million and $ 110.4 million at September 30, 2024 and December 31, 2023, respectively, to secure our borrowing capacity with the Federal Reserve Bank ("FRB"). For additional information, see Note 6, Borrowings. Related Party Loans The Bank has, and expects to have in the future, banking transactions in the ordinary course of its business with directors, officers, principal shareholders and their businesses or associates. These transactions, including loans, are granted on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to us. Likewise, these transactions do not involve more than the normal risk of collectability or present other unfavorable features. Related party loans totaled $ 4.3 million and $ 5.8 million as of September 30, 2024 and December 31, 2023, respectively. In addition, undisbursed commitments to related parties totaled $ 211 thousand and $ 212 thousand as of September 30, 2024 and December 31, 2023, respectively. Page-23 Note 6: Borrowings and Other Obligations Federal Home Loan Bank: The Bank had lines of credit with the FHLB totaling $ 923.6 million and $ 1.009 billion as of September 30, 2024 and December 31, 2023, respectively, based on eligible collateral of certain loans and investment securities. Federal Funds Lines of Credit: The Bank had unsecured lines of credit with correspondent banks for overnight borrowings totaling $ 125.0 million and $ 135.0 million as of September 30, 2024 and December 31, 2023, respectively. In general, interest rates on these lines approximate the federal funds target rate. Federal Reserve Bank: The Bank had a line of credit through the Discount Window at the Federal Reserve Bank of San Francisco ("FRBSF") totaling $ 377.8 million as of September 30, 2024, secured by investment securities and residential loans. As of December 31, 2023, the Bank had a line of credit through the Discount Window totaling $ 64.0 million, secured by residential loans, and a $ 270.2 million line under the Federal Reserve's temporary Bank Term Funding Program ("BTFP") based on the par values of pledged investment securities. When the BTFP program ended on March 11, 2024, the investment securities were reallocated to our borrowing facility through the Discount Window . Other Obligations: Finance lease liabilities totaling $ 193 thousand and $ 298 thousand as of September 30, 2024 and December 31, 2023, respectively, are included in borrowings and other obligations in the consolidated statements of condition. Refer to Note 8, Commitments and Contingencies, for additional information. The carrying values and weighted average interest rates on borrowings and other obligations as of September 30, 2024 and December 31, 2023 are summarized in the following table. September 30, 2024 December 31, 2023 (dollars in thousands) Carrying Value Weighted Average Rate Carrying Value Weighted Average Rate FHLB short-term borrowings $ — — % $ — — % Federal funds lines of credit — — % — — % FRBSF federal funds purchased — — % — — % FRBSF short-term borrowings under the BTFP — — % 26,000 5.30 % Other obligations (finance leases) 193 2.48 % 298 1.88 % Total borrowings and other obligations $ 193 2.48 % $ 26,298 5.15 % Note 7: Stockholders' Equity Dividends On July 25, 2024, Bancorp approved a $ 0.25 per share cash dividend, paid August 15, 2024 to shareholders of record at the close of business on August 8, 2024. Subsequent to quarter end on October 24, 2024, Bancorp approved a $ 0.25 per share cash dividend, payable on November 14, 2024 to shareholders of record at the close of business on November 7, 2024. Share-Based Payments The fair value of stock options as of the grant date is recorded as stock-based compensation expense in the consolidated statements of comprehensive income over the requisite service period, which is generally the vesting period, with a corresponding increase in common stock. Stock-based compensation also includes compensation expense related to the issuance of restricted stock awards. The grant-date fair value of the restricted stock awards, which equals the grant date price, is recorded as compensation expense over the requisite service period with a corresponding increase in common stock as the shares vest. Stock options and restricted stock awards issued include a retirement eligibility clause whereby the requisite service period is satisfied at the retirement eligibility date. For those awards, we accelerate the recording of stock-based compensation when the award holder is eligible to retire. However, retirement eligibility does not affect the vesting of restricted stock or the exercisability of the stock options, which are based on the scheduled vesting period. Page-24 Performance-based stock awards (restricted stock) are issued to a selected group of employees. Stock award vesting is contingent upon the achievement of pre-established long-term performance goals set by the Compensation Committee of the Board of Directors. Performance is measured over a three-year period and cliff vested. These performance-based stock awards were granted at a maximum opportunity level, and based on the achievement of the pre-established goals, the actual payouts can range from 0 % to 200 % of the target award. For performance-based stock awards, an estimate is made of the number of shares expected to vest based on the probability that the performance criteria will be achieved to determine the amount of compensation expense to be recognized. The estimate is re-evaluated quarterly, and total compensation expense is adjusted for any change in the current period. We record excess tax benefits (deficiencies) resulting from the exercise of non-qualified stock options, the disqualifying disposition of incentive stock options and vesting of restricted stock awards as income tax benefits (expense) in the consolidated statements of comprehensive income with a corresponding decrease (increase) to current taxes payable. The holders of unvested restricted stock awards are entitled to dividends on the same per-share ratio as holders of common stock. Tax benefits for dividends paid on unvested restricted stock awards are recorded as tax benefits in the consolidated statements of comprehensive income with a corresponding decrease to current taxes payable. Dividends on forfeited awards are included in stock-based compensation expense. Stock options and restricted stock may be net settled in a cashless exercise by a reduction in the number of shares otherwise deliverable upon exercise or vesting in satisfaction of the exercise payment and/or applicable tax withholding requirements. Shares withheld under net settlement arrangements are available for future grants. The table below depicts the total number of shares, amount, and weighted average price withheld for cashless exercises for the periods presented. Nine months ended September 30, 2024 September 30, 2023 Number of shares withheld 3,798 3,132 Total amount withheld (in thousands) $ 64 $ 86 Weighted-average price $ 16.89 $ 27.57 Share Repurchase Program On July 21, 2023, the Board of Directors approved the adoption of Bancorp's new share repurchase program for up to $ 25.0 million and expiring on July 31, 2025. Bancorp repurchased 220,000 shares totaling $ 4.2 million at an average price of $ 19.21 per share in the three and nine months ended September 30, 2024. There were no repurchases in 2023. Bancorp will continue to assess opportunities to utilize the program. Note 8: Commitments and Contingent Liabilities Financial Instruments with Off-Balance Sheet Risk We make commitments to extend credit in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because various commitments will expire without being fully drawn, the total commitment amount does not necessarily represent future cash requirements. Our credit loss exposure is equal to the contractual amount of the commitment in the event of nonperformance by the borrower. We use the same credit underwriting criteria for all credit exposure. The amount of collateral obtained, if deemed necessary by us, is based on management's credit evaluation of the borrower. Collateral types pledged may include accounts receivable, inventory, other personal property and real property. Page-25 The contractual amount of unfunded loan commitments and standby letters of credit not reflected in the consolidated statements of condition are as follows: (in thousands) September 30, 2024 December 31, 2023 Commercial lines of credit $ 222,320 $ 259,989 Revolving home equity lines 210,657 218,935 Undisbursed construction loans 9,971 13,943 Personal and other lines of credit 8,237 9,136 Standby letters of credit 2,997 3,147 Total unfunded loan commitments and standby letters of credit $ 454,182 $ 505,150 We record an allowance for credit losses on unfunded loan commitments at the balance sheet date based on estimates of the probability that these commitments will be drawn upon according to historical utilization experience of the different types of commitments and expected loss rates determined for pooled funded loans. The allowance for credit losses on unfunded commitments totaled $ 894 thousand and $ 1.1 million as of September 30, 2024 and December 31, 2023, respectively, which is included in interest payable and other liabilities in the consolidated statements of condition. There was a reversal of this allowance of $ 233 thousand in the third quarter and first nine months of 2024, compared to no provision and a reversal of $ 342 thousand in in the third quarter and first nine months of the prior year, respectively. The reversals were due to decreases in available commitments. Leases We lease premises under long-term non-cancelable operating leases with remaining terms of 31 days to 17 years, 8 months , most of which include escalation clauses and one or more options to extend the lease term, and some of which contain lease termination clauses. Lease terms may include certain renewal options that were considered reasonably certain to be exercised. We lease certain equipment under finance leases with initial terms of three years to five years . The equipment finance leases do not contain renewal options, bargain purchase options or residual value guarantees. The following table shows the balances of operating and finance lease right-of-use assets and lease liabilities. (in thousands) September 30, 2024 December 31, 2023 Operating leases: Operating lease right-of-use assets $ 19,745 $ 20,316 Operating lease liabilities $ 22,278 $ 22,906 Finance leases: Finance lease right-of-use assets $ 616 $ 608 Accumulated amortization ( 430 ) ( 319 ) Finance lease right-of-use assets, net 1 $ 186 $ 289 Finance lease liabilities 2 $ 193 $ 298 1 Included in premises and equipment in the consolidated statements of condition. 2 Included in borrowings and other obligations in the consolidated statements of condition. The following table shows supplemental disclosures of noncash investing and financing activities for the periods presented. Nine months ended (in thousands) September 30, 2024 September 30, 2023 Right-of-use assets obtained in exchange for operating lease liabilities $ 2,737 $ 572 Right-of-use assets obtained in exchange for finance lease liabilities $ 8 $ 7 Page-26 The following table shows components of operating and finance lease cost. Three months ended Nine months ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Operating lease cost 1 $ 1,186 $ 1,289 $ 3,748 $ 4,221 Finance lease cost: Amortization of right-of-use assets 2 $ 37 $ 37 $ 111 $ 111 Interest on finance lease liabilities 3 1 2 4 5 Total finance lease cost $ 38 $ 39 $ 115 $ 116 Total lease cost $ 1,224 $ 1,328 $ 3,863 $ 4,337 1 Included in occupancy and equipment expense in the consolidated statements of comprehensive income. 2 Included in depreciation and amortization in the consolidated statements of comprehensive income. 3 Included in interest on borrowings and other obligations in the consolidated statements of comprehensive income. The following table shows the future minimum lease payments, weighted average remaining lease terms, and weighted average discount rates under operating and finance lease arrangements as of September 30, 2024. The discount rates used to calculate the present value of lease liabilities were based on the collateralized FHLB borrowing rates that were commensurate with lease terms and minimum payments on the lease commencement date. (in thousands) September 30, 2024 Year Operating Leases Finance Leases 2024 $ 1,212 $ 39 2025 4,532 111 2026 3,582 40 2027 3,291 7 2028 2,910 1 Thereafter 9,856 — Total minimum lease payments 25,383 198 Amounts representing interest (present value discount) ( 3,105 ) ( 5 ) Present value of net minimum lease payments (lease liability) $ 22,278 $ 193 Weighted average remaining term (in years) 7.78 1.66 Weighted average discount rate 2.81 % 2.48 % Litigation Matters Bancorp may be party to legal actions that arise from time to time in the normal course of business. Bancorp's management is not aware of any pending legal proceedings to which either it or the Bank may be a party or has recently been a party that will have a material adverse effect on the financial condition or results of operations of Bancorp or the Bank. The Bank is responsible for a proportionate share of certain litigation indemnifications provided to Visa U.S.A. ("Visa") by its member banks in connection with Visa's lawsuits related to anti-trust charges and interchange fees ("Covered Litigation"). We sold our remaining shares on July 13, 2023, however our proportionate share of the litigation indemnification liability does not change or transfer upon the sale of our Class B Visa shares to member banks or, per the terms of the sale, to the recent purchaser of our shares. Visa established an escrow account for the Covered Litigation that it periodically funds, which is expected to cover the settlement payment obligations. Litigation is ongoing and until the court approval process is complete, there is no assurance that Visa will resolve the claims as contemplated by the amended class settlement agreement, and additional lawsuits may arise from individual merchants who opted out of the class settlement. However, until the escrow account is fully depleted and the conversion rate of Class B to Class A common stock is reduced to zero, no future cash settlement payments are required by the member banks, such as us, on the Covered Litigation. Therefore, we are not required to record any contingent liabilities for the indemnification related to the Covered Litigation, as we consider the probability of losses to be remote. Page-27 In the third quarter of 2024, the Bank recorded a non-recurring accrual for a legal resolution of a Private Attorneys General Act/putative class action lawsuit of $ 615 thousand, pre-tax, involving alleged violations of wage and hour laws for all non-exempt employees covering any and all claims that were or could have been alleged in the operative complaint through the financial period of December 11, 2019 to October 12, 2024. The Bank shall pay an "all in" Gross Settlement Amount ("GSA") of $ 615 thousand to settle all of the wage and hour class and PAGA claims, and the named Plaintiff's individual claims. This amount settles all claims that were or could have been asserted based on the facts alleged in the operative complaint, and the as of yet unasserted individual claims by the named plaintiff, and includes attorneys' fees, costs including the cost of administration, and incentive payments. The only amount over and above the GSA which the Bank shall pay is its share of payroll taxes on the amount of the net settlement that is allocated as wages. There has been no finding of wrongdoing and the Bank denies all claims. The settlement agreement still requires final court approval and notice requirements; however, the Bank does not anticipate further costs related to this action. We are not aware of any other similar wage and hour claims at this time. Note 9: Derivative Financial Instruments and Hedging Activities The Bank is exposed to certain risks from both its business operations and changes in economic conditions. As part of our asset/liability and interest rate risk management strategy, we may enter into interest rate derivative contracts to modify repricing characteristics of certain of our interest-earning assets and interest-bearing liabilities. The Bank generally designates interest rate hedging agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Our credit exposure, if any, on interest rate swap asset positions is limited to the fair value (net of any collateral pledged to us) and interest payments of all swaps by each counterparty. Conversely, when an interest rate swap is in a liability position exceeding a certain threshold, we may be required to post collateral to the counterparty in an amount determined by the agreements. Collateral levels are monitored and adjusted on a regular basis for changes in interest rate swap values. On July 7, 2023, the Bank entered into various interest rate swap agreements with notional values totaling $ 101.8 million split evenly between terms of 2.5 and 3.0 years to hedge balance sheet interest rate sensitivity and protect certain of our fixed rate available-for-sale securities against changes in fair value related to changes in the benchmark interest rate. The interest rate swaps involve the receipt of floating rate interest from a counterparty in exchange for us making fixed-rate interest payments over the lives of the agreements, without the exchange of the underlying notional values. The transactions were designated as partial term fair value hedges and structured such that the changes in the fair value of the interest rate swaps are expected to be perfectly effective in offsetting the changes in the fair value of the hedged items attributable to changes in the SOFR OIS swap rate, the designated benchmark interest rate. Because the hedges met the criteria for using the shortcut method, there is no need to periodically reassess effectiveness during the term of the hedges. For fair value designated hedges, the gains or losses on the hedging instruments as well as the offsetting loss or gain on the hedged items, are recognized in current earnings as their fair values change. Subsequent to quarter end, on November 4, 2024, the Bank terminated these contracts resulting in an immaterial loss that will be amortized over the life of the hedged securities. In addition, we had three interest rate swap agreements on certain loans with our customers, which are scheduled to mature at various dates ranging from June 2031 to July 2032. In December 2023, one interest rate swap, scheduled to mature in October 2037, was terminated as the hedged loan was paid off. The loan interest rate swaps were designated as fair value hedges and allowed us to offer long-term fixed-rate loans to customers without assuming the interest rate risk of a long-term asset. Converting our fixed-rate interest payments to floating-rate interest payments, generally benchmarked to the one-month U.S. dollar SOFR index, protects us against changes in the fair value of our loans associated with fluctuating interest rates. The notional amounts of the interest rate contracts are equal to the notional amounts of the hedged loans. Page-28 Information on our derivatives follows: Asset derivatives Liability derivatives (in thousands) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Available-for-sale securities: Interest rate swaps - notional amount $ — $ — $ 101,770 $ 101,770 Interest rate swaps - fair value 1 $ — $ — $ 1,444 $ 1,359 Loans receivable: Interest rate contracts - notional amount $ 5,925 $ 6,441 $ 1,969 $ 2,157 Interest rate contracts - fair value 1 $ 181 $ 287 $ 22 $ 2 1 Refer to Note 3, Fair Value of Assets and Liabilities, for valuation methodology. The following table presents the carrying amount and associated cumulative basis adjustment related to the application of fair value hedge accounting that is included in the carrying amount of hedged assets as of September 30, 2024 and December 31, 2023. Carrying Amounts of Hedged Assets Cumulative Amounts of Fair Value Hedging Adjustments Included in the Carrying Amounts of the Hedged Assets (in thousands) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Available-for-sale securities 1 $ 106,275 $ 107,181 $ ( 1,444 ) $ ( 1,359 ) Loans receivable 2 $ 7,624 $ 8,183 $ ( 227 ) $ ( 367 ) 1 Carrying value equals the amortized cost basis of the securities underlying the hedge relationship, which is the book value net of the fair value hedge adjustment. Amortized cost excludes accrued interest totaling $ 227 thousand and $ 222 thousand as of September 30, 2024 and December 31, 2023, respectively. 2 Carrying value equals the amortized cost basis of the loans underlying the hedge relationship, which is the loan balance net of deferred loan origination fees and cost and the fair value hedge adjustment. Amortized cost excludes accrued interest, which was not material. The following table presents the pretax net gains (losses) recognized in interest income related to our fair value hedges for the years presented. Three months ended Nine months ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Interest on investment securities 1 Increase in fair value of interest rate swaps hedging available-for-sale securities $ ( 1,584 ) $ 367 $ ( 85 ) $ 367 Hedged interest earned 203 162 615 162 Decrease in carrying value included in the hedged available-for-sale securities 1,584 ( 367 ) 85 ( 367 ) Net gain (loss) recognized in interest income on investment securities $ 203 $ 162 $ 615 $ 162 Interest and fees on loans 1 Decrease (increase) in fair value of interest rate swaps hedging loans receivable $ ( 253 ) $ 223 $ ( 126 ) $ 252 Hedged interest earned 53 74 161 192 Increase (decrease) in carrying value included in the hedged loans 257 ( 211 ) 140 ( 233 ) Decrease in value of yield maintenance agreement ( 2 ) ( 2 ) ( 6 ) ( 7 ) Net gain recognized in interest income on loans $ 55 $ 84 $ 169 $ 204 1 Represents the income line item in the statement of comprehensive loss in which the effects of fair value hedges are recorded. Page-29 Our derivative transactions with the counterparty are under an International Swaps and Derivative Association (“ISDA”) master agreement that includes “right of set-off” provisions. “Right of set-off” provisions are legally enforceable rights to offset recognized amounts and there may be an intention to settle such amounts on a net basis. We do not offset such financial instruments for financial reporting purposes. Information on financial instruments that are eligible for offset in the consolidated statements of condition follows: Offsetting of Financial Assets and Derivative Assets Gross Amounts Net Amounts of Gross Amounts Not Offset in Gross Amounts Offset in the Assets Presented the Statements of Condition of Recognized Statements of in the Statements Financial Cash Collateral ( in thousands) Assets 1 Condition of Condition 1 Instruments Received Net Amount September 30, 2024 Counterparty $ 181 $ — $ 181 $ — $ — $ 181 Total $ 181 $ — $ 181 $ — $ — $ 181 December 31, 2023 Counterparty $ 287 $ — $ 287 $ — $ — $ 287 Total $ 287 $ — $ 287 $ — $ — $ 287 Offsetting of Financial Liabilities and Derivative Liabilities Gross Amounts Net Amounts of Gross Amounts Not Offset in Gross Amounts Offset in the Assets Presented the Statements of Condition of Recognized Statements of in the Statements Financial Cash Collateral (in thousands) Assets 1 Condition of Condition 1 Instruments Pledged Net Amount September 30, 2024 Counterparty 1,466 — 1,466 ( 181 ) ( 1,180 ) 105 Total $ 1,466 $ — $ 1,466 $ ( 181 ) $ ( 1,180 ) $ 105 December 31, 2023 Counterparty $ 1,361 $ — $ 1,361 $ ( 287 ) $ ( 330 ) $ 744 Total $ 1,361 $ — $ 1,361 $ ( 287 ) $ ( 330 ) $ 744 1 Amounts exclude accrued interest on swaps. For more information on how we account for our interest rate swaps, refer to Note 1 to the Consolidated Financial Statements included in our 2023 Form 10-K filed with the SEC on March 14, 2024. Page-30