PATHWARD FINANCIAL, INC. 10-Q

Item 1. Financial Statements. PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Financial Condition (Dollars in thousands, except per share data) December 31, 2023 September 30, 2023 ASSETS (Unaudited) (Audited) Cash and cash equivalents $ 671,630 $ 375,580 Securities available for sale, at fair value 1,850,581 1,804,228 Securities held to maturity, at amortized cost (fair value $ 32,180 and $ 31,425 , respectively) 35,440 36,591 Federal Reserve Bank and Federal Home Loan Bank Stock, at cost 23,694 28,210 Loans held for sale 69,518 77,779 Loans and leases 4,426,281 4,366,116 Allowance for credit losses ( 53,785 ) ( 49,705 ) Accrued interest receivable 27,080 23,282 Premises, furniture, and equipment, net 38,270 39,160 Rental equipment, net 228,916 211,750 Goodwill and intangible assets 329,241 330,225 Other assets 280,571 292,327 Total assets $ 7,927,437 $ 7,535,543 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Deposits $ 6,936,055 $ 6,589,182 Short-term borrowings — 13,000 Long-term borrowings 33,614 33,873 Accrued expenses and other liabilities 228,486 248,863 Total liabilities 7,198,155 6,884,918 STOCKHOLDERS’ EQUITY Preferred stock, 3,000,000 shares authorized, no shares issued, none outstanding at December 31, 2023 and September 30, 2023, respectively — — Common stock, $ 0.01 par value; 90,000,000 shares authorized, 26,099,348 and 26,225,563 shares issued, 25,988,230 and 26,183,583 shares outstanding at December 31, 2023 and September 30, 2023, respectively 260 262 Common stock, Nonvoting, $ 0.01 par value; 3,000,000 shares authorized, no shares issued, none outstanding at December 31, 2023 and September 30, 2023, respectively — — Additional paid-in capital 629,737 628,500 Retained earnings 293,463 278,655 Accumulated other comprehensive loss ( 188,433 ) ( 255,443 ) Treasury stock, at cost, 111,118 and 41,980 common shares at December 31, 2023 and September 30, 2023, respectively ( 5,235 ) ( 344 ) Total equity attributable to parent 729,792 651,630 Noncontrolling interest ( 510 ) ( 1,005 ) Total stockholders’ equity 729,282 650,625 Total liabilities and stockholders’ equity $ 7,927,437 $ 7,535,543 See Notes to Condensed Consolidated Financial Statements. 2 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended December 31, (Dollars in thousands, except per share data) 2023 2022 Interest and dividend income: Loans and leases, including fees $ 94,963 $ 68,396 Mortgage-backed securities 10,049 10,412 Other investments 10,886 6,252 115,898 85,060 Interest expense: Deposits 3,526 142 FHLB advances and other borrowings 2,336 861 5,862 1,003 Net interest income 110,036 84,057 Provision for credit loss 9,890 9,776 Net interest income after provision for credit loss 100,146 74,281 Noninterest income: Refund transfer product fees 422 677 Refund advance fee income 111 617 Card and deposit fees 30,750 37,718 Rental income 13,459 12,708 Gain on sale of trademarks — 10,000 Gain on sale of other 2,840 502 Other income 5,179 3,555 Total noninterest income 52,761 65,777 Noninterest expense: Compensation and benefits 46,652 43,017 Refund transfer product expense 192 105 Refund advance expense 30 27 Card processing 34,584 22,683 Occupancy and equipment expense 8,848 8,312 Operating lease equipment depreciation 10,423 9,628 Legal and consulting 4,892 9,459 Intangible amortization 984 1,258 Impairment expense — 24 Other expense 12,669 10,546 Total noninterest expense 119,274 105,059 Income before income tax expense 33,633 34,999 Income tax expense 5,719 6,577 Net income before noncontrolling interest 27,914 28,422 Net income attributable to noncontrolling interest 257 580 Net income attributable to parent $ 27,657 $ 27,842 Earnings per common share: Basic $ 1.06 $ 0.98 Diluted $ 1.06 $ 0.98 See Notes to Condensed Consolidated Financial Statements. 3 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended December 31, (Dollars in thousands) 2023 2022 Net income before noncontrolling interest $ 27,914 $ 28,422 Other comprehensive income (loss): Change in net unrealized gain on debt securities 88,535 14,708 88,535 14,708 Unrealized gain on currency translation 618 387 Deferred income tax effect 22,143 3,705 Total other comprehensive income 67,010 11,390 Total comprehensive income 94,924 39,812 Total comprehensive income attributable to noncontrolling interest 257 580 Comprehensive income attributable to parent $ 94,667 $ 39,232 See Notes to Condensed Consolidated Financial Statements. 4 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Dollars in thousands, except per share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Pathward Financial, Inc. Stockholders’ Equity Noncontrolling interest Total Stockholders’ Equity Three Months Ended December 31, 2023 Balance, September 30, 2023 $ 262 $ 628,500 $ 278,655 $ ( 255,443 ) $ ( 344 ) $ 651,630 $ ( 1,005 ) $ 650,625 Cash dividends declared on common stock ($ 0.05 per share) — — ( 1,299 ) — — ( 1,299 ) — ( 1,299 ) Issuance of common stock due to restricted stock 1 — — — — 1 — 1 Repurchases of common stock ( 3 ) 3 ( 11,027 ) — ( 4,891 ) ( 15,918 ) — ( 15,918 ) Stock compensation — 1,234 — — — 1,234 — 1,234 Total other comprehensive income — — — 67,010 — 67,010 — 67,010 Joint venture membership interest divestiture — — ( 523 ) — — ( 523 ) — ( 523 ) Net income — — 27,657 — — 27,657 257 27,914 Net distribution to noncontrolling interests — — — — — — 238 238 Balance, December 31, 2023 $ 260 $ 629,737 $ 293,463 $ ( 188,433 ) $ ( 5,235 ) $ 729,792 $ ( 510 ) $ 729,282 Three Months Ended December 31, 2022 Balance, September 30, 2022 $ 288 $ 617,403 $ 245,394 $ ( 213,080 ) $ ( 4,835 ) $ 645,170 $ ( 30 ) $ 645,140 Cash dividends declared on common stock ($ 0.05 per share) — — ( 1,402 ) — — ( 1,402 ) — ( 1,402 ) Issuance of common stock due to restricted stock 1 — — — — 1 — 1 Repurchases of common stock ( 7 ) 7 ( 24,943 ) — ( 1,989 ) ( 26,932 ) — ( 26,932 ) Stock compensation — 3,271 — — — 3,271 — 3,271 Total other comprehensive income — — — 11,390 — 11,390 — 11,390 Net income — — 27,842 — — 27,842 580 28,422 Net distribution to noncontrolling interests — — — — — — ( 757 ) ( 757 ) Balance, December 31, 2022 $ 282 $ 620,681 $ 246,891 $ ( 201,690 ) $ ( 6,824 ) $ 659,340 $ ( 207 ) $ 659,133 See Notes to Condensed Consolidated Financial Statements. 5 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended December 31, (Dollars in thousands) 2023 2022 Cash flows from operating activities: Net income before noncontrolling interest $ 27,914 $ 28,422 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 14,689 14,566 Provision for credit loss 9,890 9,776 Provision for deferred taxes 1,162 2,255 Originations of loans held for sale ( 631,905 ) ( 398,798 ) Proceeds from sales of loans held for sale 626,336 402,870 Net change in loans held for sale 13,829 ( 84 ) Net realized (gain) on trademarks — ( 10,000 ) Net realized (gain) on other ( 2,840 ) ( 502 ) Impairment on rental equipment — 24 Net change in accrued interest receivable ( 3,798 ) ( 2,191 ) Net change in other assets ( 14,344 ) 16,986 Net change in accrued expenses and other liabilities ( 19,723 ) ( 24,222 ) Stock compensation 1,234 3,271 Net cash provided by operating activities 22,444 42,373 Cash flows from investing activities: Proceeds from maturities of and principal collected on securities available for sale 41,936 49,069 Proceeds from maturities of and principal collected on securities held to maturity 1,093 1,058 Purchases of Federal Reserve Bank and Federal Home Loan Bank stock ( 91,130 ) ( 57,760 ) Redemption of Federal Reserve Bank and Federal Home Loan Bank stock 95,647 57,760 Purchases of loans and leases ( 89,390 ) ( 67,649 ) Net change in loans and leases 98,895 217,812 Purchases of premises, furniture, and equipment ( 1,885 ) ( 1,989 ) Purchases of rental equipment ( 106,160 ) ( 164,245 ) Proceeds from sales of rental equipment 3,373 1,495 Net change in rental equipment ( 79 ) ( 109 ) Proceeds from sales of foreclosed real estate and repossessed assets — 1 Proceeds from sale of trademarks — 10,000 Proceeds from sale of other assets 4,077 — Net cash (used in) provided by investing activities ( 43,623 ) 45,443 Cash flows from financing activities: Net change in deposits 346,873 ( 76,905 ) Net change in short-term borrowings ( 13,000 ) — Principal payments on other liabilities ( 284 ) ( 573 ) Payment of debt issuance costs — ( 504 ) Dividends paid on common stock ( 1,299 ) ( 1,402 ) Issuance of common stock due to restricted stock 1 1 Repurchases of common stock ( 15,918 ) ( 26,932 ) Distributions to noncontrolling interest 238 ( 757 ) Net cash provided by (used in) financing activities 316,611 ( 107,072 ) Effect of exchange rate changes on cash 618 387 Net change in cash and cash equivalents 296,050 ( 18,869 ) Cash and cash equivalents at beginning of fiscal year 375,580 388,038 Cash and cash equivalents at end of fiscal period $ 671,630 $ 369,169 6 Table of Contents Three Months Ended December 31, (Dollars in thousands) 2023 2022 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 4,168 $ 478 Income taxes 641 492 Franchise and other taxes 66 66 Supplemental schedule of non-cash investing activities: Transfers Loans and leases to rental equipment 1,430 1,405 Rental equipment to loan and leases 76,941 128,145 Recognition of operating lease ROU assets, net of measurements 654 — Joint venture membership interest divestiture 523 — See Notes to Condensed Consolidated Financial Statements. 7 Table of Contents NOTE 1. BASIS OF PRESENTATION The interim unaudited Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, 2023 included in Pathward Financial, Inc.’s ("Pathward Financial" or the “Company") Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November 21, 2023. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted. The financial information of the Company included herein has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the three months ended December 31, 2023 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2024. Certain prior fiscal year amounts have been reclassified to conform to the current year financial statement presentation. These reclassifications did not impact previously reported net income, comprehensive income or the statement of financial condition. Additionally, certain prior fiscal year amounts within Note 4. Loans and Leases, Net have been revised. Prior fiscal year tables that were revised include the amortized cost basis of loans and leases by asset classification and year of origination, nonaccrual loans and leases by year of origination, and loans and leases that are 90 days or more delinquent and accruing by year of origination. The revisions were related to the year of origination and did not impact total loan balances, total asset classification balances, total nonaccrual balances, or total past due loan balances. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING STANDARDS UPDATES ("ASU") Significant accounting policies in effect and disclosed within the Company’s most recent audited consolidated financial statements as of September 30, 2023 remain substantially unchanged. The following ASU became effective for the Company on October 1, 2023, and did not have a material impact on the Company’s significant accounting policies or Condensed Consolidated Financial Statements: ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this ASU eliminate accounting guidance for troubled-debt restructurings ("TDRs") by creditors in Subtopic ASC 310-40, Receivables – Troubled Debt Restructurings by Creditors, and enhance disclosure requirements for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty. The ASU also requires current-period gross charge-offs by year of origination to be disclosed for loans and leases within scope of Topic 326. 8 Table of Contents NOTE 3. SECURITIES The amortized cost, gross unrealized gains and losses and estimated fair values of available for sale ("AFS") and held to maturity ("HTM") debt securities are presented below. (Dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value Debt Securities AFS At December 31, 2023 Corporate securities $ 25,000 $ — $ ( 6,625 ) $ 18,375 SBA securities 94,458 — ( 6,726 ) 87,732 Obligations of states and political subdivisions 2,351 — ( 47 ) 2,304 Non-bank qualified obligations of states and political subdivisions 262,999 25 ( 34,136 ) 228,888 Asset-backed securities 244,965 96 ( 7,357 ) 237,704 Mortgage-backed securities 1,471,376 27 ( 195,825 ) 1,275,578 Total debt securities AFS $ 2,101,149 $ 148 $ ( 250,716 ) $ 1,850,581 At September 30, 2023 Corporate securities $ 25,000 $ — $ ( 6,750 ) $ 18,250 SBA securities 95,549 — ( 10,307 ) 85,242 Obligations of states and political subdivisions 2,368 — ( 79 ) 2,289 Non-bank qualified obligations of states and political subdivisions 269,396 — ( 42,673 ) 226,723 Asset-backed securities 255,384 234 ( 9,419 ) 246,199 Mortgage-backed securities 1,495,636 — ( 270,111 ) 1,225,525 Total debt securities AFS $ 2,143,333 $ 234 $ ( 339,339 ) $ 1,804,228 Debt Securities HTM At December 31, 2023 Non-bank qualified obligations of states and political subdivisions $ 33,337 $ — $ ( 3,050 ) $ 30,287 Mortgage-backed securities 2,103 — ( 210 ) 1,893 Total debt securities HTM $ 35,440 $ — $ ( 3,260 ) $ 32,180 At September 30, 2023 Non-bank qualified obligations of states and political subdivisions $ 34,415 $ — $ ( 4,844 ) $ 29,571 Mortgage-backed securities 2,176 — ( 322 ) 1,854 Total debt securities HTM $ 36,591 $ — $ ( 5,166 ) $ 31,425 9 Table of Contents Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, were as follows: LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL (Dollars in thousands) Fair Value Gross Unrealized (Losses) Fair Value Gross Unrealized (Losses) Fair Value Gross Unrealized (Losses) Debt Securities AFS At December 31, 2023 Corporate securities $ — $ — $ 18,375 $ ( 6,625 ) $ 18,375 $ ( 6,625 ) SBA securities 23,502 ( 742 ) 64,229 ( 5,984 ) 87,731 ( 6,726 ) Obligations of state and political subdivisions — — 2,304 ( 47 ) 2,304 ( 47 ) Non-bank qualified obligations of states and political subdivisions 1,616 ( 18 ) 225,198 ( 34,118 ) 226,814 ( 34,136 ) Asset-backed securities 86,695 ( 257 ) 112,043 ( 7,100 ) 198,738 ( 7,357 ) Mortgage-backed securities 17,688 ( 245 ) 1,256,811 ( 195,580 ) 1,274,499 ( 195,825 ) Total debt securities AFS $ 129,501 $ ( 1,262 ) $ 1,678,960 $ ( 249,454 ) $ 1,808,461 $ ( 250,716 ) At September 30, 2023 Corporate securities $ — $ — $ 18,250 $ ( 6,750 ) $ 18,250 $ ( 6,750 ) SBA securities 22,327 ( 1,919 ) 62,915 ( 8,388 ) 85,242 ( 10,307 ) Obligations of state and political subdivisions — — 2,289 ( 79 ) 2,289 ( 79 ) Non-bank qualified obligations of states and political subdivisions 5,010 ( 83 ) 221,714 ( 42,590 ) 226,723 ( 42,673 ) Asset-backed securities 46,528 ( 224 ) 115,608 ( 9,195 ) 162,136 ( 9,419 ) Mortgage-backed securities 18,311 ( 944 ) 1,207,214 ( 269,167 ) 1,225,525 ( 270,111 ) Total debt securities AFS $ 92,176 $ ( 3,170 ) $ 1,627,990 $ ( 336,169 ) $ 1,720,165 $ ( 339,339 ) Debt Securities HTM At December 31, 2023 Non-bank qualified obligations of states and political subdivisions $ — $ — $ 30,287 $ ( 3,050 ) $ 30,287 $ ( 3,050 ) Mortgage-backed securities — — 1,893 ( 210 ) 1,893 ( 210 ) Total debt securities HTM $ — $ — $ 32,180 $ ( 3,260 ) $ 32,180 $ ( 3,260 ) At September 30, 2023 Non-bank qualified obligations of states and political subdivisions $ — $ — $ 29,571 $ ( 4,844 ) $ 29,571 $ ( 4,844 ) Mortgage-backed securities — — 1,854 ( 322 ) 1,854 ( 322 ) Total debt securities HTM $ — $ — $ 31,425 $ ( 5166 ) $ 31,425 $ ( 5,166 ) The increase in the fair value of investment securities balances when comparing December 31, 2023 to September 30, 2023 was primarily driven by decreases in unrealized losses due to steady interest rates during the three months. At December 31, 2023, there were 199 securities AFS in an unrealized loss position. All of the mortgage-backed securities ("MBS") in an unrealized loss position at December 31, 2023 were government guaranteed. Management assessed each investment security with unrealized losses for credit loss and determined all unrealized losses on these securities were due to adverse market conditions and/or change in interest rates versus credit loss. As part of that assessment, management evaluated and concluded that it is more-likely-than-not that the Company will not be required and does not intend to sell any of the securities prior to recovery of the amortized cost. At December 31, 2023, there was no allowance for credit losses ("ACL") for debt securities AFS. 10 Table of Contents The amortized cost and fair value of debt securities by contractual maturity are shown below. Certain securities have call features that allow the issuer to call the security prior to maturity. Expected maturities may differ from contractual maturities in MBS because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, MBS are not included in the maturity categories in the following maturity summary. The expected maturities of certain SBA securities may differ from contractual maturities because the borrowers may have the right to prepay the obligation. However, certain prepayment penalties may apply. (Dollars in thousands) At December 31, 2023 At September 30, 2023 Debt Securities AFS Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 3,597 $ 3,579 $ 5,023 $ 4,971 Due after one year through five years 11,172 10,523 11,175 10,292 Due after five years through ten years 79,137 68,613 79,139 66,428 Due after ten years 535,867 492,288 552,360 497,012 629,773 575,003 647,697 578,703 Mortgage-backed securities 1,471,376 1,275,578 1,495,636 1,225,525 Total debt securities AFS $ 2,101,149 $ 1,850,581 $ 2,143,333 $ 1,804,228 Debt Securities HTM Due after ten years $ 33,337 $ 30,287 $ 34,415 $ 29,571 33,337 30,287 34,415 29,571 Mortgage-backed securities 2,103 1,893 2,176 1,854 Total debt securities HTM $ 35,440 $ 32,180 $ 36,591 $ 31,425 Federal Reserve Bank ("FRB") Stock. The Bank is required by federal law to subscribe to capital stock (divided into shares of $100 each) as a member of the FRB of Minneapolis with an amount equal to six per centum of the paid-up capital stock and surplus. One-half of the subscription is paid at time of application, and one-half is subject to call of the Board of Governors of the Federal Reserve System. FRB of Minneapolis stock held by the Bank totaled $ 19.7 million at December 31, 2023 and September 30, 2023. These equity securities are 'restricted' in that they can only be owned by member banks. Federal Home Loan Bank ("FHLB") Stock. The Company's borrowings from the FHLB are secured by specific investment securities. Such advances can be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. The investments in the FHLB stock are required investments related to the Company's membership in and current borrowings from the FHLB of Des Moines. The investments in the FHLB of Des Moines could be adversely impacted by the financial operations of the FHLB and actions of their regulator, the Federal Housing Finance Agency. The FHLB stock is carried at cost since it is generally redeemable at par value. The carrying value of the stock held at the FHLB was $ 4.0 million and $ 8.5 million at December 31, 2023 and at September 30, 2023, respectively. These equity securities are ‘restricted’ in that they can only be sold back to the respective institution from which they were acquired or another member institution at par. Therefore, FRB and FHLB stocks are less liquid than other marketable equity securities, and the cost approximates fair value. Equity Securities. The Company held $ 4.2 million and $ 3.4 million in marketable equity securities within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2023 and September 30, 2023, respectively. The Company recognized $ 0.1 million and zero in unrealized gains on marketable equity securities during the three months ended December 31, 2023 and 2022, respectively. No such securities were sold during the three months ended December 31, 2023. 11 Table of Contents Non-marketable equity securities with a readily determinable fair value totaled $ 9.7 million and $ 8.4 million at December 31, 2023 and September 30, 2023, respectively. The Company recognized $ 0.3 million and $ 0.1 million in unrealized gains during the three months ended December 31, 2023 and 2022, respectively. No such securities were sold during the three months ended December 31, 2023. Non-marketable equity securities without readily determinable fair value totaled $ 14.9 million and $ 16.2 million at December 31, 2023 and September 30, 2023, respectively. There was one such security sold during the three months ended December 31, 2023 for a $ 2.5 million gain. Equity Securities Impairment. The Company evaluates impairment for investments held at cost on at least an annual basis based on the ultimate recoverability of the par value. All other equity investments, including those under the equity method, are reviewed for other-than-temporary impairment on at least a quarterly basis. The Company recognized no impairment for such investments for the three months ended December 31, 2023 and 2022, respectively. NOTE 4. LOANS AND LEASES, NET Loans and leases consist of the following: (Dollars in thousands) December 31, 2023 September 30, 2023 Term lending $ 1,452,274 $ 1,308,133 Asset-based lending 379,681 382,371 Factoring 335,953 358,344 Lease financing 188,889 183,392 Insurance premium finance 671,035 800,077 SBA/USDA 546,048 524,750 Other commercial finance 160,628 166,091 Commercial finance 3,734,508 3,723,158 Consumer finance 301,510 254,416 Tax services 33,435 5,192 Warehouse finance 349,911 376,915 Total loans and leases 4,419,364 4,359,681 Net deferred loan origination costs 6,917 6,435 Total gross loans and leases 4,426,281 4,366,116 Allowance for credit losses ( 53,785 ) ( 49,705 ) Total loans and leases, net $ 4,372,496 $ 4,316,411 During the three months ended December 31, 2023 and 2022, the Company originated $ 631.9 million and $ 398.8 million of commercial finance and consumer finance as held for sale, respectively. The Company sold held for sale loans resulting in proceeds of $ 626.3 million and a nominal gain on sale during the three months ended December 31, 2023. The Company sold held for sale loans resulting in proceeds of $ 402.9 million and gain on sale of $ 0.1 million during the three months ended December 31, 2022. 12 Table of Contents Loans purchased and sold by portfolio segment, including participation interests, were as follows: Three Months Ended December 31, (Dollars in thousands) 2023 2022 Loans Purchased Loans held for investment: Warehouse finance $ 89,390 $ 67,649 Total purchases $ 89,390 $ 67,649 Loans Sold Loans held for sale: Commercial finance $ 3,872 $ 855 Consumer finance 622,464 402,015 Total sales $ 626,336 $ 402,870 Leasing Portfolio. The net investment in direct financing and sales-type leases was comprised of the following: (Dollars in thousands) December 31, 2023 September 30, 2023 Minimum lease payments receivable $ 197,829 $ 191,807 Unguaranteed residual assets 14,388 12,709 Unamortized initial direct costs 114 141 Unearned income ( 23,181 ) ( 21,124 ) Total net investment in direct financing and sales-type leases $ 189,150 $ 183,533 The components of total lease income were as follows: Three Months Ended December 31, (Dollars in thousands) 2023 2022 Interest income - loans and leases Interest income on net investments in direct financing and sales-type leases $ 3,108 $ 3,143 Leasing and equipment finance noninterest income Lease income from operating lease payments 13,255 12,554 Other (1) 724 702 Total leasing and equipment finance noninterest income 13,979 13,256 Total lease income $ 17,087 $ 16,399 (1) Other leasing and equipment finance noninterest income consists of gains (losses) on sales of leased equipment, fees and service charges on leases and gains (losses) on sales of leases. 13 Table of Contents Undiscounted future minimum lease payments receivable for direct financing and sales-type leases, and a reconciliation to the carrying amount recorded at December 31, 2023 were as follows: (Dollars in thousands) Remaining in 2024 $ 60,302 2025 54,431 2026 33,348 2027 20,287 2028 15,912 Thereafter 13,549 Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases 197,829 Third-party residual value guarantees — Total carrying amount of direct financing and sales-type leases $ 197,829 The Company did not record any contingent rental income from direct financing and sales-type leases in the three months ended December 31, 2023. A number of factors affected the economic environment in 2023 including geopolitical conflict, supply chain disruptions, inflation, rising interest rates, and bank failures brought on by, among other things, rising interest rates, deposit outflows and liquidity crises. While the ultimate impact of these factors on the Company's loan and lease portfolio remains difficult to predict, management continues to evaluate the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses and the impact to our customers and businesses as a result of these factors impacting the economy and will refine its estimate as developments occur and more information becomes available. Activity in the allowance for credit losses and balances of loans and leases by portfolio segment was as follows: Three Months Ended December 31, 2023 (Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance Allowance for credit losses: Term lending $ 25,686 $ 5,822 $ ( 5,121 ) $ 626 $ 27,013 Asset-based lending 2,738 ( 1,510 ) — 142 1,370 Factoring 6,566 751 ( 23 ) 139 7,433 Lease financing 3,302 766 ( 153 ) 93 4,008 Insurance premium finance 2,637 ( 239 ) ( 365 ) 90 2,123 SBA/USDA 2,962 327 — — 3,289 Other commercial finance 3,089 223 — — 3,312 Commercial finance 46,980 6,140 ( 5,662 ) 1,090 48,548 Consumer finance 2,346 2,097 ( 63 ) — 4,380 Tax services 2 1,356 ( 1,145 ) 294 507 Warehouse finance 377 ( 27 ) — — 350 Total loans and leases 49,705 9,566 ( 6,870 ) 1,384 53,785 Unfunded commitments (1) 272 324 — — 596 Total $ 49,977 $ 9,890 $ ( 6,870 ) $ 1,384 $ 54,381 (1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition. 14 Table of Contents Three Months Ended December 31, 2022 (Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance Allowance for credit losses: Term lending $ 24,621 $ 3,671 $ ( 1,817 ) $ 277 $ 26,752 Asset-based lending 1,050 2,853 — — 3,903 Factoring 6,556 ( 764 ) ( 121 ) 3 5,674 Lease financing 5,902 ( 438 ) ( 406 ) 180 5,238 Insurance premium finance 1,450 ( 47 ) ( 185 ) 43 1,261 SBA/USDA 3,263 ( 651 ) — 20 2,632 Other commercial finance 1,310 2,046 — — 3,356 Commercial finance 44,152 6,670 ( 2,529 ) 523 48,816 Consumer finance 1,463 1,603 ( 179 ) — 2,887 Tax services 5 1,637 ( 1,731 ) 698 609 Warehouse finance 327 ( 47 ) — — 280 Total loans and leases 45,947 9,863 ( 4,439 ) 1,221 52,592 Unfunded commitments (1) 366 ( 87 ) — — 279 Total $ 46,313 $ 9,776 $ ( 4,439 ) $ 1,221 $ 52,871 (1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition. Information on loans and leases that are deemed to be collateral dependent and are evaluated individually for the ACL was as follows: (Dollars in thousands) At December 31, 2023 At September 30, 2023 Term lending $ 4,160 $ 3,516 Asset-based lending 7,731 19,226 Factoring 3,562 1,133 Lease financing 593 630 SBA/USDA 2,591 750 Commercial finance (1) 18,637 25,255 Total $ 18,637 $ 25,255 (1) For Commercial Finance, collateral dependent financial assets have collateral in the form of cash, equipment, or other business assets. Management has identified certain structured finance credits for alternative energy projects in which a substantial cash collateral account has been established to mitigate credit risk. Due to the nature of the transactions and significant cash collateral positions, these credits are evaluated individually. The balance of these pass rated cash collateral loans totaled $ 114.3 million and $ 117.0 million at December 31, 2023 and at September 30, 2023, respectively. Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by the Bank's primary regulator, the OCC, to be of lesser quality as “substandard,” “doubtful” or “loss.” The loan classification and risk rating definitions are as follows: Pass - A pass asset is of sufficient quality in terms of repayment, collateral and management to preclude a special mention or an adverse rating. Watch - A watch asset is generally a credit performing well under current terms and conditions but with identifiable weakness meriting additional scrutiny and corrective measures. Watch is not a regulatory classification but can be used to designate assets that are exhibiting one or more weaknesses that deserve management’s attention. These assets are of better quality than special mention assets. 15 Table of Contents Special Mention - A special mention asset is a credit with potential weaknesses deserving management’s close attention and, if left uncorrected, may result in deterioration of the repayment prospects for the asset. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention is a temporary status with aggressive credit management required to garner adequate progress and move to watch or higher. The adverse classifications are as follows: Substandard - A substandard asset is inadequately protected by the net worth and/or repayment ability or by a weak collateral position. Assets so classified will have well-defined weaknesses creating a distinct possibility the Bank will sustain some loss if the weaknesses are not corrected. Loss potential does not have to exist for an asset to be classified as substandard. Doubtful - A doubtful asset has weaknesses similar to those classified substandard, with the degree of weakness causing the likely loss of some principal in any reasonable collection effort. Due to pending factors, the asset’s classification as loss is not yet appropriate. Loss - A loss asset is considered uncollectible and of such little value that the asset’s continuance on the Bank’s balance sheet is no longer warranted. This classification does not necessarily mean an asset has no recovery or salvage value leaving room for future collection efforts. Loans and leases, or portions thereof, are generally charged off when collection of principal becomes doubtful. Typically, this is associated with a delay or shortfall in payments of 210 days or more for insurance premium finance, 120 days or more for consumer credit products and leases, and 90 days or more for commercial finance loans. Action is taken to charge off electronic return originator ("ERO") loans if such loans have not been collected by the end of June and refund advance loans if such loans have not been collected by the end of the calendar year. The Company individually evaluates loans and leases that do not share similar risk characteristics with other financial assets, which generally means loans and leases identified as modifications or loans and leases on nonaccrual status. The Company recognizes that concentrations of credit may naturally occur and may take the form of a large volume of related loans and leases to an individual, a specific industry, or a geographic location. Credit concentration is a direct, indirect, or contingent obligation that has a common bond where the aggregate exposure equals or exceeds a certain percentage of the Company’s Tier 1 Capital plus the allowable Allowance for Credit Losses. The Company has various portfolios of consumer finance and tax services loans that present unique risks that are statistically managed. Due to the unique risks associated with these portfolios, the Company monitors other credit quality indicators in its evaluation of the appropriateness of the ACL on these portfolios, and as such, these loans are not included in the asset classification table below. The outstanding balances of consumer finance loans and tax services loans were $ 301.5 million and $ 33.4 million at December 31, 2023, respectively, and $ 254.4 million and $ 5.2 million at September 30, 2023, respectively. The amortized cost basis of loans and leases by asset classification and year of origination was as follows: Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At December 31, 2023 2024 2023 2022 2021 2020 Prior Term lending Pass $ 234,250 $ 496,789 $ 138,710 $ 110,564 $ 59,710 $ 55,391 $ — $ 1,095,414 Watch 61,518 32,021 43,154 23,282 13,908 2,416 — 176,299 Special mention 922 24,558 13,232 26,952 572 283 — 66,519 Substandard 9,393 25,451 27,768 13,345 23,610 4,953 — 104,520 Doubtful 715 1,202 4,300 976 879 1,450 — 9,522 Total 306,798 580,021 227,164 175,119 98,679 64,493 — 1,452,274 Current period charge-offs — 118 2,524 1,673 618 188 — 5,121 Asset-based lending Pass — — — — — — 187,835 187,835 Watch — — — — — — 159,962 159,962 Special mention — — — — — — 22,378 22,378 16 Table of Contents Substandard — — — — — — 9,506 9,506 Total — — — — — — 379,681 379,681 Current period charge-offs — — — — — — — — Factoring Pass — — — — — — 253,129 253,129 Watch — — — — — — 63,492 63,492 Special mention — — — — — — 5,528 5,528 Substandard — — — — — — 13,804 13,804 Total — — — — — — 335,953 335,953 Current period charge-offs — — — — — — 23 23 Lease financing Pass 26,190 62,933 13,847 13,464 22,422 2,564 — 141,420 Watch 1,266 458 9,747 10,573 3,769 1,635 — 27,448 Special mention — 2 — 175 360 265 — 802 Substandard — 6,126 2,005 5,642 2,884 2,272 — 18,929 Doubtful — — — 64 — 226 — 290 Total 27,456 69,519 25,599 29,918 29,435 6,962 — 188,889 Current period charge-offs — — 44 42 67 — — 153 Insurance premium finance Pass 238,408 430,949 352 — — — — 669,709 Watch — 251 — — — — — 251 Special mention — 420 — — — — — 420 Substandard — 317 4 — — — — 321 Doubtful — 326 8 — — — — 334 Total 238,408 432,263 364 — — — — 671,035 Current period charge-offs — 202 163 — — — — 365 SBA/USDA Pass 27,424 154,580 147,067 24,847 35,508 26,629 — 416,055 Watch — 53,475 48,374 650 61 3,309 — 105,869 Special mention — — — 525 — — — 525 Substandard — 252 2,339 1,706 5,377 13,925 — 23,599 Total 27,424 208,307 197,780 27,728 40,946 43,863 — 546,048 Current period charge-offs — — — — — — — — Other commercial finance Pass — 2,300 18,958 32,615 1,105 76,911 — 131,889 Watch — 1,736 — — — — — 1,736 Substandard — 2,717 58 24,228 — — — 27,003 Total — 6,753 19,016 56,843 1,105 76,911 — 160,628 Current period charge-offs — — — — — — — — Warehouse finance Pass — — — — — — 349,911 349,911 Total — — — — — — 349,911 349,911 Current period charge-offs — — — — — — — — Total loans and leases Pass 526,272 1,147,551 318,934 181,490 118,745 161,495 790,875 3,245,362 Watch 62,784 87,941 101,275 34,505 17,738 7,360 223,454 535,057 Special mention 922 24,980 13,232 27,652 932 548 27,906 96,172 Substandard 9,393 34,863 32,174 44,921 31,871 21,150 23,310 197,682 Doubtful 715 1,528 4,308 1,040 879 1,676 — 10,146 Total $ 600,086 $ 1,296,863 $ 469,923 $ 289,608 $ 170,165 $ 192,229 $ 1,065,545 $ 4,084,419 Current period charge-offs $ — $ 320 $ 2,731 $ 1,715 $ 685 $ 188 $ 23 $ 5,662 17 Table of Contents Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At September 30, 2023 2023 2022 2021 2020 2019 Prior Term lending Pass $ 539,448 $ 149,190 $ 99,677 $ 73,132 $ 14,368 $ 85,812 $ — $ 961,627 Watch 53,481 51,036 58,041 12,230 4,483 727 — 179,998 Special mention 26,539 13,853 20,463 723 2,932 75 — 64,585 Substandard 20,437 30,451 14,729 24,613 3,872 764 — 94,866 Doubtful 200 2,655 1,691 1,121 165 1,225 — 7,057 Total 640,105 247,185 194,601 111,819 25,820 88,603 — 1,308,133 Asset-based lending Pass — — — — — — 161,744 161,744 Watch — — — — — — 174,243 174,243 Special mention — — — — — — 26,382 26,382 Substandard — — — — — — 19,501 19,501 Doubtful — — — — — — 501 501 Total — — — — — — 382,371 382,371 Factoring Pass — — — — — — 270,754 270,754 Watch — — — — — — 70,833 70,833 Special mention — — — — — — 8,892 8,892 Substandard — — — — — — 7,865 7,865 Total — — — — — — 358,344 358,344 Lease financing Pass 57,123 15,941 15,167 27,489 4,036 1,281 — 121,037 Watch 793 10,436 12,566 4,494 1,579 55 — 29,923 Special mention — — 847 415 195 — — 1,457 Substandard 14,890 1,983 7,082 3,660 3,062 33 — 30,710 Doubtful — — 71 61 — 133 — 265 Total 72,806 28,360 35,733 36,119 8,872 1,502 — 183,392 Insurance premium finance Pass 797,267 1,210 — — — — — 798,477 Watch 858 34 — — — — — 892 Special mention 250 15 — — — — — 265 Substandard 91 20 — — — — — 111 Doubtful 180 152 — — — — — 332 Total 798,646 1,431 — — — — — 800,077 SBA/USDA Pass 158,675 148,525 26,244 36,274 8,798 18,252 — 396,768 Watch 49,010 48,833 658 51 357 2,572 — 101,481 Special mention — — 530 — — — — 530 Substandard 252 2,356 1,718 5,418 8,509 7,718 — 25,971 Total 207,937 199,714 29,150 41,743 17,664 28,542 — 524,750 Other commercial finance Pass 2,330 18,927 32,737 1,137 10,122 69,927 — 135,180 Watch 1,742 — — — — — — 1,742 Substandard 2,753 450 25,708 — — 258 — 29,169 Total 6,825 19,377 58,445 1,137 10,122 70,185 — 166,091 Warehouse finance Pass — — — — — — 376,915 376,915 Total — — — — — — 376,915 376,915 Total loans and leases Pass 1,554,843 333,793 173,825 138,032 37,324 175,272 809,413 3,222,502 18 Table of Contents Watch 105,884 110,339 71,265 16,775 6,419 3,354 245,076 559,112 Special mention 26,789 13,868 21,840 1,138 3,127 75 35,274 102,111 Substandard 38,423 35,260 49,237 33,691 15,443 8,773 27,366 208,193 Doubtful 380 2,807 1,762 1,182 165 1,358 501 8,155 Total $ 1,726,319 $ 496,067 $ 317,929 $ 190,818 $ 62,478 $ 188,832 $ 1,117,630 $ 4,100,073 Past due loans and leases were as follows: At December 31, 2023 Accruing and Nonaccruing Loans and Leases Nonperforming Loans and Leases (Dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due > 89 Days Past Due Total Past Due Current Total Loans and Leases Receivable > 89 Days Past Due and Accruing Nonaccrual Balance Total Loans held for sale $ 1,173 $ 786 $ 661 $ 2,620 $ 66,898 $ 69,518 $ 661 $ — $ 661 Term lending 28,694 6,156 14,385 49,235 1,403,039 1,452,274 4,006 17,978 21,984 Asset-based lending — — 123 123 379,558 379,681 — 4,593 4,593 Factoring — — — — 335,953 335,953 — 1,173 1,173 Lease financing 1,944 1,107 2,161 5,212 183,677 188,889 1,488 1,645 3,133 Insurance premium finance 2,666 999 1,924 5,589 665,446 671,035 1,924 — 1,924 SBA/USDA 102 79 2,146 2,327 543,721 546,048 444 2,710 3,154 Other commercial finance — — — — 160,628 160,628 — — — Commercial finance 33,406 8,341 20,739 62,486 3,672,022 3,734,508 7,862 28,099 35,961 Consumer finance 4,258 3,345 2,859 10,462 291,048 301,510 2,859 — 2,859 Tax services — — — — 33,435 33,435 — — — Warehouse finance — — — — 349,911 349,911 — — — Total loans and leases held for investment 37,664 11,686 23,598 72,948 4,346,416 4,419,364 10,721 28,099 38,820 Total loans and leases $ 38,837 $ 12,472 $ 24,259 $ 75,568 $ 4,413,314 $ 4,488,882 $ 11,382 $ 28,099 $ 39,481 At September 30, 2023 Accruing and Nonaccruing Loans and Leases Nonperforming Loans and Leases (Dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due > 89 Days Past Due Total Past Due Current Total Loans and Leases Receivable > 89 Days Past Due and Accruing Nonaccrual Balance Total Loans held for sale $ 626 $ 549 $ 306 $ 1,481 $ 76,298 $ 77,779 $ 306 $ — $ 306 Term lending 13,898 7,723 11,136 32,757 1,275,376 1,308,133 3,737 15,324 19,061 Asset-based lending — — 123 123 382,248 382,371 — 18,082 18,082 Factoring — — — — 358,344 358,344 — 1,298 1,298 Lease financing 6,865 158 4,828 11,851 171,541 183,392 4,242 1,666 5,908 Insurance premium finance 2,159 1,262 2,339 5,760 794,317 800,077 2,339 — 2,339 SBA/USDA 512 — 1,835 2,347 522,403 524,750 833 1,002 1,835 Other commercial finance — — 91 91 166,000 166,091 91 — 91 Commercial finance 23,434 9,143 20,352 52,929 3,670,229 3,723,158 11,242 37,372 48,614 Consumer finance 2,992 2,425 2,210 7,627 246,789 254,416 2,210 — 2,210 Tax services — — 5,082 5,082 110 5,192 5,082 — 5,082 Warehouse finance — — — — 376,915 376,915 — — — Total loans and leases held for investment 26,426 11,568 27,644 65,638 4,294,043 4,359,681 18,534 37,372 55,906 Total loans and leases $ 27,052 $ 12,117 $ 27,950 $ 67,119 $ 4,370,341 $ 4,437,460 $ 18,840 $ 37,372 $ 56,212 19 Table of Contents Nonaccrual loans and leases by year of origination were as follows: Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total Nonaccrual with No ACL At December 31, 2023 2024 2023 2022 2021 2020 Prior Term lending $ 1,264 $ 2,002 $ 7,666 $ 2,082 $ 1,925 $ 3,039 $ — $ 17,978 $ — Asset-based lending — — — — — — 4,593 4,593 4,469 Factoring — — — — — — 1,173 1,173 — Lease financing — — — 439 781 425 — 1,645 593 SBA/USDA — 1,008 — — 1,301 401 — 2,710 750 Commercial finance 1,264 3,010 7,666 2,521 4,007 3,865 5,766 28,099 5,812 Total nonaccrual loans and leases $ 1,264 $ 3,010 $ 7,666 $ 2,521 $ 4,007 $ 3,865 $ 5,766 $ 28,099 $ 5,812 Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total Nonaccrual with No ACL At September 30, 2023 2023 2022 2021 2020 2019 Prior Term lending $ 865 $ 4,942 $ 2,933 $ 2,165 $ 3,134 $ 1,285 $ — $ 15,324 $ — Asset-based lending — — — — — — 18,082 18,082 — Factoring — — — — — — 1,298 1,298 — Lease financing — — 446 660 — 560 — 1,666 1 SBA/USDA — 750 — — — 252 — 1,002 — Commercial finance 865 5,692 3,379 2,825 3,134 2,097 19,380 37,372 1 Total nonaccrual loans and leases $ 865 $ 5,692 $ 3,379 $ 2,825 $ 3,134 $ 2,097 $ 19,380 $ 37,372 $ 1 Loans and leases that are 90 days or more delinquent and accruing by year of origination were as follows: Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At December 31, 2023 2024 2023 2022 2021 2020 Prior Loans held for sale $ — $ 661 $ — $ — $ — $ — $ — $ 661 Term lending — 1,139 2,290 186 383 8 — 4,006 Lease financing — — 498 895 95 — — 1,488 Insurance premium finance — — 910 5 — 1,009 — 1,924 SBA/USDA — — — — 191 253 — 444 Commercial finance — 1,139 3,698 1,086 669 1,270 — 7,862 Consumer finance — 1,898 706 235 — — 20 2,859 Total loans and leases held for investment — 3,037 4,404 1,321 669 1,270 20 10,721 Total 90 days or more delinquent and accruing $ — $ 3,698 $ 4,404 $ 1,321 $ 669 $ 1,270 $ 20 $ 11,382 20 Table of Contents Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At September 30, 2023 2023 2022 2021 2020 2019 Prior Loans held for sale $ 306 $ — $ — $ — $ — $ — $ — $ 306 Term lending 1,604 1,371 500 233 29 — — 3,737 Lease financing 151 490 979 784 1,794 44 — 4,242 Insurance premium finance — 414 114 — 334 1,477 — 2,339 SBA/USDA — — — 833 — — — 833 Other commercial finance — — — — — 91 — 91 Commercial finance 1,755 2,275 1,593 1,850 2,157 1,612 — 11,242 Consumer finance 891 1,045 246 — — — 28 2,210 Tax services 5,082 — — — — — — 5,082 Total loans and leases held for investment 7,728 3,320 1,839 1,850 2,157 1,612 28 18,534 Total 90 days or more delinquent and accruing $ 8,034 $ 3,320 $ 1,839 $ 1,850 $ 2,157 $ 1,612 $ 28 $ 18,840 Certain loans and leases 90 days or more past due as to interest or principal continue to accrue because they are (1) well-secured and in the process of collection or (2) consumer loans exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due. The following table provides the average recorded investment in nonaccrual loans and leases: Three Months Ended December 31, (Dollars in thousands) 2023 2022 Term lending $ 17,419 $ 8,796 Asset-based lending 9,711 4,272 Factoring 1,180 708 Lease financing 1,623 3,623 SBA/USDA 1,488 1,420 Commercial finance 31,421 18,819 Total loans and leases $ 31,421 $ 18,819 The recognized interest income on the Company's nonaccrual loans and leases for the three months ended December 31, 2023 and 2022 was not significant. Effective October 1, 2023, the Company adopted ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures on a prospective basis. Financial information at and for the quarter ended December 31, 2023 is reflected as such. The historical information disclosed is in accordance with Subtopic ASC 310-40, Receivables – Troubled Debt Restructurings by Creditors . Modifications made to borrowers experiencing financial difficulty during the three months ended December 31, 2023 were insignificant. No loans were modified in a TDR during the three months ended December 31, 2022. The Company had $ 0.1 million of commercial finance loans that were modified within the previous 12 months experience a payment default during the three months ended December 31, 2022. TDR net charge-offs and the impact of TDRs on the Company's allowance for credit losses were insignificant during the three months ended December 31, 2022. 21 Table of Contents NOTE 5. EARNINGS PER COMMON SHARE ("EPS") The Company has granted restricted share awards with dividend rights that are considered to be participating securities. Accordingly, a portion of the Company’s earnings is allocated to those participating securities in the earnings per share calculation under the two-class method. Basic EPS is computed using the two-class method by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated using the more dilutive of the two-class method or the treasury stock method. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, and is computed after giving consideration to the weighted average dilutive effect upon vesting of restricted stock grants and after the allocation of earnings to the participating securities. Antidilutive securities are disregarded in earnings per share calculations. Diluted EPS shown below reflects the two-class method, as diluted EPS under the two-class method was more dilutive than under the treasury stock method. A reconciliation of net income and common stock share amounts used in the computation of basic and diluted earnings per share is presented below. Three Months Ended December 31, (Dollars in thousands, except per share data) 2023 2022 Basic income per common share: Net income attributable to Pathward Financial, Inc. $ 27,657 $ 27,842 Dividends and undistributed earnings allocated to participating securities ( 220 ) ( 403 ) Basic net earnings available to common stockholders 27,437 27,439 Undistributed earnings allocated to nonvested restricted stockholders 210 383 Reallocation of undistributed earnings to nonvested restricted stockholders ( 210 ) ( 382 ) Diluted net earnings available to common stockholders $ 27,437 $ 27,440 Total weighted-average basic common shares outstanding 25,776,845 28,024,541 Effect of dilutive securities (1) Performance share units 24,693 62,282 Total effect of dilutive securities 24,693 62,282 Total weighted-average diluted common shares outstanding 25,801,538 28,086,823 Net earnings per common share: Basic earnings per common share $ 1.06 $ 0.98 Diluted earnings per common share (2) $ 1.06 $ 0.98 (1) Represents the effect of the assumed exercise of stock options and vesting of performance share units and restricted stock, as applicable, utilizing the treasury stock method. (2) Excluded from the computation of diluted earnings per share for the three months ended December 31, 2023 and 2022, respectively, were 207,074 and 411,794 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive. 22 Table of Contents NOTE 6. RENTAL EQUIPMENT, NET Rental equipment consists of the following: (Dollars in thousands) December 31, 2023 September 30, 2023 Computers and IT networking equipment $ 23,958 $ 25,094 Motor vehicles and other 125,801 122,845 Other furniture and equipment 46,934 37,637 Solar panels and equipment 149,157 142,355 Total 345,850 327,931 Accumulated depreciation ( 118,120 ) ( 117,418 ) Unamortized initial direct costs 1,186 1,237 Net book value $ 228,916 $ 211,750 Future minimum lease payments expected to be received for operating leases at December 31, 2023 were as follows: (Dollars in thousands) Remaining in 2024 $ 32,519 2025 36,915 2026 27,052 2027 19,132 2028 10,461 Thereafter 10,805 Total $ 136,884 23 Table of Contents NOTE 7. GOODWILL AND INTANGIBLE ASSETS The Company held a total of $ 309.5 million of goodwill at December 31, 2023. The recorded goodwill is a result of multiple business combinations that occurred from 2015 to 2018. There have been no changes to the carrying amount of goodwill during the three months ended December 31, 2023. The changes in the carrying amount of the Company’s intangible assets were as follows: (Dollars in thousands) Trademark (1) Non-Compete Customer Relationships (2) All Others (3) Total At September 30, 2023 $ 7,477 $ — $ 9,110 $ 4,133 $ 20,720 Amortization during the period ( 264 ) — ( 587 ) ( 133 ) ( 984 ) At December 31, 2023 $ 7,213 $ — $ 8,523 $ 4,000 $ 19,736 Gross carrying amount $ 13,774 $ 301 $ 77,578 $ 7,798 $ 99,451 Accumulated amortization ( 6,561 ) ( 301 ) ( 58,137 ) ( 3,579 ) ( 68,578 ) Accumulated impairment — — ( 10,918 ) ( 219 ) ( 11,137 ) At December 31, 2023 $ 7,213 $ — $ 8,523 $ 4,000 $ 19,736 At September 30, 2022 $ 8,605 $ — $ 12,395 $ 4,691 $ 25,691 Amortization during the period ( 351 ) — ( 776 ) ( 131 ) ( 1,258 ) At December 31, 2022 $ 8,254 $ — $ 11,619 $ 4,560 $ 24,433 Gross carrying amount $ 14,624 $ 2,481 $ 82,088 $ 9,940 $ 109,133 Accumulated amortization ( 6,370 ) ( 2,481 ) ( 59,551 ) ( 5,162 ) ( 73,564 ) Accumulated impairment — — ( 10,918 ) ( 218 ) ( 11,136 ) At December 31, 2022 $ 8,254 $ — $ 11,619 $ 4,560 $ 24,433 (1) Book amortization period of 5 - 15 years. Amortized using the straight line and accelerated methods. (2) Book amortization period of 10 - 30 years. Amortized using the accelerated method. (3) Book amortization period of 3 - 20 years. Amortized using the straight line method. The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in the remaining nine months of fiscal 2024 and subsequent fiscal years at December 31, 2023 was as follows: (Dollars in thousands) Remaining in 2024 $ 3,148 2025 3,569 2026 3,223 2027 2,577 2028 2,267 Thereafter 4,952 Total anticipated intangible amortization $ 19,736 There were no impairments to intangible assets during the three months ended December 31, 2023 and 2022. Intangible impairment expense is recorded within the impairment expense line of the Condensed Consolidated Statements of Operations. 24 Table of Contents NOTE 8. OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES Operating lease right-of-use ("ROU") assets, included in other assets , were $ 26.8 million and $ 26.9 million at December 31, 2023 and September 30, 2023, respectively. Operating lease liabilities, included in accrued expenses and other liabilities , were $ 28.6 million and $ 28.8 million at December 31, 2023 and September 30, 2023, respectively. Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at December 31, 2023 were as follows: (Dollars in thousands) Remaining in 2024 $ 3,141 2025 3,985 2026 3,435 2027 3,152 2028 3,095 Thereafter 15,545 Total undiscounted future minimum lease payments 32,353 Discount ( 3,703 ) Total operating lease liabilities $ 28,650 The weighted-average discount rate and remaining lease term for operating leases at December 31, 2023 were as follows: Weighted-average discount rate 2.43 % Weighted-average remaining lease term (years) 9.3 The components of total lease costs for operating leases were as follows: Three Months Ended December 31, (Dollars in thousands) 2023 2022 Lease expense $ 1,025 $ 1,014 Short-term and variable lease cost ( 7 ) 42 Sublease income ( 370 ) ( 333 ) Total lease cost for operating leases $ 648 $ 723 NOTE 9. STOCKHOLDERS' EQUITY Repurchase of Common Stock. The Company's Board of Directors authorized the September 3, 2021 share repurchase program to repurchase up to 6,000,000 shares of the Company's outstanding common stock. This authorization is effective from September 3, 2021 through September 30, 2024. On August 25, 2023, the Company's Board of Directors announced a share repurchase program to repurchase up to an additional 7,000,000 shares of the Company's outstanding common stock on or before September 30, 2028. During the three months ended December 31, 2023 and 2022, the Company repurchased 232,588 and 653,994 shares, respectively, as part of the share repurchase programs. Under the repurchase programs, repurchased shares were retired and designated as authorized but unissued shares. The Company accounts for repurchased shares using the par value method under which the repurchase price is charged to paid-in capital up to the amount of the original proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. As of December 31, 2023, 8,433,848 shares of common stock remained available for repurchase. 25 Table of Contents For the three months ended December 31, 2023 and 2022, the Company also repurchased 103,641 and 57,291 shares, or $ 4.9 million and $ 2.0 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock. Retirement of Treasury Stock. The Company accounts for the retirement of repurchased shares, including treasury stock, using the par value method under which the repurchase price is charged to paid-in capital up to the amount of the original proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. The Company retired no shares of common stock held in treasury during the three months ended December 31, 2023 and 2022. NOTE 10. STOCK COMPENSATION On September 27, 2023, the Board adopted the Pathward Financial, Inc. 2023 Omnibus Incentive Plan (the "2023 Omnibus Incentive Plan") contingent on stockholder approval at the Annual Meeting of Stockholders expected to be held on February 27, 2024. The 2023 Omnibus Incentive Plan permits the granting of various types of awards including but not limited to nonvested (restricted) shares and performance share units ("PSUs") to certain officers and directors of the Company. Awards may be granted by the Compensation Committee of the Board of Directors based on the performance of the award recipients or other relevant factors. Shares have previously been granted each year to executives and senior leadership members under the applicable Company incentive plan. These shares vest at various times ranging from immediately to three years based on circumstances at time of grant. The fair value is determined based on the fair market value of the Company’s stock on the grant date. Director shares are issued to the Company’s directors, and these shares have historically vested one year from the grant date. The Company also grants selected executives and other key employees PSU awards. The vesting of these awards is contingent on meeting company-wide performance goals, including but not limited to return on equity, earnings per share, and total shareholder return. PSUs are generally granted at the market value of the underlying share on the date of grant, adjusted for dividends, as performance share units do not participate in dividends. The awards contingently vest over a period of three years and have payout levels ranging from a threshold of 50 % to a maximum of 200 %. Upon vesting, each performance share unit earned is converted into one share of common stock. The fair value of the PSUs is determined by the dividend-adjusted fair value on the grant date for those awards subject to a performance condition. For those PSUs subject to a market condition, a simulation valuation is performed. In addition, during the first and second quarters of fiscal year 2017, shares were granted to certain executive officers of the Company in connection with their signing of employment agreements with the Company. These stock awards vest in equal installments over eight years . 26 Table of Contents The following tables show the activity of share awards (including shares of restricted stock subject to vesting, fully-vested restricted stock, and PSUs) granted, exercised or forfeited under all of the Company's incentive plans during the three months ended December 31, 2023. Number of Shares Weighted Average Fair Value at Grant Nonvested shares outstanding, September 30, 2023 370,151 $ 35.87 Granted (1) — — Vested ( 176,700 ) 36.44 Forfeited or expired ( 1,863 ) 39.23 Nonvested shares outstanding, December 31, 2023 191,588 $ 35.31 Number of Units (2) Weighted Average Fair Value at Grant Performance share units outstanding, September 30, 2023 155,804 $ 41.20 Granted (1) — — Vested ( 60,984 ) 55.47 Forfeited or expired — — Performance share units outstanding, December 31, 2023 94,820 $ 55.47 (1) While no shares were granted during the first quarter of fiscal year 2024, 150,522 of nonvested shares and 44,800 of target performance share units were issued under awards contingent on the stockholder approval of the 2023 Omnibus Incentive Plan. (2) The activity in this table includes 60,984 shares related to the fiscal year 2021 performance share units, which are included in this table under the assumption of a target performance achievement. The final performance was assessed after September 30, 2023, resulted in an achievement greater than target, and an additional 47,252 shares were allocated to the participants in the plan. Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of the grant. The exercise price of fair value of nonvested (restricted) shares and PSUs granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date, adjusted for dividends where applicable. The Company has elected to record forfeitures as they occur. At December 31, 2023, stock-based compensation expense not yet recognized in income totaled $ 4.1 million, which is expected to be recognized over a weighted average remaining period of 1.27 years. 27 Table of Contents NOTE 11. INCOME TAXES The Company recorded an income tax expense of $ 5.7 million for the three months ended December 31, 2023, resulting in an effective tax rate of 17.00 %, compared to an income tax expense of $ 6.6 million, or an effective tax rate of 18.79 %, for the three months ended December 31, 2022. The Company’s effective tax rate was lower than the U.S. statutory rate of 21% primarily because of the effect of investment tax credits during fiscal year 2024. The Company's effective tax rate in the future will depend in part on actual investment tax credits generated from qualified renewable energy property. The table below compares the income tax expense components for the periods presented. Three Months Ended December 31, (Dollars in thousands) 2023 2022 Provision at statutory rate $ 7,009 $ 7,228 Tax-exempt income ( 174 ) ( 203 ) State income taxes 1,228 1,510 Interim period effective rate adjustment 2,806 1,119 Tax credit investments, net - federal ( 4,377 ) ( 3,062 ) IRC 162(m) nondeductible compensation ( 280 ) 136 Other, net ( 493 ) ( 151 ) Income tax expense $ 5,719 $ 6,577 Effective tax rate 17.00 % 18.79 % NOTE 12. REVENUE FROM CONTRACTS WITH CUSTOMERS Topic 606 applies to all contracts with customers unless such revenue is specifically addressed under existing guidance. The table below presents the Company’s revenue by operating segment. For additional descriptions of the Company’s operating segments, including additional financial information and the underlying management accounting process, see Note 13. Segment Reporting to the Condensed Consolidated Financial Statements. (Dollars in thousands) Consumer Commercial Corporate Services/Other Consolidated Company Three Months Ended December 31, 2023 2022 2023 2022 2023 2022 2023 2022 Net interest income (1) $ 59,356 $ 34,272 $ 45,881 $ 42,324 $ 4,799 $ 7,461 $ 110,036 $ 84,057 Noninterest income: Refund transfer product fees 422 677 — — — — 422 677 Refund advance fee income (1) 111 617 — — — — 111 617 Card and deposit fees 30,507 37,452 236 261 7 5 30,750 37,718 Rental income (1) — — 13,235 12,515 224 193 13,459 12,708 Gain on sale of trademarks — — — — — 10,000 — 10,000 Gain (loss) on sale of other (1) ( 31 ) — 362 502 2,509 — 2,840 502 Other income (1) 1,778 793 2,166 1,084 1,235 1,678 5,179 3,555 Total noninterest income 32,787 39,539 15,999 14,362 3,975 11,876 52,761 65,777 Revenue $ 92,143 $ 73,811 $ 61,880 $ 56,686 $ 8,774 $ 19,337 $ 162,797 $ 149,834 (1) These revenues are not within the scope of Topic 606. Additional details are included in other footnotes to the accompanying financial statements. The scope of Topic 606 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, and securities. Following is a discussion of key revenues within the scope of Topic 606. The Company provides services to customers that have related performance obligations that must be completed to recognize revenue. Revenues are generally recognized immediately upon the completion of the service or over time as services are performed. Any services performed over time generally require that the Company renders services each period; therefore, the Company measures progress in completing these services based upon the passage of time. Revenue from contracts with customers did not generate significant contract assets and liabilities for the three months ended December 31, 2023. 28 Table of Contents Refund Transfer Product Fees. Refund transfer fees are specific to the Banking as a Service ("BaaS") business line and reflect product fees offered by the Company through third-party tax preparers and tax preparation software providers where the Company acts as the partnering financial institution. A refund transfer allows a taxpayer to pay tax preparation and filing fees directly from their federal or state government tax refund, with the remainder of the refund being disbursed in accordance with the terms and conditions of the taxpayer agreement, which may include satisfaction of other disbursement obligations before going directly to the taxpayer via check, direct deposit, or prepaid card. Refund transfer fees are recognized by the Company immediately after the taxpayer's refund has been disbursed in accordance with the contract and are based on standalone pricing included within the terms and conditions. Certain expenses to tax preparation software providers are netted with refund transfer fee income as the Company is considered the agent in these contractual relationships. All refund transfer fees are recorded within the Consumer reporting segment. Card and Deposit Fees. Card fees relate to the BaaS business line and consists of income from prepaid cards and merchant services, including interchange fees from prepaid cards processed through card association networks, merchant services and other card related services. Interchange rates are generally set by card association networks based on transaction volume and other factors. Since interchange fees are generated by cardholder activity, the Company recognizes the income as transactions occur. Fee income for merchant services and other card related services reflect account management and transaction fees charged to merchants for processing card association network transactions. The associated income is recognized as transactions occur or as services are performed. For the Company's internally managed prepaid card programs, fees are based on standalone pricing within the terms and conditions of the cardholder agreement. The Company is considered the principal of these relationships resulting in all fee income being presented on a gross basis within the Condensed Consolidated Statement of Operations. For the Company's sponsorship prepaid card programs where a third-party is considered the Program Manager, the fees are based on standalone pricing within the terms and conditions of the Program Agreement. For these relationships, the Company is considered the agent and certain expenses with the Program Manager, networks and associations are netted with card fee revenue. All card fee income is included in the Consumer reporting segment. Deposit fees relate to the BaaS and Commercial Finance business lines and consist of income from banking and deposit-related services, including account services, overdraft protection, and wire transfers. Fee income for account services is recognized over the course of the month as the performance obligation is satisfied. Fee income for overdraft protection and wire transfers is recognized at the point in time when such event occurs. For BaaS, the fees for account services and overdraft protection are based on standalone pricing within the terms and conditions of the Program Agreement with the sponsorship partner. For these relationships, the Company is considered the agent and certain expenses with the partner are netted with deposit fee revenue. For Commercial Finance, fees for wire transfers are based on standalone pricing within the terms and conditions of the customer deposit agreement. Bank and deposit fees for the BaaS and Commercial Finance business lines are included in the Consumer and Commercial reporting segments, respectively. Also included within Card and Deposit Fees for the Consumer reporting segment are servicing fees the Company recognizes for custodial off-balance sheet deposits. This fee income is for services the Bank performs to maintain records of cardholder funds placed at one or more third-party banks insured by the Federal Deposit Insurance Corporation ("FDIC"). The servicing fee is typically reflective of the effective federal funds rate ("EFFR"). NOTE 13. SEGMENT REPORTING An operating segment is generally defined as a component of a business for which discrete financial information is available and whose results are reviewed by the chief operating decision-maker. Operating segments are aggregated into reportable segments if certain criteria are met. The Company reports its results of operations through the following three business segments: Consumer, Commercial, and Corporate Services/Other. The BaaS business line is reported in the Consumer segment. The Commercial Finance business line is reported in the Commercial segment. The Corporate Services/Other segment includes certain shared services as well as treasury related functions such as the investment portfolio, warehouse finance, wholesale deposits, and borrowings. 29 Table of Contents The following table presents segment data for the Company: (Dollars in thousands) Consumer Commercial Corporate Services/Other Total Three Months Ended December 31, 2023 2022 2023 2022 2023 2022 2023 2022 Net interest income $ 59,356 $ 34,272 $ 45,881 $ 42,324 $ 4,799 $ 7,461 $ 110,036 $ 84,057 Provision for (reversal of) credit loss 3,454 3,240 6,463 6,583 ( 27 ) ( 47 ) 9,890 9,776 Noninterest income 32,787 39,539 15,999 14,362 3,975 11,876 52,761 65,777 Noninterest expense 50,013 34,494 34,856 32,749 34,405 37,816 119,274 105,059 Income (loss) before income tax expense 38,676 36,077 20,561 17,354 ( 25,604 ) ( 18,432 ) 33,633 34,999 Total assets 563,706 393,898 4,206,522 3,476,942 3,157,209 2,788,385 7,927,437 6,659,225 Total goodwill 87,145 87,145 222,360 222,360 — — 309,505 309,505 Total deposits 6,587,052 5,624,919 3,669 6,628 345,334 157,585 6,936,055 5,789,132 NOTE 14. FAIR VALUES OF FINANCIAL INSTRUMENTS ASC 820, Fair Value Measurements defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. The fair value hierarchy is as follows: Level 1 Inputs - Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access at measurement date. Level 2 Inputs - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market. Level 3 Inputs - Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Debt Securities Available for Sale and Held to Maturity . Debt securities available for sale are recorded at fair value on a recurring basis and debt securities held to maturity are carried at amortized cost. The fair value of debt securities available for sale, categorized primarily as Level 2, is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and compares to current market trading activity. Equity Securities. Marketable equity securities and certain non-marketable equity securities are recorded at fair value on a recurring basis. The fair values of marketable equity securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). 30 Table of Contents The following tables summarize the fair values of debt securities available for sale and equity securities as they are measured at fair value on a recurring basis. At December 31, 2023 (Dollars in thousands) Total Level 1 Level 2 Level 3 Debt securities AFS Corporate securities $ 18,375 $ 18,375 SBA securities 87,732 — 87,732 — Obligations of states and political subdivisions 2,304 — 2,304 — Non-bank qualified obligations of states and political subdivisions 228,888 — 228,888 — Asset-backed securities 237,704 — 237,704 — Mortgage-backed securities 1,275,578 — 1,275,578 — Total debt securities AFS $ 1,850,581 $ — $ 1,850,581 $ — Common equities and mutual funds (1) $ 4,207 $ 4,207 $ — $ — Non-marketable equity securities (2) $ 9,700 $ — $ — $ — (1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2023. (2) Consists of certain non-marketable equity securities that are measured at fair value using net asset value ("NAV") per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. At September 30, 2023 (Dollars in thousands) Total Level 1 Level 2 Level 3 Debt securities AFS Corporate securities $ 18,250 $ — $ 18,250 $ — SBA securities 85,242 — 85,242 — Obligations of states and political subdivisions 2,289 — 2,289 — Non-bank qualified obligations of states and political subdivisions 226,723 — 226,723 — Asset-backed securities 246,199 — 246,199 — Mortgage-backed securities 1,225,525 — 1,225,525 — Total debt securities AFS $ 1,804,228 $ — $ 1,804,228 $ — Common equities and mutual funds (1) $ 3,378 $ 3,378 $ — $ — Non-marketable equity securities (2) $ 8,389 $ — $ — $ — (1) Equity securities at fair value are included within other assets on the Consolidated Statements of Financial Condition at September 30, 2023. (2) Consists of certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. Loans and Leases. The Company does not record loans and leases at fair value on a recurring basis. However, if a loan or lease is individually evaluated for risk of credit loss and repayment is expected to be solely provided by the values of the underlying collateral, the Company measures fair value on a nonrecurring basis. Fair value is determined by the fair value of the underlying collateral less estimated costs to sell. The fair value of the collateral is determined based on the internal estimates and/or assessment provided by third-party appraisers and the valuation relies on discount rates ranging from 3 % to 44 %. 31 Table of Contents The following tables summarize the assets of the Company that are measured at fair value in the Condensed Consolidated Statements of Financial Condition on a nonrecurring basis: At December 31, 2023 (Dollars in thousands) Total Level 1 Level 2 Level 3 Loans and leases, net individually evaluated for credit loss Commercial finance $ 6,441 $ — $ — $ 6,441 Total loans and leases, net individually evaluated for credit loss 6,441 — — 6,441 Total $ 6,441 $ — $ — $ 6,441 At September 30, 2023 (Dollars in thousands) Total Level 1 Level 2 Level 3 Loans and leases, net individually evaluated for credit loss Commercial finance $ 21,829 $ — $ — $ 21,829 Total loans and leases, net individually evaluated for credit loss 21,829 — — 21,829 Total $ 21,829 $ — $ — $ 21,829 Quantitative Information About Level 3 Fair Value Measurements (Dollars in thousands) Fair Value at December 31, 2023 Fair Value at September 30, 2023 Valuation Technique Unobservable Input Range of Inputs Loans and leases, net individually evaluated for credit loss $ 6,441 $ 21,829 Market approach Appraised values (1) 3 % - 44 % (1) The Company generally relies on external appraisers to develop this information. Management reduced the appraised value by estimating selling costs and other inputs in a range of 3 % to 44 %. Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Condensed Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value. These fair value estimates were made at December 31, 2023 and September 30, 2023 based on relevant market information and information about financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled. However, since there is no active market for certain financial instruments of the Company, the estimates of fair value are subjective in nature, involve uncertainties, and include matters of significant judgment. Changes in assumptions as well as tax considerations could significantly affect the estimated values. Accordingly, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis. 32 Table of Contents The following tables present the carrying amount and estimated fair value of the financial instruments held by the Company: At December 31, 2023 (Dollars in thousands) Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 671,630 $ 671,630 $ 671,630 $ — $ — Debt securities available for sale 1,850,581 1,850,581 — 1,850,581 — Debt securities held to maturity 35,440 32,180 — 32,180 — Common equities and mutual funds (1) 4,207 4,207 4,207 — — Non-marketable equity securities (1)(2) 20,195 20,195 — 10,495 — Loans held for sale 69,518 69,518 — 69,518 — Loans and leases 4,419,364 4,298,218 — — 4,298,218 Federal Reserve Bank and Federal Home Loan Bank stocks 23,694 23,694 — 23,694 — Accrued interest receivable 27,080 27,080 27,080 — — Financial liabilities Deposits 6,936,055 6,937,613 6,795,322 142,292 — Other short- and long-term borrowings 33,614 31,421 — 31,421 — Accrued interest payable 1,941 1,941 1,941 — — (1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2023. (2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. At September 30, 2023 (Dollars in thousands) Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 375,580 $ 375,580 $ 375,580 $ — $ — Debt securities available for sale 1,804,228 1,804,228 — 1,804,228 — Debt securities held to maturity 36,591 31,425 — 31,425 — Common equities and mutual funds (1) 3,378 3,378 3,378 — — Non-marketable equity securities (1)(2) 20,453 20,453 — 12,064 — Loans held for sale 77,779 77,779 — 77,779 — Loans and leases 4,359,681 4,223,010 — — 4,223,010 Federal Reserve Bank and Federal Home Loan Bank stocks 28,210 28,210 — 28,210 — Accrued interest receivable 23,282 23,282 23,282 — — Financial liabilities Deposits 6,589,182 6,589,065 6,583,648 5,417 — Other short- and long-term borrowings 33,873 31,187 — 31,187 — Accrued interest payable 247 247 247 — — (1) Equity securities at fair value are included within other assets on the Consolidated Statements of Financial Condition at September 30, 2023. (2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. NOTE 15. SUBSEQUENT EVENTS Management has evaluated subsequent events that occurred after December 31, 2023. During this period, up to the filing date of this Quarterly Report on Form 10-Q, management did not identify any material subsequent events that would require recognition or disclosure in our Condensed Consolidated Financial Statements as of or for the quarter ended December 31, 2023. 33 Table of Contents