What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 498 added, 367 removed, 1385 unchanged (38% of the section changed)

5 unchanged sentences

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Enterprise Financial Services Corp

To the stockholders and the Board of Directors of Enterprise Financial Services Corp

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Enterprise Financial Services Corp and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Enterprise Financial Services Corp and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses on Loans — Refer to Note 1 to the financial statements

Allowance for Credit Losses on Loans — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

17 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Enterprise Financial Services Corp

To the stockholders and the Board of Directors of Enterprise Financial Services Corp

Opinion on Internal Control over Financial Reporting

34 unchanged sentences

Loans 11,800,338 11,220,355

Allowance for credit losses on loans ( 137,950 ) ( 134,771 )

ACL on loans ( 140,022 ) ( 137,950 )

Total loans, net 11,660,316 11,082,405

5 unchanged sentences

Total assets $ 17,300,884 $ 15,596,431

Liabilities and Shareholders' equity

Liabilities and Stockholders' equity

Noninterest-bearing demand accounts $ 4,874,115 $ 4,484,072

11 unchanged sentences

Commitments and contingent liabilities (Note 16)

Shareholders' equity:

Stockholders' equity:

Preferred stock, $ 0.01 par value;

8 unchanged sentences

Accumulated other comprehensive loss, net ( 54,587 ) ( 116,718 )

Total shareholders' equity 1,824,002 1,716,068

Total liabilities and shareholders' equity $ 15,596,431 $ 14,518,590

Total stockholders' equity 2,039,386 1,824,002

Total liabilities and stockholders' equity $ 17,300,884 $ 15,596,431

The accompanying notes are an integral part of these Consolidated Financial Statements.

19 unchanged sentences

Net interest income 626,738 568,096 562,592

Provision (benefit) for credit losses 21,508 36,605 ( 611 )

Net interest income after provision (benefit) for credit losses 546,588 525,987 474,514

Provision for credit losses 26,337 21,508 36,605

Net interest income after provision for credit losses 600,401 546,588 525,987

Noninterest income:

14 unchanged sentences

Income before income tax expense 283,717 231,244 246,526

Income tax expense 45,978 52,467 56,417

Income tax expense (includes $ 32.1 million related to recaptured tax credits for the year ended December 31, 2025) (Note 15)

82,343 45,978 52,467

Net income $ 201,374 $ 185,266 $ 194,059

Preferred stock dividends 3,750 3,750 4,041

Net income available to common shareholders $ 181,516 $ 190,309 $ 199,002

Dividends on preferred stock 3,750 3,750 3,750

Net income available to common stockholders $ 197,624 $ 181,516 $ 190,309

Earnings per common share

10 unchanged sentences

Change in unrealized gain (loss) on available-for-sale securities

60,163 ( 9,288 ) 32,155

Reclassification of gain on the sale of available-for-sale securities

( 37 ) — ( 450 )

Reclassification of gain on held-to-maturity securities

( 2,447 ) ( 2,492 ) ( 2,605 )

Change in unrealized gain (loss) on cash flow hedges 3,628 ( 5,226 ) ( 491 )

Reclassification of loss on cash flow hedges

824 1,303 708

Total other comprehensive income (loss), net

62,131 ( 15,703 ) 29,317

Total comprehensive income $ 263,505 $ 169,563 $ 223,376

1 unchanged sentence

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Stockholders’ Equity

Years ended December 31, 2025, 2024, and 2023

Preferred Common

(in thousands, except per share data) Shares Amount Shares Amount Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity

Balance December 31, 2021 75 $ 71,988 37,819 $ 398 $ ( 73,528 ) $ 1,018,799 $ 492,682 $ 18,777 $ 1,529,116

Preferred Stock Common Stock

(in thousands, except per share data) Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

Balance at December 31, 2022

75 $ 71,988 37,253 $ 373 $ 982,660 $ 597,574 $ ( 130,332 ) $ 1,522,263

Net income — $ — — $ — $ — $ 194,059 $ — $ 194,059

Other comprehensive loss — — — — — — — ( 149,109 ) ( 149,109 )

Other comprehensive income

— — — — — — 29,317 29,317

Common stock dividends ($ 1.00 per share)

2 unchanged sentences

— — — — — ( 3,750 ) — ( 3,750 )

Repurchase of common stock — — ( 700 ) ( 7 ) — ( 18,867 ) ( 14,049 ) — ( 32,923 )

Issuance under equity compensation plans, net — — 163 1 2,402 ( 1,002 ) — 1,401

Share-based compensation — — — — — 8,006 — — 8,006

Retirement of treasury stock ( 1,980 shares)

Stock-based compensation — — — — 10,146 — — 10,146

Balance at December 31, 2023

75 $ 71,988 37,416 $ 374 $ 995,208 $ 749,513 $ ( 101,015 ) $ 1,716,068

Balance December 31, 2022 75 $ 71,988 37,253 $ 373 $ — $ 982,660 $ 597,574 $ ( 130,332 ) $ 1,522,263

Net income — $ — — $ — $ — $ 185,266 $ — $ 185,266

Other comprehensive income — — — — — — — 29,317 29,317

Other comprehensive loss

— — — — — — ( 15,703 ) ( 15,703 )

Common stock dividends ($ 1.06 per share)

2 unchanged sentences

— — — — — ( 3,750 ) — ( 3,750 )

Repurchase of common stock — — ( 627 ) ( 6 ) ( 16,800 ) ( 12,835 ) — ( 29,641 )

Issuance under equity compensation plans, net — — 199 2 1,453 ( 1,015 ) — 440

Share-based compensation — — — — — 10,146 — — 10,146

Balance December 31, 2023 75 $ 71,988 37,416 $ 374 $ — $ 995,208 $ 749,513 $ ( 101,015 ) $ 1,716,068

Stock-based compensation — — — — 10,872 — — 10,872

Balance at December 31, 2024

75 $ 71,988 36,988 $ 370 $ 990,733 $ 877,629 $ ( 116,718 ) $ 1,824,002

Net income — $ — — $ — $ — $ 201,374 $ — $ 201,374

Other comprehensive loss — — — — — — — ( 15,703 ) ( 15,703 )

Other comprehensive income

— — — — — — 62,131 62,131

Common stock dividends ($ 1.22 per share)

4 unchanged sentences

Issuance under equity compensation plans, net — — 236 2 3,501 ( 2,127 ) — 1,376

Share-based compensation — — — — — 10,872 — — 10,872

Balance December 31, 2024 75 $ 71,988 36,988 $ 370 $ — $ 990,733 $ 877,629 $ ( 116,718 ) $ 1,824,002

Stock-based compensation — — — — 13,491 — — 13,491

Balance at December 31, 2025

75 $ 71,988 36,965 $ 370 $ 1,000,775 $ 1,020,840 $ ( 54,587 ) $ 2,039,386

The accompanying notes are an integral part of these Consolidated Financial Statements.

8 unchanged sentences

Depreciation 6,783 5,149 5,090

Provision (benefit) for credit losses 21,508 36,605 ( 611 )

Provision for credit losses

26,337 21,508 36,605

Deferred income taxes ( 5,586 ) ( 3,521 ) 2,380

6 unchanged sentences

Net loss (gain) on:

Sale of investment securities — ( 601 ) —

Sale of SBA loans ( 1,415 ) ( 2,015 ) —

Sale of other real estate ( 3,089 ) ( 187 ) 93

Sale of fixed assets — ( 46 ) ( 54 )

Sale of state tax credits ( 1,971 ) ( 904 ) ( 1,506 )

Share-based compensation 10,872 10,146 8,006

Investment securities ( 49 ) — ( 601 )

SBA loans ( 4,188 ) ( 1,415 ) ( 2,015 )

OREO ( 6,255 ) ( 3,089 ) ( 187 )

Fixed assets — — ( 46 )

State tax credits ( 798 ) ( 1,971 ) ( 904 )

Stock-based compensation 13,491 10,872 10,146

Net changes in other assets and liabilities ( 50,249 ) 23,349 8,714

Net cash provided by operating activities

193,515 247,400 268,238

Cash flows from investing activities:

Net increase in loans

( 486,101 ) ( 398,223 ) ( 1,238,276 )

Proceeds received from:

Branch acquisition, net 277,036 — —

Sale of debt securities, available-for-sale 139,051 — 40,393

4 unchanged sentences

Sale of state tax credits held for sale 4,487 10,405 4,592

Sale of other real estate 11,485 457 2,517

Sale of OREO 3,967 11,485 457

Sale of fixed assets — — 357

4 unchanged sentences

Other investments ( 142,972 ) ( 73,871 ) ( 114,746 )

Bank-owned life insurance ( 75,009 ) — —

State tax credits held for sale ( 1,940 ) ( 2,807 ) ( 90 )

1 unchanged sentence

Net cash used in investing activities

( 1,078,950 ) ( 796,871 ) ( 1,307,782 )

Year ended December 31,

1 unchanged sentence

Cash flows from financing activities:

Net increase (decrease) in noninterest-bearing deposit accounts $ 525,329 $ ( 683,989 ) $ 64,296

Net increase (decrease) in interest-bearing deposit accounts 444,792 2,031,210 ( 578,945 )

Net increase (decrease) in short term FHLB advances, net — ( 100,000 ) 100,000

Repayments of long-term FHLB advances — — ( 50,000 )

Repayments of notes payable ( 11,429 ) ( 5,714 ) ( 5,714 )

Net decrease in other borrowings ( 5,579 ) ( 20,576 ) ( 24,030 )

Net increase (decrease) in noninterest-bearing demand accounts

$ 172,566 $ 525,329 $ ( 683,989 )

Net increase in interest-bearing demand accounts

648,566 444,792 2,031,210

Net decrease in short term FHLB advances, net

— — ( 100,000 )

Proceeds from term loan 63,250 — —

Repayments of term loan ( 4,518 ) ( 11,429 ) ( 5,714 )

Payments for the redemption of subordinated debentures ( 63,250 ) — —

Net increase (decrease) in other borrowings

48,165 ( 5,579 ) ( 20,576 )

Cash dividends paid on common stock ( 45,093 ) ( 39,550 ) ( 37,368 )

Cash dividends paid on preferred stock ( 3,750 ) ( 3,750 ) ( 3,750 )

Common stock repurchased ( 29,641 ) — ( 32,923 )

Repurchase of common stock ( 14,145 ) ( 29,641 ) —

Other 1,376 440 1,401

Net cash provided by (used in) financing activities 880,612 1,181,214 ( 563,186 )

Net (decrease) increase in cash and cash equivalents 331,141 141,670 ( 1,730,330 )

Net cash provided by financing activities

803,167 880,612 1,181,214

Net increase (decrease) in cash and cash equivalents

( 82,268 ) 331,141 141,670

Cash and cash equivalents, beginning of period 764,170 433,029 291,359

5 unchanged sentences

Noncash investing and financing transactions:

Transfer to other real estate owned in settlement of loans $ 6,559 $ 6,933 $ —

Transfer to OREO in settlement of loans $ 75,368 $ 6,559 $ 6,933

Right-of-use assets obtained in exchange for lease obligations 6,527 2,039 15,640

Transfer of loans from fixed assets for building sale and leaseback — — 1,460

Transfer of securities from available for sale to held to maturity — — 116,927

Leasehold improvement allowance in other assets — — 2,483

6 unchanged sentences

Business and Consolidation

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate customers primarily located in Arizona, California, Florida, Kansas, Missouri, Nevada, and New Mexico, and SBA loan and deposit productions offices throughout the country through its banking subsidiary, Enterprise Bank & Trust.

Enterprise is a financial holding company that provides a full range of banking and wealth management services to individuals and corporate clients primarily located in Arizona, California, Florida, Kansas, Missouri, Nevada, and New Mexico, and SBA loan and deposit productions offices throughout the country through its banking subsidiary, Enterprise Bank & Trust.

All intercompany accounts and transactions have been eliminated.

17 unchanged sentences

Recent Accounting Pronouncements

FASB ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

ASU 2022-03 was issued in June 2022 to (1) clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) amend a related illustrative example, and (3) introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

The adoption of ASU 2022-03 did not have a material effect on the consolidated financial statements.

FASB ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method .

ASU 2023-02 was issued in March 2023 to allow reporting entities to consistently account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits.

If certain conditions are met, a reporting entity may elect to account for its tax equity investments by using the proportional amortization method regardless of the program from which it receives income tax credits, instead of only low-

income-housing tax credit (“LIHTC”) structures.

This amendment also eliminates certain LIHTC-specific guidance aligning the accounting with other equity investments in tax credit structures.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

The adoption of ASU 2023-02 did not have a material effect on the consolidated financial statements.

FASB ASU 2023-07, Improvements to Reportable Segment Disclosures .

ASU 2023-07 was issued in November 2023 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment disclosures.

The amendments in this update require annual and interim disclosures on significant segment expenses that are regularly provided to the chief operating decision maker and require annual and interim disclosures on “other segment items” that comprise the difference between segment revenue less segment expense compared to the reported measure of segment profit or loss.

In addition, the amendments will require all annual disclosures that are currently required to be reported on an interim basis and requires disclosure of the title and position of the chief operating decision maker and how that position uses the information to assess segment performance and the allocation of resources.

ASU 2023-07 also requires entities that have a single reportable segment, such as the Company, to provide all disclosures required in this update and the existing segment disclosures in Topic 280.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The adoption of ASU 2023-07 did not have a material effect on the consolidated financial statements.

FASB ASU 2023-09, Income Tax Disclosures .

ASU 2023-09 was issued in December 2023 to require annual disclosures on specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

FASB ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 was issued in December 2023 to require annual disclosures on specific categories in the income tax rate reconciliation by rate and amount, and provide additional information for reconciling items that meet a quantitative threshold.

Annual disclosures are required on income taxes paid, including the amounts paid for federal, state and foreign taxes and the amount paid in individual jurisdictions if the amount is equal to or greater than 5% of total income taxes paid (net of refunds received).

1 unchanged sentence

The amendments in this update are effective for fiscal years beginning after December 15, 2024.

The Company is evaluating the accounting and disclosure requirements of ASU 2023-09 and does not expect them to have a material effect on the consolidated financial statements.

The Company has adopted ASU 2023-09 for the 2025 calendar year on a prospective basis.

Because the ASU affects disclosures only, the adoption did not affect the Company’s Consolidated Statements of Income or Consolidated Balance Sheet.

FASB ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 was issued in November 2024 to require public business entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement.

The amendments in this update improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments may be adopted prospectively or retrospectively.

The Company is evaluating the accounting and disclosure requirements of ASU 2024-03 and does not expect them to have a material effect on the Company’s consolidated financial statements.

FASB ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 was issued in September 2025 to amend certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

The ASU makes improvements to ASC 350-40 relating to internally developed software costs, supersedes guidance on website development costs, but does not amend guidance on costs of software licenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2027 and interim periods within those annual reporting periods, with early adoption permitted.

The amendments may be applied on a prospective basis, a retrospective basis, or a modified prospective approach.

The Company is evaluating the accounting and disclosure requirements of ASU 2025-06 and does not expect them to have a material effect on the Company’s consolidated financial statements.

FASB ASU 2025-08, Financial Instruments-Credit Losses (Topic 326):

Purchased Loans.

ASU 2025-08 was issued in November 2025 and expands the population of acquired financial assets subject to the gross-up approach in Financial Instruments-Credit Losses (Topic 326).

As a result of these amendments, loans (excluding credit cards) acquired without a more-than-insignificant amount of credit deterioration since origination (a “non-PCD asset”) and deemed “seasoned” are PSLs and accounted for using the gross-up approach at acquisition.

After an entity determines that an acquired loan is a non-PCD asset based on its assessment of credit deterioration experienced since origination, an entity should apply the guidance described in this ASU to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach.

All non-PCD assets (excluding credit cards) that are acquired in a business combination are deemed seasoned.

Other non-PCD assets (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans.

The amendments in this update are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

The amendments should be applied on a prospective basis.

The Company has prospectively adopted ASU 2025-08 effective October 1, 2025.

In the period of adoption, a credit mark of $ 3.3 million was recognized as an ACL on PSLs acquired from First Interstate Bank under the gross-up approach.

FASB ASU 2025-09, Hedge Accounting Improvements.

ASU 2025-09 was issued in November 2025 and is intended to better enable entities to achieve and maintain hedge accounting for highly effective economic hedges, while reducing the occurrence of missed forecasted transactions and unintuitive hedge designation events.

ASU 2025-09 updated the following five areas in the hedge accounting model:

1) Similar risk assessment for cash flow hedges, 2) Hedging interest payments on choose-your-rate debt, 3) Cash flow hedges of nonfinancial forecasted transactions, 4) Net written options as hedging instruments, 5) Foreign currency-denominated debt designated as a hedging instrument and a hedged item.

The amendments in this update are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

The amendments should be applied on a prospective basis.

The Company is evaluating the accounting and disclosure requirements of ASU 2025-09 and does not expect them to have a material effect on the Company’s consolidated financial statements.

FASB ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

ASU 2025-10 was issued in December 2025 and adds guidance on the recognition, measurement, and presentation of government grants depending on whether the grant is related to an asset or to income.

For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2028 and interim periods within those annual reporting periods, with early adoption permitted.

The amendments may be applied on a modified prospective approach, a modified retrospective approach, or a full retrospective approach.

The Company is evaluating the accounting and disclosure requirements of ASU 2025-10 and does not expect them to have a material effect on the Company’s consolidated financial statements.

FASB ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

ASU 2025-11 was issued in December 2025 to improve the navigability of the guidance in ASC 270 and clarify when the guidance is applicable.

The amendments clarify that an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

The amendments also list the disclosures required under ASC 270, list the interim disclosures required under all other ASC topics, and establish the principle that an entity must disclose material events since the end of the last annual reporting period.

For public business entities, the amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments may be applied prospectively or retrospectively.

The Company is evaluating the accounting and disclosure requirements of ASU 2025-11 and does not expect them to have a material effect on the Company’s consolidated financial statements.

FASB ASU 2025-12, Codification Improvements.

ASU 2025-12 was issued in December 2025 to clarify, correct errors in, and make improvements to several topics in the codification.

The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within those annual reporting periods, with early adoption permitted.

The amendments may be applied prospectively or retrospectively.

The Company is evaluating the accounting and disclosure requirements of ASU 2025-12 and does not expect them to have a material effect on the Company’s consolidated financial statements.

The Company has classified all investments in debt securities as either available-for-sale or held-to-maturity.

Securities classified as available-for-sale are carried at fair value.

Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount as a separate component of shareholders’ equity until realized.

All previous fair value adjustments included in the separate component of shareholders’ equity are reversed upon sale.

Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount as a separate component of stockholders’ equity until realized.

All previous fair value adjustments included in the separate component of stockholders’ equity are reversed upon sale.

Securities classified as held-to-maturity are carried at amortized cost and adjusted for amortization of premiums and accretion of discounts.

32 unchanged sentences

Loans that have not been restructured are returned to accrual status when management believes full collectibility of principal and interest is expected.

Non-accrual loans that have been restructured will remain in a non-accrual status until the borrower has made at least six months of consecutive contractual payments.

Nonaccrual loans that have been restructured will remain in a nonaccrual status until the borrower has made at least six months of consecutive contractual payments.

The Company has elected to present the accrued interest receivable balance separate from amortized cost basis, to exclude accrued interest receivable balances from the tabular disclosures, and not to estimate an ACL on accrued interest receivable as these amounts are timely written off as a credit loss expense.

Accrued interest receivable totaled $ 58.3 million and $ 52.4 million at December 31, 2025 and 2024, respectively, and were reported in “Other assets” on the Consolidated Balance Sheets.

Acquired Loans

Acquired loans are separated into two categories based on the credit risk characteristics of the underlying borrowers as either PCD, for loans which have experienced more than insignificant credit deterioration since origination, or loans with no credit deterioration (non-PCD).

At the date of acquisition, an ACL on PCD loans is determined and added to the amortized cost basis of the individual loans.

Acquired Loans - Prior to ASU 2025-08

Prior to ASU 2025-08, an asset acquirer would be required to differentiate between loans purchased that have experienced a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) and assets that have not experienced a more-than-insignificant amount of credit deterioration since origination (“non-PCD assets”).

For PCD assets, the initial ACL recorded upon acquisition was established by increasing the amortized cost basis of the asset, with the expected credit losses included in the purchase price and no recognition of a provision for credit loss expense.

For non-PCD assets, the expected credit losses were recorded through provision for credit losses establishing a “day-one loss” in earnings.

Acquired Loans - After ASU 2025-08

Acquired loans are separated into two categories based on the credit risk characteristics of the underlying borrowers as either PCD assets or non-PCD assets.

Non-PCD assets that are obtained through a business combination accounted for using the acquisition method, or that meets other criteria, are considered to be PSLs.

At the date of acquisition, an ACL on PCD assets and PSLs is determined and added to the amortized cost basis of the individual loans.

The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan.

The ACL on PCD loans is recorded in the acquisition accounting and no provision for credit losses is recognized at the acquisition date.

The ACL on PCD assets and PSLs is recorded in the acquisition accounting and no provision for credit losses is recognized at the acquisition date.

Subsequent changes to the ACL are recorded through provision expense.

For non-PCD loans, an ACL is established immediately after the acquisition through a charge to the provision for credit losses.

The ACL for both PCD and non-PCD is determined by pooling loans with similar risk characteristics and using the approach described below under “Allowance for Credit Losses on Loans.”

Non-accrual Loans

Loans are generally placed on non-accrual status when contractually past due 90 days or more as to interest or principal payments.

Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on non-accrual status immediately, rather than delaying such action until the loans become 90 days past due.

For non-PCD assets that do not meet the definition of PSLs, an ACL is established immediately after the acquisition through a charge to the provision for credit losses.

The ACL on PCD assets, PSLs and non-PCD assets is determined by pooling loans with similar risk characteristics and using the approach described below under “ACL on Loans.”

Nonaccrual Loans

Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments.

Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due.

Previously accrued and uncollected interest on such loans is reversed.

2 unchanged sentences

Loans past due 90 days or more but still accruing interest are also generally included in nonperforming loans.

Loans past due 90 days or more but still accruing are classified as such where the underlying loans are both well secured (the collateral value covers principal and accrued interest) and in the process of collection.

Allowance for Credit Losses on Loans

The ACL on loans is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected.

9 unchanged sentences

However, the recoverability of these loans is also dependent on other factors primarily dictated by the type of collateral securing these loans.

The fair value of the collateral securing these loans may fluctuate as market conditions change.

The fair value of the

collateral securing these loans may fluctuate as market conditions change.

Included within C&I are revolving loans supported by borrowing bases that fluctuate depending on the amount of underlying collateral.

1 unchanged sentence

CRE – CRE loans include various types of loans for which the Company holds real property as collateral.

Commercial real estate lending activity is typically restricted to owner-occupied properties or to investor properties

that are owned by customers with a current banking relationship.

CRE lending activity is typically restricted to owner-occupied properties or to investor properties that are owned by clients with a current banking relationship.

The primary risks of CRE loans include the borrower’s inability to pay, material decreases in the value of the real estate being held as collateral and significant increases in interest rates, which may make the real estate mortgage loan unprofitable.

12 unchanged sentences

As of December 31, 2023, the Company has ceased originating new agricultural credit relationships.

Consumer – The Company provides a broad range of consumer loans to customers, including personal lines of credit, credit cards, recreational vehicles, yachts and automobile loans.

Consumer – The Company provides a broad range of consumer loans to clients, including personal lines of credit, credit cards, recreational vehicles, yachts and automobile loans.

Repayment of these loans is dependent on the borrowers’ ability to pay and the fair value of the underlying collateral.

Consumer loans are included as a component of Other loans.

The Company utilizes a DCF method to measure the ACL on loans collectively evaluated that are sub-segmented by credit risk levels.

3 unchanged sentences

The annual percentage change in gross domestic product is used in Construction, Agricultural, and Consumer portfolios.

The annual percentage change in a commercial real estate index, national house price index and national retail sales are used in the CRE, Residential Real Estate and C&I portfolios, respectively.

The annual percentage change in a CRE index, national house price index and national retail sales are used in the CRE, Residential Real Estate and C&I portfolios, respectively.

The contractual term excludes expected extensions, renewals, and modifications unless the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The Company uses a one-year reasonable and supportable forecast that considers baseline, upside and downside economic scenarios.

For periods beyond the forecast period, the Company reverts to historical loss rates on a straight-line basis over a one-year period.

For periods beyond the forecast period, the Company reverts to historical rates on a straight-line basis over a one-year period.

Loans that do not share risk characteristics are evaluated on an individual basis.

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Other individually-evaluated loans may be remeasured using a discounted cash flow method if appropriate.

Non-accrual loans, loans past due greater than 90 days and still accruing, unless adequately secured and in the process of collection, and restructured loans are evaluated individually.

loans, loans past due greater than 90 days and still accruing, unless adequately secured and in the process of collection, and nonperforming restructured loans are evaluated individually.

Loan Charge-Offs

Loans are charged-off when the primary and secondary sources of repayment (cash flow, collateral, guarantors, etc.) are less than their carrying value and the amounts are deemed uncollectible.

Other Real Estate and Repossessed Assets

Other real estate represents property acquired through foreclosure or deeded to the Company in lieu of foreclosure on loans on which the borrowers have defaulted on the payment of principal or interest.

Other real estate is initially recorded at fair value less cost to sell and subsequently at the lower of cost or fair value less estimated costs to sell.

The fair value of other real estate is based upon estimates of future cash flows, market value of similar assets, if available, or independent appraisals.

OREO and Repossessed Assets

OREO represents property acquired through foreclosure or deeded to the Company in lieu of foreclosure on loans on which the borrowers have defaulted on the payment of principal or interest.

OREO is initially recorded at fair value less cost to sell and subsequently at the lower of cost or fair value less estimated costs to sell.

The fair value of OREO is based upon estimates of future cash flows, market value of similar assets, if available, or independent appraisals.

These estimates involve significant uncertainties and judgments.

As a result, fair value estimates may not be realizable in a current sale or settlement of the other real estate.

Gains, losses and writedowns resulting from the writedown or sale of other real estate are credited or charged to earnings.

Gains and losses resulting from the sale of other real estate are credited or charged to current period earnings.

Costs of maintaining and operating other real estate are expensed as incurred, and expenditures to complete or improve other real estate properties are capitalized if the expenditures are expected to be recovered upon ultimate sale of the property.

As a result, fair value estimates may not be realizable in a current sale or settlement of the OREO.

Gains and losses resulting from the writedown or sale of OREO are credited or charged to earnings.

Costs of maintaining and operating OREO are expensed as incurred, and expenditures to complete or improve OREO properties are capitalized if the expenditures are expected to be recovered upon ultimate sale of the property.

Repossessed assets represent property, other than real estate, that is acquired through repossession and is initially recorded at estimated fair value on the date of acquisition, less costs to sell.

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The Company uses derivative financial instruments to assist in managing interest rate sensitivity and to modify the repricing, maturity and option characteristics of certain assets and liabilities.

In addition, the Company also offers an interest rate hedge program that includes interest rate swaps to assist its customers in managing their interest rate risk profile.

In order to eliminate the interest rate risk associated with offering these products, the Company enters into derivative contracts with third parties to offset the customer contracts.

In addition, the Company also offers an interest rate hedge program that includes interest rate swaps to assist its clients in managing their interest rate risk profile.

In order to eliminate the interest rate risk associated with offering these products, the Company enters into derivative contracts with third parties to offset the client contracts.

The Company does not enter into derivative financial instruments for trading purposes.

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The accounting for changes in fair value (gains or losses) of a hedged item is dependent on whether the related derivative is designated and qualifies for “hedge accounting.” The Company assigns derivatives to one of these categories at the purchase date:

cash flow hedge, fair value hedge, or non-designated hedges as part of a customer interest-rate swap product.

cash flow hedge, fair value hedge, or non-designated hedges as part of a client interest-rate swap product.

An assessment of the expected and ongoing hedge effectiveness of any derivative designated a fair value hedge or cash flow hedge is performed as required by the applicable accounting standards.

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These non-designated derivatives are intended to provide interest rate protection on net interest income or noninterest income but do not meet hedge accounting treatment.

Customer accommodation interest rate swap contracts are not designated as hedging instruments.

Client accommodation interest rate swap contracts are not designated as hedging instruments.

Changes in the fair value of these instruments are recorded in interest income or noninterest income in the consolidated statements of income depending on the underlying hedged item.

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Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The need for deferred tax asset valuation allowances is based on a more-likely-than-not

The ability to realize deferred tax assets depends on the ability to generate sufficient positive taxable income within the carryback or carryforward periods provided for in the laws for each applicable taxing jurisdiction.

The need for deferred tax asset valuation allowances is based on a more-likely-than-not standard.

The ability to realize deferred tax assets depends on the ability to generate sufficient positive taxable

income within the carryback or carryforward periods provided for in the laws for each applicable taxing jurisdiction.

The following possible sources of taxable income are considered:

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It is possible that others, given the same information, may at any point in time reach different reasonable conclusions regarding the estimated amounts of accrued taxes.

Share-Based Compensation

Share-based compensation is recognized as an expense for stock options, restricted stock awards, performance stock units, and restricted stock units granted to employees and directors in return for service.

Stock-Based Compensation

Stock-based compensation is recognized as an expense for the employee stock purchase plan, stock options, restricted stock awards, performance stock units, and restricted stock units granted to employees and directors in return for service.

Equity classified awards are measured at the grant date fair value using either an observable market value or a valuation methodology, and are recognized over the requisite service period on a straight-line basis.

Forfeitures are recorded as they occur.

A description of the Company’s share-based employee compensation plan is included in “Note 15 - Shareholders’ Equity and Compensation Plans.”

A description of the Company’s stock-based employee compensation plans is included in “Note 14 - Stockholders’ Equity and Compensation Plans.”

Deposit Verticals

The Company offers a deposit vertical platform to customers in certain industries, primarily community associations, property management, and legal industry and escrow services.

These customers will typically receive an earnings credit rate on average collected balances that is used to offset their cost of maintaining the deposit accounts.

The Company offers a deposit vertical platform to clients in certain industries, primarily community associations, property management, and legal industry and escrow services.

These clients will typically receive an earnings credit rate on average collected balances that is used to offset their cost of maintaining the deposit accounts.

Earnings credits, otherwise referred to as Deposit costs, are reflected as a component of non-interest expense in the Consolidated Statement of Income.

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These costs include items such as legal fees, title transfer fees, broker fees, etc.

Any goodwill and intangible assets

associated with the portion of the reporting unit to be disposed of is included in the carrying amount of the business in determining the gain or loss on the sale.

Any goodwill and intangible assets associated with the portion of the reporting unit to be disposed of is included in the carrying amount of the business in determining the gain or loss on the sale.

Basic and Diluted Earnings Per Common Share

Basic earnings per common share data is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.

Basic earnings per common share data is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

Common shares outstanding include common stock and restricted stock awards where recipients have satisfied the vesting terms.

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The classification adjustment for unrealized loss/gain on sale of securities included in net income has been recorded through the gain on sale of investment securities line item, within noninterest income, in the Company’s Consolidated Statements of Income.

Share Repurchases

The Company periodically adopts share repurchase plans that authorize open market repurchases of common stock.

The gain or loss on derivatives designated and qualified as cash flow hedges of interest rate risk are recorded in accumulated other comprehensive income and subsequently reclassified into interest income or expense in the same period(s) during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income or expense as interest payments are paid on the Company’s variable-rate loans and debt.

Stock Repurchases

The Company periodically adopts stock repurchase plans that authorize open market repurchases of common stock.

Shares acquired through the repurchase plan are classified as treasury stock or the shares are immediately retired upon settlement, depending on plan authorization.

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The amount allocated to additional paid-in capital is limited to the pro rata portion of additional paid-in capital at the time of repurchase.

Reclassifications

Certain amounts, including deposit costs and other noninterest expense, reported in prior periods in the “Consolidated Statements of Income,” and “Note 20 – Supplemental Financial Information,” have been reclassified to conform to the current presentation.

The reclassifications had no effect on net income or shareholders’ equity.

NOTE 2 - ACQUISITIONS

On October 10, 2025 (the “Acquisition Date”), the Company completed its previously announced Branch Acquisition pursuant to a purchase and assumption agreement dated April 28, 2025 (the “Purchase Agreement”) with First Interstate Bank (“First Interstate”).

The Bank acquired certain deposits and loans, owned and leased branch locations, and fixed and other assets associated with the 12 former First Interstate branches (the “Branches”).

The transaction added ten branches in Arizona and two branches in Kansas City, and expands the Company’s presence in those markets.

The Branch Acquisition has been accounted for as a business combination using the acquisition method of accounting which requires the consideration exchanged, assets acquired and liabilities assumed to be recognized at fair value as of the Acquisition Date.

Fair values are considered preliminary until final fair values are determined, or the measurement period has passed, which is no later than one year from the Acquisition Date.

Goodwill arising from the Branch Acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Branches into Enterprise.

The Company expects $ 52 million of goodwill to be deductible for income tax purposes.

The following table presents a summary of the assets acquired and liabilities assumed:

($ in thousands) As Recorded by First Interstate Adjustments As Recorded by EFSC

Assets acquired:

Cash and due from banks $ 2,235 $ — $ 2,235

Loans 297,423 ( 6,410 ) 291,013

ACL on loans — ( 3,298 ) ( 3,298 )

Total loans, net 297,423 ( 9,708 ) (a) 287,715

Fixed assets, net 8,623 160 8,783

Intangible assets, net — 16,414 (b) 16,414

Other assets 4,020 333 (c) 4,353

Total assets acquired $ 312,301 $ 7,199 $ 319,500

Liabilities assumed:

Deposits $ 641,581 $ 137 (d) $ 641,718

Other liabilities 4,387 — 4,387

Total liabilities assumed $ 645,968 $ 137 $ 646,105

Net assets acquired $ ( 333,667 ) $ 7,062 $ ( 326,605 )

Total consideration received $ ( 274,801 )

Goodwill $ 51,804

(a) Loan fair value adjustments include:

$ 6,410 Loan interest rate mark

$ 3,298 Loan credit mark

$ 9,708 Total loan adjustment

(b) Represents a new core deposit intangible of $ 15.9 million to be amortized using the sum of the years digits method over a useful life of 10 years, and client-related wealth intangible of $ 0.5 million to be amortized straight line over a useful life of 10 years.

(d) Represents time deposits fair value adjustment.

NOTE 3 - EARNINGS PER SHARE

Basic earnings per common share data is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.

Basic earnings per common share data is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted earnings per common share gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method.

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

Net income available to common shareholders $ 181,516 $ 190,309 $ 199,002

Net income available to common stockholders $ 197,624 $ 181,516 $ 190,309

Weighted average common shares outstanding 36,987 37,357 37,370

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NOTE 4 - INVESTMENTS

The following table presents the amortized cost, gross unrealized gains and losses, allowance for credit losses and fair value of securities available-for-sale and held-to-maturity:

The following tables present the amortized cost, gross unrealized gains and losses, ACL and fair value of securities available-for-sale and held-to-maturity as of the periods indicated:

December 31, 2025

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Agency mortgage-backed securities 1,733,003 12,638 ( 36,330 ) 1,709,311

Corporate debt securities 21,198 — ( 452 ) 20,746

Treasury Bills 171,355 128 ( 499 ) 170,984

Corporate debt securities 19,448 109 ( 94 ) 19,463

Total securities available-for-sale $ 2,738,293 $ 16,865 $ ( 100,123 ) $ 2,655,035

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Total securities held-to-maturity $ 1,075,102 $ 11,186 $ ( 46,474 ) $ 1,039,814

Allowance for credit losses ( 257 )

Total securities held-to-maturity, net $ 1,074,957

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Agency mortgage-backed securities 1,090,495 1,072 ( 64,173 ) 1,027,394

Corporate debt securities 8,750 — ( 1,176 ) 7,574

Treasury Bills 130,565 34 ( 1,706 ) 128,893

Corporate debt securities 21,198 — ( 452 ) 20,746

Total securities available-for-sale $ 2,025,483 $ 1,187 $ ( 164,400 ) $ 1,862,270

4 unchanged sentences

Total securities held-to-maturity $ 929,192 $ 2,635 $ ( 72,956 ) $ 858,871

Allowance for credit losses ( 785 )

Total securities held-to-maturity, net $ 928,935

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Such amounts are amortized over the remaining life of the securities.

At December 31, 2024 and 2023, there were no holdings of securities of any one issuer in an amount greater than 10 % of shareholders’ equity, other than the U.S.

At December 31, 2025 and 2024, there were no holdings of securities of any one issuer in an amount greater than 10 % of stockholders’ equity, other than the U.S.

Government agencies and sponsored enterprises.

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Government agencies and sponsored enterprises.

Securities of $ 1.5 billion and $ 1.6 billion at December 31, 2024 and December 31, 2023, respectively, were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions, in addition to collateral securing borrowing bases with the FHLB and the Federal Reserve Bank.

Securities of $ 1.7 billion and $ 1.5 billion at December 31, 2025 and December 31, 2024, respectively, were pledged as collateral to secure deposits of public institutions and for other purposes as required by law or contract provisions, in addition to collateral securing borrowing bases with the FHLB and the Federal Reserve.

The amortized cost and estimated fair value of debt securities at December 31, 2025, by contractual maturity, are shown below.

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Agency mortgage-backed securities 266,639 1,215 377,787 35,115 644,426 36,330

Corporate debt securities 1,956 44 8,342 408 10,298 452

Treasury Bills 4,996 — 40,418 499 45,414 499

Corporate debt securities — — 3,406 94 3,406 94

$ 318,264 $ 1,482 $ 996,720 $ 98,641 $ 1,314,984 $ 100,123

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Agency mortgage-backed securities 423,600 6,763 478,790 57,410 902,390 64,173

Corporate debt securities — — 7,574 1,176 7,574 1,176

Treasury Bills 11,708 23 54,177 1,683 65,885 1,706

Corporate debt securities 1,956 44 8,342 408 10,298 452

$ 461,425 $ 7,105 $ 1,179,267 $ 157,295 $ 1,640,692 $ 164,400

The unrealized losses at both December 31, 2025 and 2024, were primarily attributable to changes in market interest rates since the securities were purchased.

In 2023, an allowance for credit losses on available-for-sale investment securities was established through a provision for credit losses of $ 4.2 million.

A debt security of $ 4.2 million was subsequently charged-off against that allowance.

At both December 31, 2024 and 2023, there was no ACL on available-for-sale securities outstanding.

At both December 31, 2025 and 2024, there was no ACL on available-for-sale securities.

Accrued interest receivable on held-to-maturity debt securities totaled $ 12.3 million and $ 8.6 million at December 31, 2025 and 2024, respectively, and is excluded from the estimate of expected credit losses.

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At December 31, 2025 and 2024, the ACL on held-to-maturity securities was $ 0.1 million and $ 0.3 million, respectively.

The proceeds, gross gains and losses realized from sales of available-for-sale investment securities were as follows:

The following table presents a summary of proceeds, gross gains and losses realized from sales of available-for-sale investment securities for the periods indicated:

Twelve months ended

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Gross gains realized $ 1,631 $ — $ 601

Gross losses realized ( 1,582 ) — —

Proceeds from sales 139,051 — 40,393

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The FHLB capital stock of $ 9.4 million, and $ 8.7 million at December 31, 2025 and 2024, respectively, is recorded at cost, which represents redemption value, and is included in other investments in the Consolidated Balance Sheets.

The remaining amounts in other investments primarily include various investments in SBICs, CDFIs, and the Company’s investment in unconsolidated trusts used to issue preferred securities to third parties, see “Note 10 – Subordinated Debentures and Notes.”

The remaining amounts in other investments primarily include various investments in SBICs, CDFIs, private equity investments and the Company’s investment in unconsolidated trusts used to issue preferred securities to third parties, see “Note 11 – Debt.”

NOTE 5 - LOANS

The following table presents a summary of loans by category:

($ in thousands) December 31, 2024 December 31, 2023

Commercial and industrial $ 4,720,428 $ 4,674,056

($ in thousands) December 31, 2025 (1)

December 31, 2024

C&I $ 5,236,473 $ 4,720,428

Real estate loans:

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Total real estate loans 6,504,151 6,219,197

Other 281,193 285,653

Consumer 60,469 281,193

Loans, before unearned loan fees 11,801,093 11,220,818

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Loans, including unearned loan fees $ 11,800,338 $ 11,220,355

(1) Certain loans were reclassified from Consumer and into other categories in 2025.

Prior period amounts were not adjusted.

The loan balance includes a net premium on acquired loans of $ 0.2 million and $ 7.8 million at December 31, 2025 and 2024, respectively.

At December 31, 2025 and 2024, loans of $ 6.3 billion and $ 5.7 billion, respectively, were pledged to the FHLB and the Federal Reserve.

The Company had no consumer mortgage loans secured by residential real estate in process of foreclosure as of December 31, 2024.

Consumer mortgage loans secured by residential real estate in process of foreclosure totaled $ 0.2 million at December 31, 2025.

Loans to executive officers and directors, or to entities in which such individuals had beneficial interests as a shareholder, officer, or director were immaterial and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively.

Such loans were made in the normal course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers and did not involve more than the normal risk of collectibility.

A summary of the activity, by loan category, in the allowance for credit losses on loans for 2022, 2023, and 2024 is as follows:

($ in thousands) Commercial and industrial CRE - investor owned CRE - owner occupied Construction and land development Residential real estate Other Total

Allowance for credit losses on loans:

The Company had no consumer mortgage loans secured by residential real estate in process of foreclosure as of December 31, 2024.

Loans to executive officers and directors, or to entities in which such individuals had beneficial interests as a stockholder, officer, or director were immaterial for the years ended December 31, 2025 and 2024.

Such loans were made in the normal course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other clients and did not involve more than the normal risk of collectibility.

The following table presents a summary of the activity, by loan category, in the ACL on loans for 2023, 2024, and 2025 as follows:

($ in thousands) C&I CRE - investor owned CRE - owner occupied Construction and land development Residential real estate Consumer Total

ACL on loans:

Balance, beginning of year $ 53,835 $ 36,191 $ 22,752 $ 11,444 $ 7,928 $ 4,782 $ 136,932

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Balance, end of year $ 58,886 $ 31,280 $ 23,405 $ 10,198 $ 6,142 $ 4,860 $ 134,771

Allowance for credit losses on loans:

ACL on loans:

Balance, beginning of year $ 58,886 $ 31,280 $ 23,405 $ 10,198 $ 6,142 $ 4,860 $ 134,771

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Balance, end of year $ 63,231 $ 34,217 $ 20,400 $ 9,837 $ 6,534 $ 3,731 $ 137,950

Allowance for credit losses on loans:

ACL on loans:

Balance, beginning of year $ 63,231 $ 34,217 $ 20,400 $ 9,837 $ 6,534 $ 3,731 $ 137,950

Provision (benefit) for credit losses 19,514 ( 44 ) ( 1,051 ) 4,418 1,402 ( 1,163 ) $ 23,076

Initial allowance on PSLs 971 1,034 1,257 1 17 18 $ 3,298

Charge-offs ( 23,326 ) ( 3,972 ) ( 2,061 ) ( 3,281 ) ( 912 ) ( 964 ) $ ( 34,516 )

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The Company has also recognized various risks posed by loans in certain segments, including the commercial office sector, by allocating additional reserves to those segments.

Some of the key risks to the forecasts that could result in future provision for credit losses are market reactions to the Federal Reserve policy actions that could push the economy into a recession, persistently higher inflation (including the impact of tariffs), tightening in the credit markets, and further weakness in the financial system.

In addition to the CECL methodology, the Company incorporates qualitative adjustments into the ACL on loans to capture credit risks inherent within the loan portfolio that are not captured in the DCF model.

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Of this amount, $ 20.9 million was allocated to Sponsor Finance loans due to their unsecured nature.

Gross charge-offs by loan class and year of origination is presented in the following table:

The following tables present a summary of gross charge-offs by loan class and year of origination:

December 31, 2025

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($ in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Converted to Term Loans Revolving Loans Total

Commercial and industrial $ 312 $ 2,646 $ 3,043 $ 35 $ 166 $ 772 $ 2,205 $ 3,589 $ 12,768

C&I $ 30 $ 2,159 $ 4,661 $ 1,280 $ 35 $ 1,167 $ 1,651 $ 11,870 $ 22,853

Commercial - investor owned — — — — 3,972 — — — 3,972

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Residential — — — — — 646 266 — 912

Other 4 17 — 58 — 79 103 1 262

Consumer — — — — 177 68 5 — 250

Total charge-offs by origination year $ 30 $ 2,753 $ 4,946 $ 1,426 $ 4,468 $ 5,914 $ 1,922 $ 11,870 $ 33,329

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($ in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Converted to Term Loans Revolving Loans Total

Commercial and industrial $ 600 $ 2,999 $ 1,940 $ 2,539 $ — $ — $ 12,533 $ 15,178 $ 35,789

C&I $ 312 $ 2,646 $ 3,043 $ 35 $ 166 $ 772 $ 2,205 $ 3,589 $ 12,768

Commercial - investor owned — — — 252 — 448 — — 700

Commercial - owner occupied — — 41 475 10 2,548 — — 3,074

Construction and land development — — — — 3,224 — — — 3,224

Residential — — 166 15 — 471 202 24 878

Other — 3 459 — — 319 12 — 793

Consumer 4 17 — 58 — 79 103 1 262

Total charge-offs by origination year $ 316 $ 2,663 $ 3,250 $ 835 $ 3,400 $ 4,318 $ 2,510 $ 3,614 $ 20,906

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Total gross charge-offs $ 21,874

The following tables present the recorded investment in nonperforming loans by category, excluding government guaranteed balances:

The following tables present the recorded balance in nonperforming loans by category, excluding government guaranteed balances:

December 31, 2025

($ in thousands) Non-accrual Loans over 90 days past due and still accruing interest Total nonperforming loans Nonaccrual loans with no allowance

Commercial and industrial $ 15,810 $ 11 $ 15,821 $ 4,279

($ in thousands) Nonaccrual Loans over 90 days past due and still accruing interest Total nonperforming loans Nonaccrual loans with no allowance

C&I $ 26,359 $ 1,620 $ 27,979 $ 14,800

Commercial - investor owned 36,988 — 36,988 23,685

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Residential 8,340 — 8,340 8,099

Other — 9 9 —

Consumer — 9 9 —

Total $ 81,180 $ 1,629 $ 82,809 $ 54,511

December 31, 2024

($ in thousands) Non-accrual Loans over 90 days past due and still accruing interest Total nonperforming loans Nonaccrual loans with no allowance

Commercial and industrial $ 7,641 $ 115 $ 7,756 $ 6,179

($ in thousands) Nonaccrual Loans over 90 days past due and still accruing interest Total nonperforming loans Nonaccrual loans with no allowance

C&I $ 15,810 $ 11 $ 15,821 $ 4,279

Commercial - investor owned 14,186 — 14,186 2,106

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Residential 258 — 258 —

Other — 5 5 —

Consumer — 9 9 —

Total $ 42,667 $ 20 $ 42,687 $ 16,123

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Interest income recognized on nonaccrual loans was immaterial in the years ending December 31, 2025, 2024, and 2023.

Collateral-dependent nonperforming loans by class of loan is presented as of the dates indicated:

The following tables present a summary of collateral-dependent nonperforming loans by class of loan as of the dates indicated:

December 31, 2025

Type of Collateral

($ in thousands) Commercial Real Estate Residential Real Estate Blanket Lien Other

Commercial and industrial $ — $ — $ 4,279 $ 3,495

($ in thousands) CRE Residential Real Estate Blanket Lien Other

C&I $ — $ 19 $ 3,391 $ 15,644

Commercial - investor owned 35,701 — — —

Commercial - owner occupied 4,610 456 — —

Residential — 8,099 — —

Total $ 40,311 $ 8,574 $ 3,391 $ 15,644

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Type of Collateral

($ in thousands) Commercial Real Estate Residential Real Estate Blanket Lien Other

Commercial and industrial $ 527 $ 1,864 $ 344 $ 3,445

($ in thousands) CRE Residential Real Estate Blanket Lien Other

C&I $ — $ — $ 4,279 $ 3,495

Commercial - investor owned 14,136 — — —

Commercial - owner occupied 7,521 482 486 —

Construction and land development 528 741 — —

Residential — 959 — —

Total $ 21,657 $ 482 $ 4,765 $ 3,495

The aging of the recorded investment in past due loans by class and category is presented as of the dates indicated.

The following tables present a summary of aging of the recorded balance in past due loans by class and category as of the dates indicated:

December 31, 2025

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Past Due Current Total

Commercial and industrial $ 1,948 $ 12,228 $ 14,176 $ 4,706,252 $ 4,720,428

C&I $ 6,822 $ 25,327 $ 32,149 $ 5,204,324 $ 5,236,473

Commercial - investor owned 3,627 38,063 41,690 2,945,216 2,986,906

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Residential 7,457 2,516 9,973 357,154 367,127

Other 34 9 43 281,150 281,193

Consumer 57 9 66 60,403 60,469

Loans, before unearned loan fees $ 28,118 $ 87,608 $ 115,726 $ 11,685,367 11,801,093

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Past Due Current Total

Commercial and industrial $ 3,445 $ 9,037 $ 12,482 $ 4,661,574 $ 4,674,056

C&I $ 1,948 $ 12,228 $ 14,176 $ 4,706,252 $ 4,720,428

Commercial - investor owned 1,377 14,333 15,710 2,592,045 2,607,755

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Residential 2,833 258 3,091 355,832 358,923

Other 82 4 86 285,567 285,653

Consumer 34 9 43 281,150 281,193

Loans, before unearned loan fees $ 16,835 $ 51,039 $ 67,874 $ 11,152,944 11,220,818

1 unchanged sentence

Total $ 11,220,355

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition.

The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty.

The Company uses a probability of default and loss given default model to determine the allowance for credit losses.

The ACL incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition.

The starting point for the estimate of the ACL is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty.

The Company uses a probability of default and loss given default model to determine the ACL.

An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

The effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance.

The effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL because of the measurement methodologies used to estimate the allowance.

The most common concession the Company provides to borrowers experiencing financial difficulty is a term extension.

In limited circumstances, the Company may modify loans by providing principal forgiveness or an interest rate reduction.

When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses.

When principal forgiveness is provided, the amortized cost basis of the asset is written off against the ACL.

The amount of the principal forgiveness is deemed to be uncollectible;

therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL.

In some cases, the Company will modify a loan by providing multiple types of concessions.

1 unchanged sentence

If the borrower continues to experience financial difficulty, another concession, such as an interest rate reduction or principal forgiveness, may be granted.

The following tables show the recorded investment at the end of the dates listed for loans modified to borrowers experiencing financial difficulty, disaggregated by loan class and type of concession granted:

Term Extension Payment Delay Total

The following tables present the recorded balance for the periods listed of loans modified to borrowers experiencing financial difficulty, disaggregated by loan class and type of concession granted:

Term Extension Interest Rate Reduction Total

Twelve months ended Twelve months ended Twelve months ended

3 unchanged sentences

2025 Percent of Total Loan Class

Commercial and industrial $ 43,094 0.91 % $ 567 0.01 % $ 43,661 0.92 %

C&I $ 51,384 0.98 % $ — — % $ 51,384 0.98 %

Commercial - investor owned 242 0.01 % — — % 242 0.01 %

2 unchanged sentences

Total $ 57,901 0.49 % $ 9,408 0.08 % $ 67,309 0.57 %

Term Extension

Twelve months ended

($ in thousands) December 31, 2023 Percent of Total Loan Class

Commercial and industrial $ 39,437 0.84 %

Term Extension Payment Delay Total

Twelve months ended Twelve months ended Twelve months ended

($ in thousands) December 31, 2024 Percent of Total Loan Class December 31, 2024 Percent of Total Loan Class December 31, 2024 Percent of Total Loan Class

C&I $ 43,094 0.91 % $ 567 0.01 % $ 43,661 0.92 %

Commercial - investor owned 256 0.01 % — — % 256 0.01 %

Commercial - owner occupied 12,890 0.54 % — — % 12,890 0.54 %

Construction and land development 1,137 0.15 %

Residential 69 0.02 % — — % 69 0.02 %

3 unchanged sentences

The following tables summarize the financial impacts of loan modifications made to borrowers experiencing financial difficulty and outstanding at the date indicated:

Weighted Average Term Extension (in months) Amount of Payment Delay

Weighted Average Term Extension (in months) Weighted Average Interest Reduction (%)

Twelve months ended Twelve months ended

($ in thousands) December 31, 2025 December 31, 2025

Commercial and industrial 6 $ 85

Commercial - investor owned 12 — %

1 unchanged sentence

Residential 4 — %

Weighted Average Term Extension (in months)

Twelve months ended

December 31, 2023

Commercial and industrial 5

Weighted Average Term Extension (in months) Amount of Payment Delay

Twelve months ended Twelve months ended

December 31, 2024 December 31, 2024

Commercial - investor owned 12 —

Commercial - owner occupied 22 —

Construction and land development 7

Residential 24 —

The following tables show the aging of the recorded investment in modified loans in the last 12 months by class at the date indicated:

The following tables present the aging of the recorded balance of modified loans in the last 12 months by class at the date indicated:

December 31, 2025

2 unchanged sentences

Past Due Total

Commercial and industrial $ 42,243 $ 567 $ 851 $ 43,661

C&I $ 50,388 $ 995 $ — $ 51,383

Commercial - investor owned 242 — — 242

6 unchanged sentences

Past Due Total

Commercial and industrial $ 39,187 $ 250 $ — $ 39,437

C&I $ 42,243 $ 567 $ 851 $ 43,661

Commercial - investor owned 256 — — 256

Commercial - owner occupied 11,972 — 918 12,890

Construction and land development 1,137 — — 1,137

Residential 69 — — 69

Other — 4 — 4

Total $ 54,540 $ 567 $ 1,769 $ 56,876

The following table summarizes loans that experienced a default during the twelve months ended December 31, 2024, subsequent to being granted a modification in the preceding twelve months.

All of these loans were charged-off during the preceding period.

The following table summarizes loans that experienced a default during the twelve months ended December 31, 2025 and December 31, 2024, subsequent to being granted a modification in the preceding twelve months.

These loans were charged-off during the preceding periods.

Default is defined as movement to nonperforming status, foreclosure or charge-off.

1 unchanged sentence

Twelve months ended

($ in thousands) December 31, 2024 Percent of Total Loan Class

Commercial and industrial $ 1,000 0.02 %

($ in thousands) December 31, 2025 Percent of Total Loan Class December 31, 2024 Percent of Total Loan Class

C&I $ — — % $ 1,000 0.02 %

Residential 460 0.13 % — — %

Consumer — — % 4 NM

Total $ 460 $ 1,004

There were no loans that experienced a default during the twelve months ended December 31, 2023 subsequent to being granted a modification in the preceding twelve months.

As of December 31, 2025 and December 31, 2024, the Company allocated an immaterial amount in specific reserves to loans that have been restructured.

15 unchanged sentences

The borrower may have declared bankruptcy or bankruptcy is likely in the near term.

All doubtful rated credits will be on non-accrual.

The recorded investment by risk category of the loans by class and year of origination is presented in the following tables as of the dates indicated:

All doubtful rated credits will be on nonaccrual.

The following tables present the recorded balance by risk category of the loans by class and year of origination as of the dates indicated:

December 31, 2025

1 unchanged sentence

($ in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Converted to Term Loans Revolving Loans Total

Commercial and industrial

Pass (1-6) $ 1,867,472 $ 793,869 $ 521,429 $ 298,735 $ 84,618 $ 96,374 $ 94,043 $ 1,153,331 $ 4,909,871

1 unchanged sentence

Classified (8-9) 47,637 26,370 4,861 10,964 54 845 24,043 36,659 151,433

Total Commercial and industrial $ 1,540,030 $ 999,999 $ 621,879 $ 174,574 $ 118,783 $ 70,109 $ 111,523 $ 1,018,882 $ 4,655,779

Commercial real estate-investor owned

Total C&I $ 1,932,109 $ 842,787 $ 552,765 $ 313,534 $ 89,543 $ 99,332 $ 140,157 $ 1,238,293 $ 5,208,520

CRE-investor owned

Pass (1-6) $ 857,292 $ 405,208 $ 380,247 $ 377,479 $ 287,917 $ 376,426 $ 55,616 $ 45,784 $ 2,785,969

1 unchanged sentence

Classified (8-9) 17,570 — — 6,965 26,697 20,469 — — 71,701

Total Commercial real estate-investor owned $ 599,854 $ 407,800 $ 479,952 $ 437,935 $ 281,997 $ 295,557 $ 35,887 $ 50,807 $ 2,589,789

Commercial real estate-owner occupied

Total CRE-investor owned $ 914,996 $ 458,514 $ 382,181 $ 384,444 $ 323,643 $ 401,466 $ 57,507 $ 45,784 $ 2,968,535

CRE-owner occupied

Pass (1-6) $ 471,422 $ 304,147 $ 296,817 $ 371,117 $ 364,894 $ 445,806 $ 3,391 $ 38,545 $ 2,296,139

1 unchanged sentence

Classified (8-9) 18,006 5,562 11,444 15,503 13,671 22,281 — — 86,467

Total Commercial real estate-owner occupied $ 441,482 $ 343,492 $ 447,117 $ 426,986 $ 258,215 $ 392,803 $ 890 $ 29,489 $ 2,340,474

Total CRE-owner occupied $ 497,242 $ 315,510 $ 322,991 $ 399,060 $ 382,997 $ 483,106 $ 3,391 $ 38,545 $ 2,442,842

Construction real estate

11 unchanged sentences

Classified (8-9) — — 2 — — 10 — — 12

Total Other $ 31,286 $ 8,384 $ 50,351 $ 55,844 $ 49,519 $ 32,846 $ 44 $ 48,238 $ 276,512

Total Consumer $ 1,466 $ 798 $ 792 $ 199 $ 26,824 $ 17,523 $ — $ 8,511 $ 56,113

Total loans classified by risk category $ 3,786,052 $ 1,866,413 $ 1,327,258 $ 1,136,662 $ 866,812 $ 1,087,344 $ 242,056 $ 1,418,090 $ 11,730,687

4 unchanged sentences

($ in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Converted to Term Loans Revolving Loans Total

Commercial and industrial

Pass (1-6) $ 1,477,552 $ 958,327 $ 607,626 $ 172,201 $ 117,845 $ 69,236 $ 87,059 $ 942,991 $ 4,432,837

1 unchanged sentence

Classified (8-9) 29,999 868 9,271 — 142 809 9,681 20,791 71,561

Total Commercial and industrial $ 1,633,085 $ 1,078,613 $ 355,722 $ 196,328 $ 124,217 $ 71,810 $ 12,943 $ 1,173,653 $ 4,646,371

Commercial real estate-investor owned

Total C&I $ 1,540,030 $ 999,999 $ 621,879 $ 174,574 $ 118,783 $ 70,109 $ 111,523 $ 1,018,882 $ 4,655,779

CRE-investor owned

Pass (1-6) $ 587,403 $ 402,899 $ 479,131 $ 374,155 $ 266,044 $ 281,232 $ 4,566 $ 48,808 $ 2,444,238

1 unchanged sentence

Classified (8-9) 256 — 821 20,274 13,564 4,702 — — 39,617

Total Commercial real estate-investor owned $ 508,168 $ 567,982 $ 544,868 $ 340,670 $ 168,338 $ 247,359 $ 5,270 $ 51,413 $ 2,434,068

Commercial real estate-owner occupied

Total CRE-investor owned $ 599,854 $ 407,800 $ 479,952 $ 437,935 $ 281,997 $ 295,557 $ 35,887 $ 50,807 $ 2,589,789

CRE-owner occupied

Pass (1-6) $ 420,774 $ 329,001 $ 437,731 $ 408,210 $ 246,024 $ 352,095 $ 890 $ 29,239 $ 2,223,964

1 unchanged sentence

Classified (8-9) 13,794 3,727 4,063 6,452 3,765 22,319 — 250 54,370

Total Commercial real estate-owner occupied $ 425,029 $ 492,635 $ 496,488 $ 315,072 $ 198,189 $ 354,164 $ 10,139 $ 31,529 $ 2,323,245

Total CRE-owner occupied $ 441,482 $ 343,492 $ 447,117 $ 426,986 $ 258,215 $ 392,803 $ 890 $ 29,489 $ 2,340,474

Construction real estate

11 unchanged sentences

Classified (8-9) — — — — — 5 — — 5

Total Other $ 10,071 $ 55,923 $ 82,238 $ 53,569 $ 9,382 $ 19,665 $ 7 $ 40,109 $ 270,964

Total Consumer $ 31,286 $ 8,384 $ 50,351 $ 55,844 $ 49,519 $ 32,846 $ 44 $ 48,238 $ 276,512

Total loans classified by risk category $ 3,076,181 $ 2,011,657 $ 1,834,627 $ 1,173,524 $ 742,512 $ 877,066 $ 163,737 $ 1,232,925 $ 11,112,229

2 unchanged sentences

In the tables above, loan originations in 2025 and 2024 with a classification of “special mention” or “classified” primarily represent renewals or modifications initially underwritten and originated in prior years.

The following tables summarize the risk category of the loans by loan type as of the dates indicated:

December 31, 2025

($ in thousands) Pass (1-6) Special Mention (7) Classified (8-9) Total

C&I $ 4,909,871 $ 147,216 $ 151,433 $ 5,208,520

Commercial - investor owned 2,785,969 110,865 71,701 2,968,535

Commercial - owner occupied 2,296,139 60,236 86,467 2,442,842

Construction and land development 675,659 10,762 1,163 687,584

Residential 342,380 6,548 18,165 367,093

Consumer 56,101 — 12 56,113

Total loans classified by risk category $ 11,066,119 $ 335,627 $ 328,941 $ 11,730,687

Total loans classified by performing status 69,651

December 31, 2024

($ in thousands) Pass (1-6) Special Mention (7) Classified (8-9) Total

C&I $ 4,432,837 $ 151,381 $ 71,561 $ 4,655,779

Commercial - investor owned 2,444,238 105,934 39,617 2,589,789

Commercial - owner occupied 2,223,964 62,140 54,370 2,340,474

Construction and land development 877,052 11,849 2,158 891,059

Residential 332,318 4,126 22,172 358,616

Consumer 264,741 11,766 5 276,512

Total loans classified by risk category $ 10,575,150 $ 347,196 $ 189,883 $ 11,112,229

Total loans classified by performing status 108,126

In the risk category tables above, guaranteed loan balances are included with a classification of “pass” due to the nature of these loans.

For certain loans, the Company evaluates credit quality based on the aging status.

The following tables present the recorded investment in loans based on payment activity as of the dates indicated:

The following tables present the recorded balance of loans based on payment activity as of the dates indicated:

December 31, 2025

($ in thousands) Performing Non Performing Total

Commercial and industrial $ 60,899 $ 11 $ 60,910

($ in thousands) Performing Nonperforming Total

C&I $ 22,778 $ 318 $ 23,096

Commercial - investor owned 16,323 — 16,323

1 unchanged sentence

Residential 589 — 589

Other 2,036 9 2,045

Consumer 3,513 9 3,522

Total $ 69,324 $ 327 $ 69,651

December 31, 2024

($ in thousands) Performing Non Performing Total

Commercial and industrial $ 26,076 $ 112 $ 26,188

($ in thousands) Performing Nonperforming Total

C&I $ 60,899 $ 11 $ 60,910

Commercial - investor owned 17,175 — 17,175

1 unchanged sentence

Residential 647 — 647

Other 4,406 5 4,411

Consumer 2,036 9 2,045

Total $ 108,106 $ 20 $ 108,126

5 unchanged sentences

All leases are classified as operating leases.

For the year ended December 31,

Year ended December 31,

($ in thousands) 2025 2024

4 unchanged sentences

Right-of-use assets obtained in exchange for lease obligations totaled $ 6.5 million and $ 2.0 million during the twelve months ended December 31, 2025 and 2024, respectively.

The additions in 2024 and 2023 were primarily from lease renewals.

Supplemental balance sheet information related to leases is as follows:

The additions in 2025 and 2024 were primarily from the Branch Acquisition during 2025 and lease renewals.

The following table presents supplemental balance sheet information related to leases for the periods indicated:

($ in thousands) December 31, 2025 December 31, 2024

4 unchanged sentences

Weighted average discount rate 4.1 % 4.0 %

Maturities of operating lease liabilities are as follows:

The following table summarizes the maturities of operating lease liabilities as of December 31, 2025:

($ in thousands)

4 unchanged sentences

Lessor Arrangements

The Company leases office space to a third party through an operating lease.

This lease has remaining lease terms of 18 months.

The Company leases office space to third parties through operating leases.

These agreements have remaining lease terms ranging from 30 months to 84 months.

Lessor income was $ 1.6 million and $ 1.9 million for the twelve months ended December 31, 2025 and 2024, respectively.

27 unchanged sentences

The Company has executed a series of cash flow hedges to fix the effective interest rate for payments due on $ 32.1 million of junior subordinated debentures to a weighted-average-fixed rate o f 2.64 %.

Select terms of the hedges are as follows:

The following table presents select terms of the hedges as follows:

($ in thousands)

2 unchanged sentences

$ 13,506 2.64 % March 17, 2026

During the next twelve months, the Company estimates $ 0.1 million will be reclassified as a decrease to interest expense and $ 0.5 million will be reclassified as a decrease to interest income.

Non-designated Hedges

Derivatives not designated as hedges are not considered speculative and result from a service the Company provides to certain customers.

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.

Derivatives not designated as hedges are not considered speculative and result from a service the Company provides to certain clients.

The Company executes interest rate swaps with commercial banking clients to facilitate their respective risk management strategies.

Those interest rate swaps are simultaneously hedged by offsetting derivatives the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions.

As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings as a component of other noninterest income.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of December 31st of the year presented.

As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the client derivatives and the offsetting derivatives are recognized directly in earnings as a component of other noninterest income.

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31st of the year presented:

Notional Amount Derivative Assets Derivative Liabilities

6 unchanged sentences

Interest rate swaps $ 878,278 $ 854,171 $ 10,110 $ 14,495 $ 10,114 $ 14,497

Derivative assets are classified on the Balance Sheet in other assets.

Derivative liabilities are classified on the Balance Sheet in other liabilities.

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s financial instruments subject to offsetting.

Derivative assets are reported in “Other assets” on the Consolidated Balance Sheet.

Derivative liabilities are reported in the Consolidated Balance Sheet in “Other liabilities.”

The following tables present a gross presentation, the effects of offsetting, and a net presentation of the Company’s financial instruments subject to offsetting.

The gross amounts of assets or liabilities can be reconciled to the tabular disclosure of fair value.

The fair value table above provides the location that financial assets and liabilities are presented on the Balance Sheet.

The fair value table above provides the location of financial assets and liabilities presented on the Consolidated Balance Sheet.

As of December 31, 2025

2 unchanged sentences

Interest rate swaps $ 11,986 $ — $ 11,986 $ 3,142 $ 6,470 $ 2,374

Interest rate collar 498 — 498 — — 498

Interest rate swaps $ 10,114 $ — $ 10,114 $ 3,142 $ — $ 6,972

Interest rate collars 1,056 — 1,056 — — 1,056

Securities sold under agreements to repurchase 292,782 — 292,782 — 292,782 —

3 unchanged sentences

Interest rate swaps $ 15,144 $ — $ 15,144 $ 4,975 $ 9,710 $ 459

Interest rate collar 514 — 514 — — 514

Interest rate swaps $ 17,636 $ — $ 17,636 $ 4,975 $ — $ 12,661

Interest rate collar 1,056 — 1,056 — — 1,056

Securities sold under agreements to repurchase 244,618 — 244,618 — 244,618 —

3 unchanged sentences

NOTE 8 - FIXED ASSETS

A summary of fixed assets is as follows:

The following table presents a summary of fixed assets:

($ in thousands) 2025 2024

5 unchanged sentences

Total fixed assets $ 58,993 $ 45,009

Depreciation and amortization of fixed assets included in noninterest expense amounted to $ 5.1 million, $ 5.1 million , $ 5.6 million in 2024, 2023, and 2022, respectively.

In 2023, the Company completed an asset sale-leaseback on a branch location in the Kansas City market and recorded a gain of $ 0.1 million.

Depreciation and amortization of fixed assets included in noninterest expense amounted to $ 6.8 million in 2025, and $ 5.1 million in 2024 and 2023, respectively.

NOTE 9 - GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill was $ 365.2 million for the years ending December 31, 2024 and 2023, respectively.

The table below presents a summary of intangible assets:

The following table presents a summary of goodwill:

($ in thousands) Years ended December 31,

Core deposit intangible, net, beginning of year $ 12,318 $ 16,919

Goodwill, beginning of year $ 365,164 $ 365,164

Additions from acquisition 51,804 —

Goodwill, end of year $ 416,968 $ 365,164

The following table presents a summary of other intangible assets:

($ in thousands) Years ended December 31,

Other intangible assets, net, beginning of year $ 8,484 $ 12,318

Additions from acquisition 16,414 —

Amortization ( 3,724 ) ( 3,834 )

Core deposit intangible, net, end of year $ 8,484 $ 12,318

Amortization expense on the core deposit intangibles was $ 3.8 million, $ 4.6 million, and $ 5.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The core deposit intangibles are being amortized over a 10 -year period.

The following table reflects the amortization schedule for the core deposit intangible at December 31, 2024.

Year Core Deposit Intangible ($ in thousands)

Other intangible assets, net, end of year $ 21,174 $ 8,484

At December 31, 2025, other intangible assets consist of $ 20.7 million in core deposit intangibles and $ 0.5 million in client-related wealth intangibles.

Amortization expense on other intangible assets was $ 3.7 million, $ 3.8 million, and $ 4.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The other intangible assets are being amortized over a 10-year period.

The following table summarizes the amortization schedule for other intangible assets at December 31, 2025:

($ in thousands)

After 2030 4,306

Total $ 21,174

NOTE 10 - DEPOSITS

Following is a summary of certificates of deposit maturities at December 31, 2024:

The following table summarizes certificates of deposit maturities at December 31, 2025:

($ in thousands) Brokered Customer Total

5 unchanged sentences

Greater than 5 years — 4,025 4,025

$ 484,588 $ 885,016 $ 1,369,604

Total $ 721,977 $ 947,406 $ 1,669,383

Certificates of deposit balances over the FDIC insurance limit of $250,000 were $ 289.9 million and $ 268.2 million as of December 31, 2025 and 2024, respectively.

At December 31, 2024 and 2023, deposit accounts of executive officers and directors, or to entities in which such individuals had beneficial interests as a shareholder, officer, or director totaled $ 0.9 million and $ 2.6 million, respectively.

At December 31, 2025 and 2024, deposit accounts of executive officers and directors, or to entities in which such individuals had beneficial interests as a stockholder, officer, or director totaled $ 0.5 million and $ 0.9 million, respectively.

The Company is a participant in certain networks that offer deposit placement services on a reciprocal basis that qualify large deposits for FDIC insurance.

1 unchanged sentence

At December 31, 2025 and 2024, overdraft deposits of $ 1.6 million and $ 17.2 million, respectively, were reclassified to loans.

NOTE 10 - SUBORDINATED DEBENTURES AND NOTES

NOTE 11 - DEBT

Subordinated Notes and Debentures

The following table summarizes the Company’s subordinated debentures at December 31:

38 unchanged sentences

The Company’s investment in these trusts of $ 2.9 million at December 31, 2025 and 2024 is included in other investments in the Consolidated Balance Sheets.

The Company has fixed the interest rate on a portion of its junior subordinated debentures through a

series of interest rate swaps.

The Company has fixed the interest rate on a portion of its junior subordinated debentures through a series of interest rate swaps.

For further discussion of the interest rate swaps and the corresponding terms, see “Note 7 – Derivative Financial Instruments.”

On May 21, 2020, EFSC issued $ 63.3 million of 5.75 % fixed-to-floating rate subordinated notes due in 2030 in a public offering (the “2030 Notes”).

From and including the date of issuance to, but excluding, June 1, 2025, the 2030 Notes will bear interest at a rate equal to 5.75 % per annum, payable semiannually in arrears on each June 1 and December 1.

From and including June 1, 2025 to, but excluding, the maturity date or the date of earlier redemption, the 2030 Notes will bear interest at a floating rate per annum equal to a benchmark rate (which is expected to be three-month term SOFR (as defined in the Indenture, dated May 21, 2020, between EFSC and U.S.

Bank National Association, as trustee, and subsequent First Supplemental Indenture)), plus 566.0 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2025.

Notwithstanding the foregoing, in event that the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.

The Company’s obligation to make payments of principal and interest on the notes is subordinate and junior in right of payment to all of its senior debt.

Current regulatory guidance allows for this subordinated debt to be treated as tier 2 regulatory capital for the first five years of its term, subject to certain limitations, and then phased out of tier 2 capital pro rata over the next five years.

NOTE 11 - FEDERAL HOME LOAN BANK ADVANCES

FHLB advances are collateralized by 1-4 family residential real estate loans, business loans, and certain commercial real estate loans.

On May 21, 2020, the Company issued $ 63.3 million of 5.75 % fixed-to-floating rate subordinated notes due in 2030 in a public offering (the “2030 Notes”).

From the date of issuance, the 2030 Notes bore interest at a rate equal to 5.75 % per annum, payable semiannually in arrears on each June 1 and December 1.

Beginning June 1, 2025, the 2030 Notes bore interest at a floating rate per annum equal to a benchmark rate of three-month term SOFR (as defined in the Indenture, dated May 21, 2020, between the Company and U.S.

Bank National Association, as trustee, and subsequent First Supplemental Indenture), plus 566 basis points.

On September 2, 2025, the Company redeemed the 2030 Notes funded through the issuance of a $ 63.3 million senior note at a rate of one-month Term SOFR plus a spread of 250 basis points.

Prior to being redeemed, the 2030 Notes bore interest at a floating rate then equal to 9.98 % per annum, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year.

FHLB Advances

FHLB advances are collateralized by 1-4 family residential real estate loans, business loans, and certain CRE loans.

At December 31, 2025 and 2024, the unpaid principal of the loans pledged to the FHLB of Des Moines was $ 2.9 billion and $ 2.6 billion, respectively.

1 unchanged sentence

The Company did not have any FHLB advances at December 31, 2025 or 2024.

NOTE 12 - OTHER BORROWINGS

Securities Sold Under Agreement to Repurchase

The Company enters into sales of securities under agreements to repurchase.

The agreements are transacted with deposit customers and are utilized as an overnight investment product.

The agreements are transacted with deposit clients and are utilized as an overnight investment product.

The amounts received under these agreements represent short-term borrowings and are reflected as a liability in the Consolidated Balance Sheets.

3 unchanged sentences

The Company manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.

A summary of securities sold under agreements to repurchase is as follows:

The following table summarizes securities sold under agreements to repurchase as of and for the periods indicated:

($ in thousands) 2025 2024

Securities sold under agreement to repurchase $ 244,618 $ 250,197

Average balance during the year 164,959 168,745

Maximum balance outstanding at any month-end during the year 244,618 250,197

Average interest rate during the year 3.44 % 2.16 %

Average interest rate at the year ended 3.09 % 3.56 %

Securities sold under agreement to repurchase balance $ 292,782 $ 244,618

Weighted average interest rate 2.90 % 3.44 %

Federal Reserve Line

The Bank also has a line with the Federal Reserve Bank of St.

The Bank also has a line with the Federal Reserve of St.

Louis which provides additional liquidity.

1 unchanged sentence

This line was secured by a pledge of certain eligible loans and securities aggregating $ 3.5 billion and $ 3.2 billion, at December 31, 2025 and 2024, respectively.

Included in the line at December 31, 2023 was $ 215.0 million related to the Bank Term Funding program that ended on March 11, 2024.

There were no amounts drawn on the Federal Reserve line of credit as of December 31, 2025 or 2024.

4 unchanged sentences

Revolving Credit Line

In February 2016, the Company entered into a senior unsecured revolving credit agreement (the “Revolving Agreement”) with another bank.

The Revolving Agreement had a one-year term that matured on February 22, 2025, allowed for borrowings up to $ 25 million, and had an interest rate of one-month Term SOFR plus 185 basis points until February 2025.

A fee of 0.40 % annually was assessed against the unused commitment.

The proceeds could be used for general corporate purposes.

The Revolving Agreement was subject to ongoing compliance with a number of customary affirmative and negative covenants as well as specified financial covenants.

Effective February 22, 2025, the Company entered into a credit agreement with another bank that includes a senior unsecured revolving credit commitment (the “Revolving Commitment”) and an option for a single advance term loan draw (“2025 Term Loan,” collectively the “Loan Agreement”).

The Revolving Commitment has a one-year term, maturing on February 21, 2026, allows for borrowings up to $ 25 million, and has an interest rate of one-month Term SOFR plus 185 basis points until February 2026.

In February 2026, the Revolving Commitment was renewed for a one-year term.

The proceeds can be used for general corporate purposes.

The revolving credit line was not accessed in 2025 or 2024.

In February 2019, the Company entered into a five year , $ 40.0 million unsecured term loan agreement (the “2019 Term Loan”) with another bank with the proceeds primarily used to fund the company’s cash portion of an acquisition in 2019.

The interest rate was one-month LIBOR plus 125 basis points until February 2022.

In February 2022, the interest rate on the Term Loan was amended to one-month Term SOFR plus 136 basis points.

The 2019 Term Loan agreement matured in February 2024 and was not renewed.

A summary of the Term Loan is as follows:

On September 2, 2025, the Company drew on the $ 63.3 million 2025 Term Loan for the specific purpose of redeeming the 2030 Notes.

The 2025 Term Loan is payable in 20 equal quarterly installments on March 31, June 30, September 30 and December 31 with a final installment due on the five year anniversary of the initial advance date.

The interest rate of the 2025 Term Loan is one-month Term SOFR plus 250 basis points.

The Loan Agreement is subject to ongoing compliance with a number of customary affirmative and negative covenants as well as specified financial covenants.

A fee of 0.40 % annually is assessed against the unused commitments.

The following table summarizes the term loans as of and for the periods indicated:

($ in thousands) 2025 2024

Term Loan $ — $ 11,429

Average balance during the year 1,624 14,959

Maximum balance outstanding at any month-end 11,429 17,143

Weighted average interest rate during the year 6.78 % 6.44 %

Average interest rate at December 31 — % 6.70 %

Term loan balance $ 58,732 $ —

Weighted average interest rate 6.68 % 6.78 %

NOTE 12 - LITIGATION AND OTHER CONTINGENCIES

7 unchanged sentences

In addition, the Company must maintain an additional CCB above the regulatory minimum ratio requirements.

The CCB is designed to insulate banks from periods of stress and impose constraints on dividends, share repurchases and discretionary bonus payments when capital levels fall below prescribed levels.

The capital ratios are presented in the following table:

The CCB is designed to insulate banks from periods of stress and impose constraints on dividends, common stock repurchases and discretionary bonus payments when capital levels fall below prescribed levels.

The following table presents the capital ratios as of the periods indicated:

EFSC Bank EFSC Bank To Be Well-Capitalized Minimum Ratio

Common Equity Tier 1 Capital to Risk Weighted Assets 11.8 % 12.4 % 11.3 % 12.2 % 6.5 % 7.0 %

CET1 Capital to Risk Weighted Assets 11.6 % 11.9 % 11.8 % 12.4 % 6.5 % 7.0 %

Tier 1 Capital to Risk Weighted Assets 12.8 % 11.9 % 13.1 % 12.4 % 8.0 % 8.5 %

1 unchanged sentence

Leverage Ratio (Tier 1 Capital to Average Assets) 10.5 % 9.7 % 11.1 % 10.5 % 5.0 % N/A

NOTE 15 - SHAREHOLDERS’ EQUITY AND COMPENSATION PLANS

Shareholders’ Equity

NOTE 14 - STOCKHOLDERS’ EQUITY AND COMPENSATION PLANS

Stockholders’ Equity

At December 31, 2025 and 2024, the Company has reserved the following shares of its authorized but unissued common stock for possible future issuance in connection with the following:

17 unchanged sentences

If any Series A Preferred Stock are redeemed, a proportionate number of depositary shares will also be redeemed.

The Company’s ability to pay dividends to its shareholders is generally dependent upon the payment of dividends by the Bank to the parent company.

The Company’s ability to pay dividends to its stockholders is generally dependent upon the payment of dividends by the Bank to the parent company.

The Bank cannot pay dividends to the extent it would be deemed undercapitalized by the FDIC after making such dividend.

2 unchanged sentences

Quarterly dividends have been declared and paid in all periods since the preferred stock was issued.

Dividends on the Company’s capital stock are prohibited under the terms of the junior subordinated debenture agreements, see “Note 10 – Subordinated Debentures and Notes,” if the Company is in continuous default on its payment obligations to the capital trusts, has elected to defer interest payments on the debentures or extends the interest payment period.

Dividends on the Company’s capital stock are prohibited under the terms of the junior subordinated debenture agreements, see “Note 11 – Debt,” if the Company is in continuous default on its payment obligations to the capital trusts, has elected to defer interest payments on the debentures or extends the interest payment period.

Furthermore, unless dividends on all outstanding shares of the Series A Preferred Stock for the most recently completed dividend period have been paid or declared, dividends on, and repurchases of, common stock is prohibited.

4 unchanged sentences

Balance, December 31, 2022

$ ( 144,549 ) $ 13,185 $ 1,032 $ ( 130,332 )

Net change 31,705 ( 2,605 ) 217 29,317

Transfer from available-for-sale to held-to-maturity ( 197 ) 197 — —

Balance, December 31, 2023

$ ( 112,844 ) $ 10,580 $ 1,249 $ ( 101,015 )

Net change ( 9,288 ) ( 2,492 ) ( 3,923 ) ( 15,703 )

Balance, December 31, 2024

$ ( 122,132 ) $ 8,088 $ ( 2,674 ) $ ( 116,718 )

Net change 60,126 ( 2,447 ) 4,452 62,131

Balance, December 31, 2025

$ ( 62,006 ) $ 5,641 $ 1,778 $ ( 54,587 )

The following table presents the pre-tax and after-tax changes in the components of other comprehensive income:

13 unchanged sentences

Compensation Plans

The Company has adopted share-based compensation plans to reward and provide long-term incentive for directors and key employees of the Company.

These plans provide for the granting of stock, stock options, stock-settled stock appreciation rights, and restricted stock units (“RSUs”), and may contain performance terms for key employees as designated by the Company’s Board of Directors upon the recommendation of the Compensation Committee of the Board.

The Company uses authorized and unissued shares to satisfy share award exercises.

The total excess income tax benefit for share-based compensation arrangements was immaterial for the year ended December 31, 2024, and $ 0.3 million and $ 0.1 million for the years ended December 31, 2023, and 2022, respectively.

At December 31, 2024, there was $ 14.0 million of total unrecognized compensation cost related to unvested share-based compensation awards.

The cost is expected to be recognized over a weighted-average term of approximately one year .

The following table summarizes share-based compensation expense:

The Company has adopted stock-based compensation plans to reward and provide long-term incentive for directors and key employees of the Company.

These plans provide for the granting of stock, stock options, stock-settled stock appreciation rights, and RSUs, and may contain performance terms for key employees as designated by the Board of Directors upon the recommendation of the Compensation Committee of the Board.

The Company uses authorized and unissued shares to satisfy stock award exercises.

The total excess income tax benefit for stock-based compensation arrangements was $ 0.6 million, immaterial, and $ 0.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

At December 31, 2025, there was $ 15.7 million of total unrecognized compensation cost related to unvested stock-based compensation awards.

The cost is expected to be recognized over a weighted-average term of approximately two years .

The following table summarizes stock-based compensation expense:

For the year ended December 31,

4 unchanged sentences

Employee stock purchase plan 733 523 644

Total share-based compensation expense $ 10,872 $ 10,146 $ 8,006

Total stock-based compensation expense $ 13,491 $ 10,872 $ 10,146

Performance Stock Units

5 unchanged sentences

The fair value of performance units issued upon vesting in 2025, 2024, and 2023 were $ 4.4 million, $ 2.6 million, and $ 1.6 million, respectively.

Information related to the outstanding grants at December 31, 2024 is shown below:

The following tables present information related to the outstanding performance stock units at December 31, 2025:

($ in thousands, except per share data) 2023-2025 Cycle 2024-2026 Cycle 2025-2027 Cycle

17 unchanged sentences

Sales of the units are restricted prior to vesting.

Various information related to the RSUs is shown below.

The following table presents various information related to the RSUs:

At or for the year ended December 31,

4 unchanged sentences

Weighted average grant date fair value per unit $ 56.22 $ 41.52 $ 50.46

A summary of the status of the Company’s RSU awards as of December 31, 2024 and changes during the year then ended is presented below.

The following table presents a summary of the status of the Company’s RSU awards as of December 31, 2025 and changes during the year then ended:

Shares Weighted Average Grant Date

24 unchanged sentences

Stock options have a vesting schedule of three to five years .

Following is a summary of stock option activity for 2024.

The following table is a summary of stock option activity for 2025:

Shares Weighted

12 unchanged sentences

The intrinsic value of options outstanding, expected to vest, and exercisable totaled $ 3.8 million, $ 3.8 million, and $ 1.8 million, respectively, in 2025.

In 2023, the intrinsic value of options outstanding and expected to vest totaled $ 1.5 million, and the intrinsic value of options exercisable was immaterial.

In 2024, the intrinsic value of options outstanding, expected to vest, and exercisable totaled $ 5.6 million, $ 5.6 million, and $ 1.5 million, respectively

Employee Stock Purchase Plan

6 unchanged sentences

At December 31, 2025, there were 61,782 shares of stock available for grant under the Stock Plan for Non-Management Directors, exclusive of 14,490 shares to be issued upon deferral release.

Various information related to the Director Plan is shown below.

The following table presents various information related to the Stock Plan for Non-Management Directors:.

At or for the year ended December 31,

9 unchanged sentences

NOTE 15 - INCOME TAXES

The components of income tax expense (benefit) for the years ended December 31, are as follows:

The following table presents the components of income tax expense (benefit) for the years ended December 31:

Year ended December 31,

7 unchanged sentences

Total income tax expense $ 82,343 $ 45,978 $ 52,467

A reconciliation of expected income tax expense, computed by applying the statutory federal income tax rate to income before income taxes reflected in the Consolidated Statements of Income is as follows:

The following table presents a reconciliation by rate and amount of expected income tax expense computed by applying the statutory federal income tax rate to income before income taxes reflected in the Consolidated Statements of Income to the effective income tax expense:

Year ended December 31,

Amount Rate Amount Amount

($ in thousands) 2025 2024 2023

Income tax expense at statutory rate $ 48,561 $ 51,770 $ 54,487

Increase (reduction) in income tax resulting from:

Tax-exempt interest income, net ( 5,124 ) ( 4,942 ) ( 4,351 )

Income tax expense at federal statutory rate $ 59,581 21.0 % $ 48,561 $ 51,770

Increase (decrease) in income tax resulting from:

State and local income taxes, net (1)

11,326 4.0 % 7,334 9,445

Federal tax credits:

New Markets Tax Credits ( 3,958 ) ( 1.4 ) % — —

Low-income housing tax credits (“LIHTC”) ( 1,764 ) ( 0.6 ) % 285 ( 56 )

Other federal tax credits ( 1,611 ) ( 0.6 ) % ( 5,619 ) ( 4,364 )

Total federal tax credits ( 7,333 ) ( 2.6 ) % ( 5,334 ) ( 4,420 )

ITC recapture 24,148 8.5 % — —

Nontaxable or nondeductible items:

Tax-exempt interest income, net ( 7,137 ) ( 2.5 ) % ( 5,124 ) ( 4,942 )

Bank-owned life insurance ( 1,558 ) ( 0.6 ) % ( 892 ) ( 888 )

Non-deductible expenses 3,152 1.1 % 1,524 2,059

Tax benefit of low-income housing tax credit ("LIHTC") investments, net 285 ( 56 ) ( 195 )

Excess tax benefits ( 623 ) ( 0.2 ) % 28 ( 251 )

Federal tax credits ( 5,619 ) ( 4,364 ) ( 3,661 )

Total nontaxable or nondeductible items ( 6,166 ) ( 2.2 ) % ( 4,464 ) ( 4,022 )

Other, net 787 0.3 % ( 119 ) ( 306 )

Total income tax expense $ 82,343 29.0 % $ 45,978 $ 52,467

The net amount recognized as a component of tax expense for tax credits, other tax benefits, and amortization from LIHTC investments recognized per the table above was immaterial for the years ended December 31, 2024 and December 31, 2023, and $ 0.2 million for the year ended December 31, 2022.

(1) State taxes in California made up the majority (greater than 50 percent) of the tax effect in this category.

As of December 31, 2025 and 2024, the carrying value of the investments related to low-income housing tax credits was $ 19.9 million and $ 16.7 million, respectively.

No impairment losses have been recognized from forfeiture or ineligibility of tax credits or other circumstances during the life of any of the investments.

No impairment losses have been recognized from forfeiture or ineligibility of tax credits or other circumstances during the life of any of the LIHTC investments.

The following table presents the components of income taxes paid disaggregated by jurisdiction for the year ended December 31:

($ in thousands) 2025

Federal $ 71,051

State and local:

California 6,932

All other state and local 4,888

Total state and local 11,820

Total income taxes paid $ 82,871

A net deferred income tax asset of $ 59.3 million and $ 85.4 million is included in other assets in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

The tax effect of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities is as follows:

The following table presents the tax effect of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities for the periods indicated:

Year ended December 31,

3 unchanged sentences

Loans held-for-sale 2,633 3,304

Other real estate 39 —

Deferred compensation 6,413 5,209

13 unchanged sentences

Right of use asset 6,032 5,644

Anticipated insurance proceeds 8,060 —

Other investments 10,901 10,233

9 unchanged sentences

The company determined it was more likely than not that some of the acquired net operating loss and tax credit assets would not be realized and has recognized a valuation allowance of $ 2.8 million at December 31, 2025 and 2024, respectively.

The Company and its subsidiaries file income tax returns in the federal jurisdiction and in thirty-one states and localities.

The Company and its subsidiaries file income tax returns in the federal jurisdiction and in 31 states and localities.

The Company is no longer subject to federal, state or local income tax audits by tax authorities for years before 2020, with the exception of 2016 and 2017 being open years by state taxing authorities.

1 unchanged sentence

As of December 31, 2025, the gross amount of unrecognized tax benefits was $ 6.0 million and the total amount of net unrecognized tax benefits that would impact the effective tax rate, if recognized, was $ 4.7 million compared to $ 4.0 million and $ 2.4 million as of December 31, 2024 and 2023, respectively.

The Company believes it is

reasonably possible the gross amount of unrecognized benefits will be reduced by approximately $ 0.3 million as a result of a lapse of statute of limitations in the next 12 months.

The Company is under audit by the state of California, Missouri, and Texas, and while the Company has concluded it has adequately provided for uncertain tax positions, the outcome of such audits are always uncertain and could result in additional tax expense, though immaterial.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense and classifies such interest and penalties in the liability for unrecognized tax benefits.

The Company is under audit by the state of California, Minnesota, and Missouri, and while the Company has concluded it has adequately provided for uncertain tax positions, the outcome of such audits are always uncertain and could result in additional tax expense.

The Company recognizes gross interest and penalties related to uncertain tax positions in income tax expense and classifies such interest and penalties in the liability for unrecognized tax benefits.

The amount accrued for interest and penalties was $ 3.1 million as of 2025, $ 2.1 million as of 2024, and $ 1.0 million as of 2023.

The activity in the gross liability for unrecognized tax benefits was as follows:

The following table summarizes the activity in the gross liability for unrecognized tax benefits for the periods presented:

($ in thousands) 2025 2024 2023

2 unchanged sentences

Additions for tax positions of prior years — 1,128 24

Settlements for tax positions of prior years — — ( 82 )

Settlements or lapse of statute of limitations ( 338 ) ( 401 ) ( 398 )

Balance at end of year $ 6,025 $ 5,016 $ 3,077

During 2025, a solar provider from which the Company had purchased $ 24.1 million of transferrable solar tax credits declared bankruptcy.

The bankrupt solar provider indirectly owned, through a complex structure of multiple entities, the solar projects generating the tax credits that the Company purchased.

As part of the bankruptcy, the bankrupt solar provider sold and transferred equity interests in certain of those entities.

As a result of this transfer, the $ 24.1 million of solar tax credits purchased by the Company were recaptured.

The Company previously purchased an insurance policy to insure against recapture risk and anticipates proceeds from the insurance policy to cover the $ 24.1 million of recaptured tax credits and approximately $ 8.0 million of incremental tax liability attributable to the anticipated insurance proceeds from the insured recaptured credits.

The Company has a receivable of $ 32.1 million related to the pending insurance claim included in “Other assets” in the Consolidated Balance Sheets as of December 31, 2025, and the anticipated proceeds from the insurance policy and increased tax liability are included in “Noninterest Income” and “Income Tax Expense,” respectively, in the Consolidated Statements of Income for the year ended December 31, 2025.

NOTE 16 - COMMITMENTS AND CONTINGENT LIABILITIES

2 unchanged sentences

Off-Balance-Sheet Commitments

The Company issues financial instruments in the normal course of the business of meeting the financing needs of its customers.

The Company issues financial instruments in the normal course of the business of meeting the financing needs of its clients.

These financial instruments include commitments to extend credit and standby letters of credit.

These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets.

The Company’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is not more than the contractual amount of these instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its Consolidated Balance Sheets.

The contractual amounts of off-balance-sheet financial instruments are as follows:

The following table summarizes the contractual amounts of off-balance-sheet financial instruments as of the periods indicated:

($ in thousands) December 31, 2025 December 31, 2024

1 unchanged sentence

Letters of credit 102,884 137,926

Tax credits 1,801 3,514

Tax credits NM 1,801

Limited partnership commitments 43,785 39,278

There was an insignificant amount of unadvanced commitments on impaired loans at December 31, 2025 and December 31, 2024.

Other liabilities include an allowance for credit losses on unadvanced commitments of $ 6.1 million and $ 6.6 million at December 31, 2024 and 2023, respectively.

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.

Other liabilities include an ACL on unadvanced commitments of $ 6.0 million and $ 6.1 million at December 31, 2025 and 2024, respectively.

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract.

Commitments usually have fixed expiration dates or other termination clauses, may have significant usage restrictions, and may require payment of a fee.

Of the total commitments to extend credit at December 31, 2025, and December 31, 2024, $ 124.9 million and $ 156.5 million, respectively, represent fixed rate loan commitments.

Since certain of the commitments may expire without being drawn upon or may be revoked, the

total commitment amounts do not necessarily represent future cash obligations.

The Company evaluates each customer’s credit worthiness on a case-by-case basis.

Since certain of the commitments may expire without being drawn upon or may be revoked, the total commitment amounts do not necessarily represent future cash obligations.

The Company evaluates each client’s credit worthiness on a case-by-case basis.

The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower.

Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.

These letters of credit are issued to support contractual obligations of the Company’s customers.

The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers.

The approximate remaining term of letters of credit range from one month to 3 years at December 31, 2024.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party.

These letters of credit are issued to support contractual obligations of the Company’s clients.

The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to clients.

The approximate remaining term of letters of credit range from one month to four years, six months at December 31, 2025.

The Company also has off-balance sheet commitments for purchases of tax credits and commitments for various capital raises for limited partnership investments .

6 unchanged sentences

• Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

• Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Fair value on a recurring basis

The following table summarizes financial instruments measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.

The following tables summarize financial instruments measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

December 31, 2025

6 unchanged sentences

Agency mortgage-backed securities — 1,709,311 — 1,709,311

Corporate debt securities — 20,746 — 20,746

Treasury Bills — 170,984 — 170,984

Corporate debt securities — 19,463 — 19,463

Total securities available-for-sale — 2,655,035 — 2,655,035

16 unchanged sentences

Agency mortgage-backed securities — 1,027,394 — 1,027,394

Corporate debt securities — 181,701 — 181,701

Treasury Bills — 128,893 — 128,893

Corporate debt securities — 20,746 — 20,746

Total securities available-for-sale — 1,862,270 — 1,862,270

25 unchanged sentences

Fair value estimates on individually-evaluated loans utilizing a discounted cash flow approach are also classified as Level 3.

• Other real estate.

These assets are initially reported at fair value, less cost to sell, and subsequently at the lower of cost or fair value, less cost to sell.

8 unchanged sentences

Individually-evaluated loans $ 2,200 $ — $ — $ 2,200

Other real estate 3,955 — — 3,955

OREO 81,544 — — 81,544

Total $ 83,744 $ — $ — $ 83,744

(1) The amounts represent balances measured at fair value during the period and still held as of the reporting date.

December 31, 2024

4 unchanged sentences

Individually-evaluated loans $ 15,370 $ — $ — $ 15,370

Other real estate 5,736 — — 5,736

OREO 3,955 — — 3,955

Total $ 19,325 $ — $ — $ 19,325

1 unchanged sentence

Carrying amount and fair value

Following is a summary of the carrying amounts and fair values of the Company’s financial instruments on the consolidated balance sheets at December 31, 2024 and 2023.

The following table is a summary of the carrying amounts and fair values of the Company’s financial instruments on the Consolidated Balance Sheets at December 31, 2025 and 2024.

This summary excludes certain financial assets and liabilities for which carrying value approximates fair value and financial instruments that are recorded at fair value on a recurring basis disclosed above.

23 unchanged sentences

In addition, these estimates do not reflect any premium or discount that could result from offering for sale the Company’s entire holdings of a particular financial instrument at one time.

Fair value estimates are based on existing on-balance and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

In addition, the tax ramifications related to the realization of the unrealized gains

and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates.

considered financial instruments.

In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates.

NOTE 18 - PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS

6 unchanged sentences

Total assets $ 2,194,291 $ 1,983,887

Liabilities and Shareholders’ Equity

Liabilities and Stockholders’ Equity

Subordinated debentures and notes $ 93,688 $ 156,551

1 unchanged sentence

Accounts payable and other liabilities 2,485 3,334

Shareholders' equity 1,824,002 1,716,068

Total liabilities and shareholders' equity $ 1,983,887 $ 1,887,646

Stockholders' equity 2,039,386 1,824,002

Total liabilities and stockholders' equity $ 2,194,291 $ 1,983,887

Condensed Statements of Income

19 unchanged sentences

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

Share-based compensation 1,675 4,439 8,006

Stock-based compensation 2,088 1,675 4,439

Net income of subsidiaries ( 214,915 ) ( 197,694 ) ( 203,433 )

6 unchanged sentences

Proceeds from distributions on other investments 960 2,549 3,314

Net cash provided by investing activities 3,521 2,312 1,691

Net cash provided by (used in) investing activities ( 226 ) 3,521 2,312

Cash flows from financing activities:

Paydown of subordinated debentures ( 63,250 ) — —

Proceeds from issuance of long-term debt 63,250 — —

Repayment of long-term debt ( 4,518 ) ( 11,429 ) ( 5,714 )

14 unchanged sentences

Community development fees 3,364 2,440 4,037

Net gain (loss) on sales of other real estate owned 3,089 187 ( 93 )

Net gain on OREO 6,255 3,089 187

Gain on SBA loan sales 4,188 1,415 2,015

Anticipated insurance proceeds 1

Other income 12,260 11,306 12,985

5 unchanged sentences

Loan, legal expenses 12,555 8,749 8,639

Other professional services 6,671 7,040 5,399

Outside services 5,449 6,671 7,040

Other expenses 33,771 29,706 32,332

Total other noninterest expenses $ 77,912 $ 70,530 $ 73,886

1 Represents anticipated proceeds from a pending insurance claim related to a third quarter 2025 solar tax credit recapture event.

NOTE 20 - SEGMENT REPORTING

The Company has determined it has one operating and reportable segment.

The economic characteristics, including the nature, the type or class of customer, and the nature of the regulatory environment of the products, services and business lines of the Company are all similar.

The Company provides a full range of banking services, including mortgage, tax credit brokerage, wealth management and traditional banking services, to individuals and corporate customers.

The economic characteristics, including the nature, the type or class of client, and the nature of the regulatory environment of the products, services and business lines of the Company are all similar.

The Company provides a full range of banking services, including mortgage, tax credit brokerage, wealth management and traditional banking services, to individuals and corporate clients.

Refer to “Item 8.

13 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data