EAGLE BANCORP INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 1. Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) Shareholders and the Board of Directors of Eagle Bancorp, Inc. Bethesda, Maryland Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Eagle Bancorp, Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 76 Table o f Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter 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 separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance and Provision for Credit Losses on Loans The allowance for credit losses (the “ACL”) is an accounting estimate of the expected credit losses in the HFI loans portfolio over the life of an exposure (or pool of exposures). Expected credit losses are measured on a collective (pooled) basis for financial assets with similar risk characteristics. The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans as described in Notes 1 and 4 of the consolidated financial statements. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company estimates expected credit losses for loans using a methodology based on a loan-level probability of default (“PD”) and Loss Given Default (“LGD”) cash flow method that is applied using an exposure at default model. Cash flow projections are at the loan level wherein payment expectations are adjusted for estimated prepayment speeds, PD rates, and LGD rates. The expected prepayment speeds are based on historical internal data. These historical loss rates are then modified to incorporate a reasonable and supportable forecast of future losses at the portfolio segment level. The ACL estimation process for loans applies economic forecast scenarios over a reasonable and supportable period of 18 months and reverts back to a historical loss rate over twelve months on a straight-line basis over the loan's remaining maturity. These historical loss rates are then modified to incorporate a reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments. We determined that auditing the allowance for credit losses on loans was a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the significant subjective and complex judgments made by management throughout the application processes, including the need to involve our valuation services specialists. The principal considerations resulting in our determination included the following: • Significant auditor judgment in evaluating the selection and application of the reasonable and supportable forecasts of economic variables and reasonableness of other model assumptions. • Significant auditor judgment and effort in evaluating the reasonableness of the qualitative adjustments used in the model computation. • Significant audit effort related to the completeness and accuracy of the high volume of data used to develop assumptions and in the model computation. Our audit procedures to address the critical audit matter included: Testing of internal controls over: • The Company’s significant model assumptions and judgments, reasonable and supportable forecasts, and information systems. • The Company’s preparation and review of the allowance for credit losses calculation, including the relevance and reliability of data used as the basis for adjustments related to the qualitative factors, the development and reasonableness of qualitative adjustments, and the mathematical accuracy and appropriateness of the overall calculation. • The completeness and accuracy of historical inputs, loan data used in the development of the PD and LGD assumptions, and the use of third-party data in the computation. 77 Table o f Contents Substantively testing management’s estimate, which included: • Assessing the reasonableness of assumptions and judgments related to the PD and LGD rates, with the assistance of our valuation specialists, by comparing the resulting historical loss experience to a group of the Company’s peers. • Evaluating the reasonableness of management’s judgments in the selection and application of reasonable and supportable forecasts of economic variables. • Evaluating management’s process for developing the qualitative factors, including evaluating management’s judgments and assumptions for reasonableness. • Assessing the relevance and reliability of data used to develop qualitative factors. • Evaluating the mathematical accuracy of the PD and LGD rates on a pooled loan level with the assistance of valuation specialists, including the completeness and accuracy of loan data used in the model. /s/ Crowe LLP We have served as the Company's auditor since 2021. Washington, D.C. February 27, 2025 78 Table o f Contents EAGLE BANCORP, INC. Consolidated Balance Sheets (dollars in thousands, except share and per share data) December 31, 2024 December 31, 2023 Assets Cash and due from banks $ 11,882 $ 9,047 Federal funds sold 2,581 3,740 Interest-bearing deposits with banks and other short-term investments 619,017 709,897 Investment securities available-for-sale (amortized cost of $ 1,408,935 and $ 1,668,316 , respectively, and allowance for credit losses of $ 22 and $ 17 , respectively) 1,267,404 1,506,388 Investment securities held-to-maturity, net of allowance for credit losses of $ 1,306 and $ 1,956 , respectively (fair value of $ 820,382 and $ 901,582 , respectively) 938,647 1,015,737 Federal Reserve and Federal Home Loan Bank stock 51,763 25,748 Loans held for investment, at amortized cost 7,934,888 7,968,695 Less allowance for credit losses ( 114,390 ) ( 85,940 ) Loans held for investment, net of allowance 7,820,498 7,882,755 Premises and equipment, net 7,694 10,189 Right-of-use assets - operating leases 18,494 19,129 Deferred income taxes 91,472 86,620 Bank-owned life insurance 115,806 112,921 Goodwill and other intangible assets, net 16 104,925 Other real estate owned 2,743 1,108 Other assets 181,491 176,334 Total Assets $ 11,129,508 $ 11,664,538 Liabilities and Shareholders’ Equity Liabilities Deposits: Noninterest-bearing demand $ 1,544,403 $ 2,279,081 Interest-bearing transaction 1,211,791 997,448 Savings and money market 3,599,221 3,314,043 Time deposits 2,775,663 2,217,467 Total deposits 9,131,078 8,808,039 Customer repurchase agreements 33,157 30,587 Other short-term borrowings 490,000 1,369,918 Long-term borrowings 76,108 — Operating lease liabilities 23,815 23,238 Reserve for unfunded commitments 3,463 5,590 Other liabilities 145,826 152,883 Total Liabilities 9,903,447 10,390,255 Shareholders’ Equity Common stock, par value $ 0.01 per share; shares authorized 100,000,000 , shares issued and outstanding 30,202,003 and 29,925,612 , respectively 298 296 Additional paid-in capital 384,932 374,888 Retained earnings 982,304 1,061,456 Accumulated other comprehensive income (loss) ( 141,473 ) ( 162,357 ) Total Shareholders’ Equity 1,226,061 1,274,283 Total Liabilities and Shareholders’ Equity $ 11,129,508 $ 11,664,538 See Notes to Consolidated Financial Statements. 79 Table o f Contents EAGLE BANCORP, INC. Consolidated Statements of Operations Years Ended December 31, (dollars in thousands, except per share data) 2024 2023 2022 Interest Income Interest and fees on loans $ 548,389 $ 518,080 $ 358,967 Interest and dividends on investment securities 49,971 54,660 51,481 Interest on balances with other banks and short-term investments 88,770 52,300 13,304 Interest on federal funds sold 433 287 861 Total interest income 687,563 625,327 424,613 Interest Expense Interest on deposits 320,421 257,544 83,261 Interest on customer repurchase agreements 1,271 1,218 356 Interest on other short-term borrowings 72,386 73,253 3,980 Interest on long-term borrowings 4,797 2,766 4,149 Total interest expense 398,875 334,781 91,746 Net Interest Income 288,688 290,546 332,867 Provision for (Reversal of) Credit Losses 66,360 31,536 266 Provision for (Reversal of) Credit Losses for Unfunded Commitments ( 2,127 ) ( 267 ) 1,477 Net Interest Income After Provision for (Reversal of) Credit Losses 224,455 259,277 331,124 Noninterest Income Service charges on deposits 6,843 6,455 5,399 Gain on sale of loans 57 418 3,702 Net gain (loss) on sale of investment securities 14 ( 11 ) ( 169 ) Increase in the cash surrender value of bank-owned life insurance 2,885 2,659 2,547 Other income 10,140 12,015 12,175 Total noninterest income 19,939 21,536 23,654 Noninterest Expense Salaries and employee benefits 87,768 86,096 84,053 Premises and equipment expenses 11,382 12,606 13,218 Marketing and advertising 5,449 3,359 4,721 Data processing 14,093 13,083 12,171 Legal, accounting and professional fees 9,286 10,787 8,583 FDIC insurance 29,009 11,853 4,969 SEC/FRB penalties — — 22,977 Goodwill impairment 104,168 — — Other expenses 13,479 15,509 14,406 Total noninterest expense 274,634 153,293 165,098 Income (Loss) Before Income Tax Expense ( 30,240 ) 127,520 189,680 Income Tax Expense 16,795 26,986 48,750 Net Income (Loss) $ ( 47,035 ) $ 100,534 $ 140,930 Earnings (Loss) Per Common Share Basic $ ( 1.56 ) $ 3.31 $ 4.40 Diluted $ ( 1.56 ) $ 3.31 $ 4.39 See Notes to Consolidated Financial Statements. 80 Table o f Contents EAGLE BANCORP, INC. Consolidated Statements of Comprehensive Income (Loss) Years Ended December 31, (dollars in thousands) 2024 2023 2022 Net Income (Loss) $ ( 47,035 ) $ 100,534 $ 140,930 Other comprehensive income (loss), net of tax: Unrealized gain (loss) on securities available-for-sale 15,406 32,519 ( 140,926 ) Reclassification adjustment for net (gains) losses included in net income (loss) ( 12 ) 8 111 Total unrealized gain (loss) on investment securities available-for-sale 15,394 32,527 ( 140,815 ) Unrealized loss on securities transferred to held-to-maturity — — ( 49,095 ) Amortization of unrealized loss on securities transferred to held-to-maturity 5,290 4,805 4,361 Total unrealized gain (loss) on investment securities held-to-maturity 5,290 4,805 ( 44,734 ) Unrealized gain (loss) on derivatives 200 ( 182 ) 284 Other comprehensive income (loss) 20,884 37,150 ( 185,265 ) Comprehensive Income (Loss) $ ( 26,151 ) $ 137,684 $ ( 44,335 ) See Notes to Consolidated Financial Statements. 81 Table o f Contents EAGLE BANCORP, INC. Consolidated Statements of Changes in Shareholders’ Equity (dollars in thousands, except share data) Common Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Shares Amount Balance at January 1, 2022 31,950,092 $ 316 $ 434,640 $ 930,061 $ ( 14,242 ) $ 1,350,775 Net Income — — — 140,930 — 140,930 Other comprehensive loss, net of tax — — — — ( 185,265 ) ( 185,265 ) Stock-based compensation expense — — 9,899 — — 9,899 Issuance of common stock related to options exercised, net of shares disposed for payroll taxes 3,289 — 97 — — 97 Issuance of common stock under share-based compensation arrangements 117,211 2 ( 2 ) — — — Issuance of common stock related to employee stock purchase plan 14,611 — 748 — — 748 Cash dividends declared ( $ 1.75 per share) — — — ( 55,776 ) — ( 55,776 ) Common stock repurchased ( 738,300 ) ( 8 ) ( 33,079 ) — — ( 33,087 ) Balance at December 31, 2022 31,346,903 310 412,303 1,015,215 ( 199,507 ) 1,228,321 Net Income — — — 100,534 — 100,534 Other comprehensive income, net of tax — — — — 37,150 37,150 Stock-based compensation expense — — 10,018 — — 10,018 Issuance of common stock under share-based compensation arrangements 157,560 1 ( 1 ) — — — Issuance of common stock related to employee stock purchase plan 21,149 — 586 — — 586 Cash dividends declared ($ 1.80 per share) — — — ( 54,293 ) — ( 54,293 ) Common stock repurchased ( 1,600,000 ) ( 15 ) ( 48,018 ) — — ( 48,033 ) Balance at December 31, 2023 29,925,612 296 374,888 1,061,456 ( 162,357 ) 1,274,283 Net Income (Loss) — — — ( 47,035 ) — ( 47,035 ) Other comprehensive income, net of tax — — — — 20,884 20,884 Stock-based compensation expense — — 9,561 — — 9,561 Issuance of common stock under share-based compensation arrangements 252,576 2 ( 2 ) — — — Issuance of common stock related to employee stock purchase plan 23,815 — 485 — — 485 Cash dividends declared ($ 1.065 per share) — — — ( 32,117 ) — ( 32,117 ) Common stock repurchased — — — — — — Balance at December 31, 2024 30,202,003 $ 298 $ 384,932 $ 982,304 $ ( 141,473 ) $ 1,226,061 See Notes to Consolidated Financial Statements. 82 Table o f Contents EAGLE BANCORP, INC. Consolidated Statements of Cash Flows Years Ended December 31, (dollars in thousands) 2024 2023 2022 Cash Flows From Operating Activities: Net Income (Loss) $ ( 47,035 ) $ 100,534 $ 140,930 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for credit losses 66,360 31,536 266 Provision for (reversal of) unfunded commitments ( 2,127 ) ( 267 ) 1,477 Goodwill impairment 104,168 — — Depreciation and amortization 3,198 3,480 3,319 Gains on sale of loans ( 57 ) ( 418 ) ( 3,702 ) Net (gain) loss on mortgage servicing rights ( 1,512 ) 142 ( 837 ) Securities premium amortization, net 5,416 6,189 9,011 Origination of loans held for sale — ( 29,690 ) ( 299,317 ) Proceeds from sale of loans held for sale — 36,842 343,503 Deferred income tax (benefit) expense 2,601 ( 3,377 ) 6,560 Net gain on sale of other real estate owned — ( 134 ) ( 248 ) Net increase in cash surrender value of bank owned life insurance ( 2,885 ) ( 2,659 ) ( 2,547 ) Net (gain) loss on call/sale of investment securities ( 14 ) 11 169 Stock-based compensation expense 9,561 10,018 9,899 Increase in other assets ( 7,703 ) ( 14,976 ) ( 26,162 ) Increase (decrease) in other liabilities ( 6,201 ) 58,395 12,581 Net cash provided by operating activities 123,770 195,626 194,902 Cash Flows From Investing Activities: Purchases of available-for-sale investment securities — — ( 425,263 ) Proceeds from maturities of available-for-sale investment securities 115,404 123,782 261,999 Proceeds from sale/call of available-for-sale investment securities 141,100 8,303 6,225 Purchase of held-to-maturity investment securities — — ( 290,740 ) Proceeds from maturities of held-to-maturity investment securities 70,235 78,251 115,777 Proceeds from call of held-to-maturity investment securities 11,868 2,906 8,350 Purchases of Federal Reserve Bank stock ( 2,383 ) ( 299 ) ( 288 ) Net proceeds from (purchases of) Federal Home Loan Bank stock ( 23,633 ) 39,618 ( 30,626 ) Proceeds from sale of mortgage servicing rights 4,798 — — Net increase in loans ( 6,982 ) ( 351,913 ) ( 570,977 ) Redemption of bank-owned life insurance — 736 338 Proceeds from sale of other real estate owned 656 987 241 Purchases of premises and equipment ( 326 ) ( 70 ) ( 2,113 ) Net cash provided by (used in) investing activities 310,737 ( 97,699 ) ( 927,077 ) Cash Flows From Financing Activities: Increase (decrease) in deposits 323,039 94,857 ( 1,268,358 ) Increase (decrease) in customer repurchase agreements 2,570 ( 4,513 ) 11,182 Net Increase (decrease) in short-term borrowings ( 880,000 ) 324,999 675,001 Net proceeds from long-term borrowings 75,812 — — Proceeds from exercise of equity compensation plans — — 97 Proceeds from employee stock purchase plan 485 586 748 Common stock repurchased — ( 48,033 ) ( 33,087 ) Cash dividends paid ( 45,617 ) ( 54,993 ) ( 55,776 ) Net cash provided by (used in) financing activities ( 523,711 ) 312,903 ( 670,193 ) Net Increase (Decrease) in Cash and Cash Equivalents ( 89,204 ) 410,830 ( 1,402,368 ) Cash and Cash Equivalents at Beginning of Period 722,684 311,854 1,714,222 Cash and Cash Equivalents at End of Period $ 633,480 $ 722,684 $ 311,854 See Notes to Consolidated Financial Statements. 83 Table o f Contents EAGLE BANCORP, INC. Consolidated Statements of Cash Flows - Continued Years Ended December 31, (dollars in thousands) 2024 2023 2022 Supplemental Cash Flow Information: Interest paid $ 438,222 $ 376,841 $ 90,590 Income taxes paid $ 8,210 $ 21,540 $ 23,453 Supplemental Non-Cash Disclosures: Initial recognition of operating lease right-of-use assets $ 5,786 $ 418 $ — Transfers of investment securities from available-for-sale to held-to-maturity $ — $ — $ 922,975 Transfer of loans for investment to loans held for sale $ 5,000 $ — $ — Transfers from loans to other real estate owned $ 2,370 $ — $ 475 See Notes to Consolidated Financial Statements. 84 Table o f Contents Eagle Bancorp, Inc. Notes to Consolidated Financial Statements Note 1 – Summary of Significant Accounting Policies Nature of Operations Eagle Bancorp, Inc. (the "Parent") and its subsidiaries (together with the Parent, the “Company”), through EagleBank (the “Bank”), conducts a full service community banking business, primarily in Northern Virginia, Suburban Maryland and Washington, D.C. The primary financial services offered by the Bank include real estate, commercial and consumer lending, as well as traditional deposit and repurchase agreement products. The Bank is also active in the origination of small business loans. The guaranteed portion of small business loans, guaranteed by the Small Business Administration ("SBA"), is typically sold to third party investors in a transaction apart from the loan’s origination. The Bank offers its products and services through twelve banking offices, four lending centers and various digital capabilities, including PC and smartphone-enabled banking services. Eagle Insurance Services, LLC, a subsidiary of the Bank that previously offered access to insurance products and services through a referral program with a third party insurance broker, continues to receive fee income in connection with such program. Landroval Municipal Finance, Inc., a subsidiary of the Bank, focuses on lending to municipalities by buying debt on the public market as well as direct purchase issuance. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company with all significant intercompany transactions eliminated. EagleBank, a Maryland chartered commercial bank, is the Company’s principal subsidiary. The investment in subsidiaries is recorded on the Company’s books (Parent Only) on the basis of its equity in the net assets of the subsidiary (see Note 24 "Parent Company Financial Information" for further detail) . Basis of Presentation The accounting and reporting policies of the Company conform to generally accepted accounting principles in the United States of America (“GAAP”) and to predominant practices in the banking industry. The Consolidated Financial Statements reflect all adjustments, consisting of normal recurring adjustments, that in the opinion of management are necessary to present fairly the results for the periods presented. Certain reclassifications have been made to 2023 amounts previously reported to conform to the 2024 presentation. Reclassifications had no effect on net income (loss) or shareholders' equity. The following is a summary of the significant accounting policies. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates and such differences could be material to the consolidated financial statements. The allowance for credit losses ("ACL") is a material estimate that is particularly susceptible to significant variance in the near-term. Cash and Cash Equivalents and Statements of Cash Flows For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, federal funds sold and interest bearing deposits with other banks that have an original maturity of three months or less. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, federal funds purchased, repurchase agreements and other borrowings. Interest Bearing Deposits in Other Financial Institutions Interest-bearing deposits in other financial institutions mature within one year and are carried at cost. Investment Securities The Company recognizes acquired securities on the trade date. Investment securities comprise debt securities, which are classified depending on the Company's intent and ability to hold the securities to maturity. Debt securities are classified as 85 Table o f Contents available-for-sale ("AFS") when management may have the intent to sell them prior to maturity. Debt securities are classified as held-to-maturity ("HTM") and carried at amortized cost when management has the positive intent and ability to hold them to maturity. AFS Securities are acquired as part of the Company’s asset/liability management strategy and may be sold in response to changes in interest rates, current market conditions, loan demand, changes in prepayment risk and other factors. AFS securities are carried at fair value, with unrealized gains or losses, other than impairment losses, being reported as accumulated other comprehensive income (loss), a separate component of shareholders’ equity, net of deferred income tax. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income in the Consolidated Statements of Operations. Premiums and discounts on investment securities are amortized/accreted to the earlier of call or maturity based on expected lives, which lives are adjusted based on prepayment assumptions and call optionality. Declines in the fair value of individual available-for-sale securities below their cost that are other-than-temporary in nature result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether other-than-temporary impairment has occurred include a downgrading of the security by a rating agency or a significant deterioration in the financial condition of the issuer. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include the: (1) magnitude of the decline in value; (2) financial condition of the issuer or issuers; and (3) structure of the security. Premiums and discounts on HTM securities, like AFS securities, are amortized or accreted to the earlier of call or maturity based on expected lives, which include prepayment adjustments and call optionality. Transfers of Investment Securities from Available-for-Sale to Held-to-Maturity Transfers of debt securities into the HTM category from the AFS category are made at amortized cost, net of unrealized gain or loss reported in accumulated other comprehensive income (loss) at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income (loss) and in the carrying value of the held-to-maturity securities. Such amounts are amortized over the remaining life of the security. The Company does not intend to sell the HTM investments, and it is more likely than not that the Company will not have to sell the securities before recovery of its amortized cost basis, which may be at maturity. For the impairment of investment securities please see "Allowance for Credit Losses - AFS Securities" and "Allowance for Credit Losses - HTM Securities" below. Loans The Company classifies loans in its portfolio as held for investment (“HFI”) when management has the intent and ability to hold the loans for the foreseeable future or until maturity or payoff. HFI loans are stated at the principal amount outstanding, net of unamortized deferred costs and fees. Interest income on loans is recognized at the contractual rate on the principal amounts outstanding. It is the Company’s policy to discontinue the accrual of interest when circumstances indicate that collection is doubtful. Loan origination fees, net of direct loan origination costs, and commitment fees are deferred and amortized on the interest method over the term of the loan. Past due loans are placed on nonaccrual status when the contractual payment of principal or interest has become 90 days past due or there is a clear indication that the borrower's cash flow may not be sufficient to meet payments as they become due, even when the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is well secured. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed through interest income. Interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. A loan is placed back on accrual status when both principal and interest are current and it is probable that we will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement. 86 Table o f Contents Allowance for Credit Losses The following table presents a breakdown of the current provision for credit losses included in our Consolidated Statements of Operations for the applicable periods: For the Years Ended December 31, (dollars in thousands) 2024 2023 2022 Provision for (reversal of) credit losses - loans $ 67,005 $ 30,346 $ 103 Provision for credit losses - HTM debt securities ( 645 ) 1,190 766 Provision for (reversal of) credit losses - AFS debt securities — — ( 603 ) Total Provision for credit losses $ 66,360 $ 31,536 $ 266 Allowance for Credit Losses - Loans The ACL - Loans is an estimate of the expected credit losses in the HFI loans portfolio. The Company's ACL on its loan portfolio is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries are recorded to the extent they do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The ACL - Loans is measured on a collective pool basis when similar risk characteristics are present. Reserves on loans that do not share similar risk characteristics are evaluated on an individual basis. Nonaccrual loans are specifically reviewed for loss potential and when deemed appropriate are assigned a reserve based on an individual evaluation. The remainder of the portfolio, representing all loans not evaluated individually for impairment, is pooled into portfolio segments by call report codes and a loan-level probability of default (“PD”) / Loss Given Default (“LGD”) cash flow method is applied using an exposure at default (“EAD”) model. These historical loss rates are then modified to incorporate our reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments. The Company uses regression analysis of historical internal and peer data provided by a third-party provider (as Company loss data is insufficient) to determine suitable credit loss drivers to utilize when modeling lifetime PD and LGD. This analysis also determines how expected PD will be impacted by different forecasted levels of the loss drivers. A similar process is employed to calculate a reserve assigned to off-balance sheet commitments, specifically unfunded loan commitments and letters of credit, and any needed reserve is recorded in reserve for unfunded commitments (“RUC”) on the Consolidated Balance Sheets. For periods beyond which we are able to develop reasonable and supportable forecasts, we revert to the historical loss rate on a straight-line basis over a twelve-month period. The Company uses a loan-level PD/LGD cash flow method with an EAD model to estimate expected credit losses. In accordance with ASC 326, expected credit losses are measured on a collective (pooled) basis for financial assets with similar risk characteristics. The bank groups collectively assessed loans using a call report code. Some unique loan types, such as Paycheck Protection Program ("PPP") loans, are grouped separately due to their specific risk characteristics. For each of the loan segments listed below, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speeds, PD rates and LGD rates. The modeling of expected prepayment speeds is based on historical internal data. EAD is based on each instrument's underlying amortization schedule in order to estimate the bank's expected credit loss exposure at the time of the borrower's potential default. A summary of our primary portfolio segments is as follows: Commercial . The commercial loan portfolio comprises lines of credit and term loans for working capital, equipment and other business assets across a variety of industries. These loans are used for general corporate purposes including financing working capital, internal growth and acquisitions; and are generally secured by accounts receivable, inventory, equipment and other assets of our clients’ businesses. Income producing – commercial real estate . Income producing commercial real estate loans comprise permanent and bridge financing provided to professional real estate owners/managers of commercial and residential real estate projects and properties who generally have a demonstrated record of past success with similar properties. Collateral properties include apartment buildings, office buildings, hotels, mixed-use buildings, retail, data centers, warehouse, and shopping centers. The primary source of repayment on these loans is generally expected to come from lease or operation of the real property collateral. Income producing commercial real estate loans are impacted by fluctuation in collateral values, as well as rental demand and rates. 87 Table o f Contents Owner occupied – commercial real estate. The owner occupied commercial real estate portfolio comprises permanent financing provided to operating companies and their related entities for the purchase or refinance of real property wherein their business operates. Collateral properties include industrial property, office buildings, religious facilities, mixed-use property, health care and educational facilities. Real Estate Mortgage – Residential. Real estate mortgage residential loans comprise consumer mortgages for the purpose of purchasing or refinancing first lien real estate loans secured by primary-residence, second-home and rental residential real property. Construction – commercial and residential . The construction commercial and residential loan portfolio comprises loans made to builders and developers of commercial and residential property, for renovation, new construction and development projects. Collateral properties include apartment buildings, mixed use property, residential condominiums, single and 1-4 residential property and office buildings. The primary source of repayment on these loans is expected to come from the sale, permanent financing or lease of the real property collateral. Construction loans are impacted by fluctuations in collateral values and the ability of the borrower or ultimate purchaser to obtain permanent financing. Construction – commercial and industrial ("C&I") (owner occupied) . The construction C&I (owner occupied) portfolio comprises loans to operating companies and their related entities for new construction or renovation of the real or leased property in which they operate. Generally these loans contain provisions for conversion to an owner occupied commercial real estate loan or to a commercial loan after completion of construction. Collateral properties include industrial, healthcare, religious facilities, restaurants and office buildings. Home Equity . The home equity portfolio comprises consumer lines of credit and loans secured by subordinate liens on residential real property. Other Consumer . The other consumer portfolio comprises consumer loans not secured by real property, including personal lines of credit and loans, overdraft lines and vehicle loans. This category also includes other loan items such as overdrawn deposit accounts as well as loans and loan payments in process. The ACL also includes a qualitative adjustment for inherent risks not reflected in the historical quantitative analysis associated with the reasonable and supportable forecast. Relevant factors include, but are not limited to, concentrations of credit risk, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies. While our methodology in establishing the reserve for credit losses attributes portions of the ACL and RUC to the commercial and consumer portfolio segments, the entire ACL and RUC is available to absorb credit losses expected in the total loan portfolio and total amount of unfunded credit commitments, respectively. Our model may reflect assumptions by management that are not covered by the qualitative and environmental factors, and we reevaluate all of its factors quarterly. For our cash flow model, management historically forecasted regional unemployment. During the first quarter of 2024, management enhanced the cash flow model to incorporate three macroeconomic variables in addition to national unemployment. The four economic variables selected, national unemployment, which was the original variable used, Commercial Real Estate ("CRE") Price Index, House Price Index and Gross Domestic Product ("GDP"), are incorporated by utilizing a Loss Driver Analysis approach that factors in historical losses, including during the Great Recession, of regional peer banks and the Bank. The updated model incorporates a weighting of three economic scenarios; baseline, upside and downside. The scenarios cover the four economic forecast variables, with each segment of the portfolio linked to two of these variables, depending on the segment. The loss driver analysis is spread over a reasonable and supportable period of 18 months and reverts back to a historical loss rate over twelve months on a straight-line basis over the loan's remaining maturity. Management leverages economic projections from reputable and independent third parties to inform its loss driver forecasts over the forecast period. The ACL also includes an amount for inherent risks not reflected in the historical analyses. Relevant factors include, but are not limited to, concentrations of credit risk, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies. While our methodology in establishing the ACL attributes portions of the ACL and RUC to the separate loan pools or segments, the entire ACL and RUC is available to absorb credit losses expected in the total loan portfolio and total amount of unfunded credit commitments, respectively. Portfolio segments are used to pool loans with similar risk characteristics and align with our methodology for measuring expected credit losses ("CECL"). 88 Table o f Contents We have several pass credit grades that are assigned to loans based on varying levels of risk, ranging from loans that are secured by cash or marketable securities, to watch list loans that have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring. Special mention loans are those that are currently protected by the sound worth and paying capacity of the borrower, but that are potentially weak and constitute an additional credit risk. These loans have the potential to deteriorate to a substandard grade due to the existence of financial or administrative deficiencies. Substandard loans have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Some substandard loans are inadequately protected by the sound worth and paying capacity of the borrower and of the collateral pledged and may be considered impaired. Substandard loans can be accruing or can be on nonaccrual depending on the circumstances of the individual loans. Loans graded as doubtful have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection in full highly questionable and improbable. The possibility of loss is extremely high. All doubtful loans are accounted for on a nonaccrual basis. Classified loans is the aggregation of loans graded substandard and doubtful. The methodology used in the estimation of the ACL, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the pool-basis allowance and individually assessed loans as the collectability of classified loans is evaluated with new information. As our portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to management committees and the Audit Committee of the Board of Directors (the "Board"). The committees' reports to the Board are part of the Board's review on a quarterly basis of our consolidated financial statements. When management determines that foreclosure is probable, and for certain collateral-dependent loans where foreclosure is not considered probable, expected credit losses are based on the estimated fair value of the collateral adjusted for selling costs, when appropriate. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless management has a reasonable expectation that a borrower will experience financial difficulty. We do not measure an ACL on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when loans are placed on nonaccrual status. Loans Held for Sale The Company regularly engages in the sale of the guaranteed portion of SBA loans originated by the Bank. The Company previously regularly engaged in sale of residential mortgage loans held for sale through the end 2022. In the first quarter of 2023, the Company ceased originations of first lien residential mortgage loans for secondary sale and completed residual origination and sales activities in the second quarter of 2023. The sale of the guaranteed portion of SBA loans on a servicing retained basis gives rise to an excess servicing asset, which is computed on a loan by loan basis with the unamortized amount being included in intangible assets in the Consolidated Balance Sheets. This excess servicing asset is being amortized on a straight-line basis (with adjustment for prepayments) as an offset to servicing fees collected and is included in other income in the Consolidated Statements of Operations. The Company originated multifamily FHA loans through the Department of Housing and Urban Development’s Multifamily Accelerated Program. The Company securitized these loans through the Government National Mortgage Association ("Ginnie Mae") MBS I program and sells the resulting securities in the open market to authorized dealers in the normal course of business and periodically bundles and sells the servicing rights. When servicing was retained on multifamily FHA loans securitized and sold, the Company computed an excess servicing asset on a loan by loan basis. During the year ended December 31, 2024, the Company sold the remaining servicing rights to all multifamily FHA loans. Unamortized multifamily FHA mortgage servicing rights ("MSRs") were zero as of December 31, 2024 and $ 2.3 million as of December 31, 2023. Noninterest Income includes gains from the sale of the Ginnie Mae securities and net revenues earned on the servicing of multifamily FHA loans underlying the Ginnie Mae securities. Revenue from servicing commercial multifamily FHA mortgages is recognized as earned based on the specific contractual terms of the underlying servicing agreements, along with amortization of and changes in impairment of MSRs. 89 Table o f Contents Collateral Dependent Financial Assets For collateral dependent loans for which the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the net present value ("NPV") from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. Loan Modifications to Borrowers in Financial Difficulty The Company evaluates loan restructurings to determine if we have a loan modification and whether it results in a new loan or the continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there are principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. A loan that is considered a modified loan may be subject to an individually-evaluated loan analysis if the commitment is $ 500 thousand or greater; otherwise, the restructured loan remains in the appropriate segment in the ACL model and associated provisions are adjusted based on changes in the discounted cash flows resulting from the modification of the restructured loan. Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status, foreclosure or repossession of the collateral to minimize economic loss to the Company. Allowance for Credit Losses - AFS Securities For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either criteria is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income, as a non-credit-related impairment. The entire amount of an impairment loss is recognized in earnings (loss) only when: (1) the Company intends to sell the security; or (2) it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings (loss), with the remaining portion being recognized in other comprehensive income (loss), net of deferred taxes. Changes in the ACL are recorded as a provision for (or reversal of) credit losses. Losses are charged against the allowance when management believes the uncollectability of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met. We have made a policy election to exclude accrued interest from the amortized cost basis of AFS debt securities and report accrued interest separately in accrued interest and other assets in the Consolidated Balance Sheets. AFS debt securities are placed on nonaccrual status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on nonaccrual status. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable. 90 Table o f Contents Allowance for Credit Losses - HTM Securities The Company separately evaluates its HTM investment securities for any credit losses. The Company pools like securities and calculates expected credit losses through an estimate based on a security's credit rating, which is recognized as part of the ACL for HTM securities and included in the balance of HTM securities on the Consolidated Balance Sheets. If the Company determines that a security indicates evidence of deteriorated credit quality, the security is individually evaluated and a discounted cash flow analysis may be performed and compared to the amortized cost basis. Loan Commitments and Allowance for Credit Losses on Off-Balance Sheet Credit Exposures Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records a RUC on off-balance sheet credit exposures through a charge to provision for credit loss expense in the Company's Consolidated Statement of Operations. The RUC on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur and is included in the RUC on the Company’s Consolidated Balance Sheets. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization computed using the straight-line method for financial reporting purposes. Premises and equipment are depreciated over the useful lives of the assets, which generally range from three to seven years for furniture, fixtures and equipment, three to five years for computer software and hardware and five to twenty years for leasehold improvements. Leasehold improvements are amortized over the terms of the respective leases, which may include renewal options where management has the positive intent to exercise such options or the estimated useful lives of the improvements, whichever is shorter. The costs of major renewals and betterments are capitalized, while the costs of ordinary maintenance and repairs are expensed as incurred. These costs are included as a component of premises and equipment expenses on the Consolidated Statements of Operations. Other Real Estate Owned (OREO) Assets acquired through loan foreclosure are held for sale and are recorded at fair value less estimated selling costs when acquired, establishing a new cost basis. The new basis is supported by appraisals that are generally no more than twelve months old. Costs after acquisition are generally expensed. If the fair value of the asset declines, a write-down is recorded through noninterest expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in market conditions or appraised values. Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets acquired. Other intangible assets include purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives. All intangible assets are subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives. Goodwill is deemed to have an indefinite useful life and as such is not subject to amortization, and instead is subject to impairment testing at the reporting unit level, which must be conducted either at least annually, as well as when events or changes in circumstances indicate the assets might be impaired and/or upon the occurrence of a triggering event. Various factors, such as the Company’s results of operations, the trading price of the Company’s common stock relative to the book value per share, macroeconomic conditions and conditions in the banking sector, inform whether a triggering event for an interim goodwill impairment test has occurred. Goodwill is recorded and evaluated for impairment at its reporting unit, the Company. The Company's policy is to test goodwill for impairment annually as of December 31, or on an interim basis if an event triggering an impairment assessment is determined to have occurred. The Company has determined that it has a single reporting unit. If the fair values of the reporting unit exceed the book value, no write-down of recorded goodwill is required. If the fair value of a reporting unit is less than book value, an expense 91 Table o f Contents may be required to write-down the related goodwill to the proper carrying value. Any impairment would be recorded through a reduction of goodwill or other intangible asset and an offsetting charge to noninterest expense. Testing of goodwill impairment comprises a two-step process. First, the Company performs a qualitative assessment to evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that an impairment has occurred, it proceeds to the quantitative impairment test, whereby it calculates the fair value of the reporting unit and compares it with its carrying amount, including goodwill. In its performance of impairment testing, the Company has the unconditional option to proceed directly to the quantitative impairment test, bypassing the qualitative assessment. If the carrying amount of the reporting unit exceeds the fair value, the amount by which the carrying amount exceeds fair value, up to the carrying value of goodwill, is recorded through earnings (loss) as an impairment charge. If the results of the qualitative assessment indicate that it is not more likely than not that an impairment has occurred, or if the quantitative impairment test results in a fair value of the reporting unit that is greater than the carrying amount, then no impairment charge is recorded. During the second quarter ended June 30, 2024, Management determined that a triggering event had occurred as a result of the share price trading under book value for more than four quarters due to the impact of changing macroeconomic conditions and rising interest rates on the banking industry, resulting in a sustained decrease in the Company's stock price. As a result of the triggering event, the Company engaged a third-party service provider to assist Management with the determination of the fair value of the Company during the second quarter of 2024. The valuation indicated that the fair value did not exceed the carrying amount of the Company's sole reporting unit as of May 31, 2024 which resulted in a determination that goodwill had become fully impaired. The goodwill impairment charge of $ 104.2 million reduced the carrying value of the Company's goodwill to zero as of June 30, 2024. The impaired goodwill was primarily related to the acquisition of the Virginia Heritage Bank in October 2014. The impairment charge did not impact our cash flows, liquidity ratios, core operating performance, or regulatory capital ratios. Interest Rate Swap Derivatives As required by ASC Topic 815, " Derivatives and Hedging ", the Company records all derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings (loss) effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Revenue Recognition The majority of our revenue-generating transactions are not subject to ASC 606 "Revenue from Contracts with Customers", including revenue generated from financial instruments, such as loans, letters of credit, derivatives and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Substantially all of the Company’s revenue is generated from contracts with customers. Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our Statements of Operations as components of noninterest income are as follows: • Service charges on deposit accounts (i.e. automated teller machine ("ATM") fees) - These represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations is generally received at the time the performance obligations are satisfied. • Other Fees (i.e. insurance commissions, investment advisory fees, credit card fees, interchange fees) – Generally, the Company receives compensation when a customer that it refers opens an account with certain third-parties. 92 Table o f Contents • Sale of OREO – The Company assesses whether it is “probable” that it will collect the consideration to which it will be entitled in exchange for transferring the asset to the customer. Customer Repurchase Agreements The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, securities sold under agreements to repurchase are accounted for as collateralized financing arrangements and not as a sale and subsequent repurchase of securities. The agreements are entered into primarily as accommodations for large commercial deposit customers. The obligation to repurchase the securities is reflected as a liability in the Company’s Consolidated Balance Sheets, while the securities underlying the securities sold under agreements to repurchase remain in the respective asset accounts and are delivered to and held as collateral by third party trustees. Marketing and Advertising Marketing and advertising costs are generally expensed as incurred. Income Taxes The Company employs the asset and liability method of accounting for income taxes as required by ASC 740, “ Income Taxes .” Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities (i.e. temporary differences) and are measured at the enacted rates that will be in effect when these differences reverse. We recognize deferred tax assets ("DTA") to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our DTAs in the future in excess of their recorded amount, we would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, the Company believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely to be realized upon settlement with the applicable taxing authority. The Company's policy is to recognize interest accrued and penalties on income taxes in other noninterest expense. Transfer of Financial Assets Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. In certain cases, the recourse to the Bank to repurchase assets may exist but is deemed immaterial based on the specific facts and circumstances. Stock-Based Compensation In accordance with ASC Topic 718, “Compensation,” the Company records as salaries and employee benefits expense on its Consolidated Statements of Operations an amount equal to the amortization (over the remaining service period) of the fair value of option and restricted stock awards computed at the date of grant. Salary and employee benefits expense on variable stock grants (i.e., performance based grants) is recorded based on the probability of achievement of the goals underlying the performance grant. Refer to Note 16 - "Stock-Based Compensation" for a description of stock-based compensation awards, activity and expense for the years ended December 31, 2024, 2023 and 2022. The Company records the discount from the fair market value of shares issued under its Employee Share Purchase Plan as a component of Salaries and employee benefits expense in its Consolidated Statement of Operations. 93 Table o f Contents Earnings (Loss) per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period measured. Diluted earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period including the potential dilutive effects of common stock equivalents. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on debt securities available for sale, debt securities transferred to HTM from AFS, and derivatives, net of taxes. Other comprehensive income (loss) is recognized as a separate component of equity. Loss Contingencies Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe such matters exist that will have a material effect on the financial statements. Segment Reporting The Company has one reporting unit, one operating segment and, consequently, a single reportable segment. Refer to Note 25 - "Segment Reporting" for further details. New Authoritative Accounting Guidance Accounting Standards Pending Adoption ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative" ("ASU 2023-06") incorporates into the Accounting Standards Codification (ASC or Codification) several U.S. Securities and Exchange Commission ("SEC") disclosure requirements under Regulations S-K and S-X. The amendments in the ASU are intended to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. These requirements are similar to, but require additional information than, generally accepted accounting principles. These new updates modify the disclosure or presentation requirements of a variety of Topics in the Codification. Entities should apply the amendments in ASU 2023-06 prospectively. For entities subject to the SEC’s existing disclosure requirements and for entities that have to file or provide financial statements with or to the SEC for the purpose of selling or issuing securities that do not have contractual limits on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. As a result, the effective date will be different for each individual disclosure based on the effective date of the SEC’s deletion of the related disclosure. Early adoption is prohibited. For all other entities, the effective date will be two years later. Early adoption is permitted for these entities, but not before the provisions of the ASU become effective for entities subject to SEC’s regulation. The effective dates of the amendments are predicated on the SEC removing its related disclosure requirements from its regulations. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We are currently in the process of evaluating this guidance. ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The ASU requires additional income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 and interim periods within those fiscal years. The Company is currently evaluating the effect that ASU 2023-09 will have on its consolidated financial statements. ASU No. 2024-01, "Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards" ("ASU 2024-01") clarifies how an entity determines whether a profits interest or similar award (hereafter a "profits interest award") is accounted for either (1) as a share-based payment arrangement, and therefore, within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 also 94 Table o f Contents improves the clarity and operation of the guidance in ASC 718-10-15-3. The guidance in ASU 2024-01 applies to all entities that issue profits interest awards as compensation to employees or non-employees in exchange for goods or services. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The amendments should be applied (i) retrospectively to all prior periods presented in the financial statements or (ii) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. If the amendments are applied prospectively, an entity is required to disclose the nature of and reason for the change in accounting principle. We are currently in the process of evaluating this guidance. ASU No. 2024-02, "Codification Improvements—Amendments to Remove References to the Concepts Statements" ("ASU 2024-02") amends the Accounting Standard Codification (“Codification”) by removing references to various concepts statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. As stated in paragraph 105-10-05-3 of the Codification, FASB Concepts Statements are non-authoritative. These amendments will simplify the Codification which will further draw a distinction between authoritative and non-authoritative literature. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early application of the amendments is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments using one of the following transition methods: (1) prospectively to all new transactions recognized on or after the date that the entity first applies the amendments, or (2) retrospectively to the beginning of the earliest comparative period presented in which the amendments were first applied. We are currently in the process of evaluating this guidance. ASU No. 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements at interim and annual reporting periods. ASU 2024-03 adds to ASC 220-40 to require a footnote disclosure about specific expenses by requiring public business entities to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently in the process of evaluating this guidance. Accounting Standards Adopted in 2024 ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." ("ASU 2023-07") requires filers to disclose significant segment expenses, an amount and description for other segment items, the title and position of the entity’s chief operating decision maker ("CODM") and an explanation of how the CODM uses the reported measures of profit or loss to assess segment performance, and, on an interim basis, certain segment related disclosures that previously were required only on an annual basis. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing segment reporting requirements and that an entity is permitted to disclose multiple measures of segment profit or loss, provided that certain criteria are met. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since early adoption is permitted, the Company adopted the guidance prescribed under ASU 2023-07 effective January 1, 2024. Adoption of this guidance did not have a material impact on our consolidated financial statements for fiscal year 2024. 95 Table o f Contents Note 2 – Cash and Due from Banks In the years ended December 31, 2024 and 2023, the Bank maintained average daily balances at the Federal Reserve Bank of Richmond ("Federal Reserve Bank") of $ 1.8 billion and $ 1.1 billion, respectively, on which interest is paid. Additionally, the Bank maintains interest-bearing balances with the Federal Home Loan Bank of Atlanta ("FHLB") and noninterest-bearing balances with domestic correspondent banks to cover associated costs for services they provide to the Bank. Note 3 – Investment Securities The following tables summarize the Company's investment in AFS and HTM securities by major security type: (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Value December 31, 2024 Investment securities available-for-sale: U.S. treasury bonds $ 24,988 $ — $ ( 212 ) $ — $ 24,776 U.S. agency securities 600,277 — ( 41,742 ) — 558,535 Residential mortgage-backed securities 719,815 36 ( 94,535 ) — 625,316 Commercial mortgage-backed securities 53,248 — ( 4,303 ) — 48,945 Municipal bonds 8,607 — ( 593 ) — 8,014 Corporate bonds 2,000 — ( 160 ) ( 22 ) 1,818 Total available-for-sale securities $ 1,408,935 $ 36 $ ( 141,545 ) $ ( 22 ) $ 1,267,404 (dollars in thousands) Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value December 31, 2024 Investment securities held-to-maturity: Residential mortgage-backed securities $ 605,904 $ — $ ( 85,941 ) $ 519,963 Commercial mortgage-backed securities 88,575 — ( 13,069 ) 75,506 Municipal bonds 114,060 — ( 11,389 ) 102,671 Corporate bonds 131,414 — ( 9,172 ) 122,242 Total 939,953 $ — $ ( 119,571 ) $ 820,382 Less: allowance for credit losses ( 1,306 ) Total held-to-maturity securities, net of ACL $ 938,647 (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Value December 31, 2023 Investment securities available-for-sale: U.S. treasury bonds $ 49,894 $ — $ ( 1,993 ) $ — $ 47,901 U.S. agency securities 729,090 — ( 57,693 ) — 671,397 Residential mortgage-backed securities 823,992 45 ( 96,684 ) — 727,353 Commercial mortgage-backed securities 54,557 — ( 4,993 ) — 49,564 Municipal bonds 8,783 — ( 293 ) — 8,490 Corporate bonds 2,000 — ( 300 ) ( 17 ) 1,683 Total available-for-sale securities $ 1,668,316 $ 45 $ ( 161,956 ) $ ( 17 ) $ 1,506,388 96 Table o f Contents (dollars in thousands) Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Estimated Fair Value December 31, 2023 Investment securities held-to-maturity: Residential mortgage-backed securities $ 670,043 $ — $ ( 79,980 ) $ 590,063 Commercial mortgage-backed securities 90,227 — ( 12,867 ) 77,360 Municipal bonds 125,114 5 ( 8,540 ) 116,579 Corporate bonds 132,309 — ( 14,729 ) 117,580 Total 1,017,693 $ 5 $ ( 116,116 ) $ 901,582 Less: allowance for credit losses ( 1,956 ) Total held-to-maturity securities, net of ACL $ 1,015,737 In addition, at December 31, 2024 and December 31, 2023, the Company held $ 51.8 million and $ 25.7 million in non marketable equity securities, respectively, in a combination of Federal Reserve System ("Federal Reserve Board," "Federal Reserve" or "FRB") and FHLB stocks, which are required to be held for regulatory purposes. These securities cannot be disposed of other than through redemption by the issuer and, if redeemed, would be redeemed at the original cost. The securities are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value. The Company reassessed classification of certain investments in the first quarter of 2022 and, effective March 31, 2022, it transferred a total of $ 1.1 billion of MBS, municipal bonds and corporate bonds from available-for-sale to held-to-maturity securities, including $ 237.0 million of securities acquired in the first quarter of 2022 for which its intention to hold to maturity was finalized. At the time of transfer, the Company reversed the allowance for credit losses associated with the available-for-sale securities through the provision for credit losses. The securities were transferred at their amortized cost basis, net of any remaining unrealized gain or loss reported in accumulated other comprehensive income (loss). The related unrealized loss of $ 66.2 million was included in other comprehensive loss at the time of transfer and, as of December 31, 2024, $ 44.8 million remains in accumulated other comprehensive loss, to be amortized out through interest income as a yield adjustment over the remaining term of the securities. No gain or loss was recorded at the time of transfer. Subsequent to transfer, the allowance for credit losses on these securities was evaluated under the accounting policy for held-to-maturity securities. Accrued interest receivable on investment securities totaled $ 6.6 million and $ 7.6 million at December 31, 2024 and December 31, 2023, respectively. The accrued interest on investment securities is excluded from the amortized cost of the securities and is reported in other assets in the Consolidated Balance Sheets. The following tables summarize, by length of time, the Company's AFS securities that have been in a continuous unrealized loss position and HTM securities that have been in a continuous unrecognized loss position: Less than 12 Months 12 Months or Greater Total (dollars in thousands) Number of Securities Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses December 31, 2024 Investment securities available-for-sale: U.S. treasury bonds 1 $ — $ — $ 24,776 $ ( 212 ) $ 24,776 $ ( 212 ) U.S. agency securities 71 2,300 ( 8 ) 556,235 ( 41,734 ) 558,535 ( 41,742 ) Residential mortgage-backed securities 148 7,530 ( 128 ) 616,392 ( 94,407 ) 623,922 ( 94,535 ) Commercial mortgage-backed securities 13 — — 48,945 ( 4,303 ) 48,945 ( 4,303 ) Municipal bonds 1 — — 8,014 ( 593 ) 8,014 ( 593 ) Corporate bonds 1 — — 1,818 ( 160 ) 1,818 ( 160 ) Total 235 $ 9,830 $ ( 136 ) $ 1,256,180 $ ( 141,409 ) $ 1,266,010 $ ( 141,545 ) 97 Table o f Contents Less than 12 Months 12 Months or Greater Total (dollars in thousands) Number of Securities Estimated Fair Value Unrecognized Losses Estimated Fair Value Unrecognized Losses Estimated Fair Value Unrecognized Losses December 31, 2024 Investment securities held-to-maturity: Residential mortgage-backed securities 140 $ — $ — $ 519,963 $ ( 85,941 ) $ 519,963 $ ( 85,941 ) Commercial mortgage-backed securities 16 — — 75,506 ( 13,069 ) 75,506 ( 13,069 ) Municipal bonds 36 4,026 ( 75 ) 98,645 ( 11,314 ) 102,671 ( 11,389 ) Corporate bonds 30 1,928 ( 77 ) 110,280 ( 9,095 ) 112,208 ( 9,172 ) Total 222 $ 5,954 $ ( 152 ) $ 804,394 $ ( 119,419 ) $ 810,348 $ ( 119,571 ) Less than 12 Months 12 Months or Greater Total (dollars in thousands) Number of Securities Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses December 31, 2023 Investment securities available-for-sale: U.S. treasury bonds 2 $ — $ — $ 47,901 $ ( 1,993 ) $ 47,901 $ ( 1,993 ) U.S. agency securities 78 3,084 ( 4 ) 668,313 ( 57,689 ) 671,397 ( 57,693 ) Residential mortgage-backed securities 149 — — 718,042 ( 96,684 ) 718,042 ( 96,684 ) Commercial mortgage-backed securities 13 — — 49,564 ( 4,993 ) 49,564 ( 4,993 ) Municipal bonds 1 — — 8,490 ( 293 ) 8,490 ( 293 ) Corporate bonds 1 — — 1,683 ( 300 ) 1,683 ( 300 ) Total 244 $ 3,084 $ ( 4 ) $ 1,493,993 $ ( 161,952 ) $ 1,497,077 $ ( 161,956 ) Less than 12 Months 12 Months or Greater Total (dollars in thousands) Number of Securities Estimated Fair Value Unrecognized Losses Estimated Fair Value Unrecognized Losses Estimated Fair Value Unrecognized Losses December 31, 2023 Investment securities held-to-maturity: Residential mortgage-backed securities 142 $ — $ — $ 590,063 $ ( 79,980 ) $ 590,063 $ ( 79,980 ) Commercial mortgage-backed securities 16 — — 77,360 ( 12,867 ) 77,360 ( 12,867 ) Municipal bonds 40 — — 113,031 ( 8,540 ) 113,031 ( 8,540 ) Corporate bonds 30 — — 105,523 ( 14,729 ) 105,523 ( 14,729 ) Total 228 $ — $ — $ 885,977 $ ( 116,116 ) $ 885,977 $ ( 116,116 ) Unrealized losses at December 31, 2024 were generally attributable to changes in market interest rates and interest spread relationships subsequent to the dates the securities were originally purchased, and were considered to be temporary, and not due to credit quality concerns on the investment securities. The fair values of these securities are expected to recover as the securities approach their respective maturity dates. The Company does not intend to sell and it is likely that it will not be required to sell the securities prior to their anticipated recovery. The Company measures its AFS and HTM securities portfolios for current expected credit losses as part of its ACL analysis. For further information on provision for credit losses on AFS and HTM securities, see Allowance for Credit Losses discussion in "Note 1. Summary of Significant Accounting Policies". As of December 31, 2024 and 2023, the Company had an allowance for credit losses outstanding of 22 thousand and 17 thousand, respectively, on its AFS securities and $ 1.3 million and $ 2.0 million, respectively, on its HTM securities, each of which primarily comprise allowances for corporate bonds. 98 Table o f Contents The following table summarizes the Company's investment in AFS securities and HTM securities by contractual maturity. Expected maturities for MBS will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2024 (dollars in thousands) Amortized Cost Estimated Fair Value Investment securities available-for-sale: Within one year $ 188,499 $ 184,939 One to five years 359,242 331,649 Five to ten years 68,580 59,826 Beyond ten years 19,551 16,751 Residential mortgage-backed securities 719,815 625,316 Commercial mortgage-backed securities 53,248 48,945 Less: allowance for credit losses — ( 22 ) Total investment securities available-for-sale 1,408,935 1,267,404 Investment securities held-to-maturity: Within one year 6,946 6,900 One to five years 64,060 61,728 Five to ten years 105,977 96,087 Beyond ten years 68,491 60,198 Residential mortgage-backed securities: 605,904 519,963 Commercial mortgage-backed securities 88,575 75,506 Less: allowance for credit losses ( 1,306 ) — Total investment securities held-to-maturity 938,647 820,382 Total $ 2,347,582 $ 2,087,786 During the years ended December 31, 2024, 2023 and 2022, proceeds from the sale or call of investment securities were $ 153.0 million, $ 11.2 million and $ 14.6 million, respectively. During the year ended December 31, 2024, gross realized gains on sales and calls of investment securities were $ 14 thousand and gross realized losses on sales of investment securities were $ 0 . During the year ended December 31, 2023, gross realized gains on sales of investment securities were $ 129 thousand and gross realized losses on sales of investment securities were $ 140 thousand. During the year ended December 31, 2022, gross realized gains on sales of investment securities were $ 18 thousand and gross realized losses on sales of investment securities were $ 187 thousand. At December 31, 2024 and 2023, the book value of securities pledged as collateral for certain government deposits, securities sold under agreements to repurchase and certain lines of credit with correspondent banks was $ 0.4 billion and $ 2.1 billion, respectively, which were well in excess of required amounts in order to operationally provide significant reserve amounts for new business. As of December 31, 2024 and 2023, there were no holdings of securities of any one issuer, other than the U.S. Government and U.S. agency securities, which exceeded ten percent of shareholders’ equity. 99 Table o f Contents Note 4 – Loans and Allowance for Credit Losses The Bank makes loans to customers primarily in the Washington, D.C. metropolitan area and surrounding communities. A substantial portion of the Bank’s loan portfolio consists of loans to businesses secured by real estate and other business assets. HFI Loans, net of unamortized net deferred fees, at December 31, 2024 and 2023 are summarized by portfolio segment as follows: December 31, 2024 December 31, 2023 (dollars in thousands) Amount % Amount % Commercial $ 1,183,341 15 % $ 1,473,766 18 % PPP loans 287 — % 528 — % Income producing - commercial real estate 4,064,846 51 % 4,094,614 51 % Owner occupied - commercial real estate 1,269,669 16 % 1,172,239 15 % Real estate mortgage - residential 50,535 1 % 73,396 1 % Construction - commercial and residential 1,210,763 15 % 969,766 12 % Construction - C&I (owner occupied) 103,259 1 % 132,021 2 % Home equity 51,130 1 % 51,964 1 % Other consumer 1,058 — 401 — Total loans 7,934,888 100 % 7,968,695 100 % Less: allowance for credit losses ( 114,390 ) ( 85,940 ) Net loans (1) $ 7,820,498 $ 7,882,755 (1) Excludes accrued interest receivable of $ 42.9 million and $ 45.3 million at December 31, 2024 and 2023, respectively, which were recorded in other assets on the Consolidated Balance Sheets. Unamortized net deferred fees and costs were $ 18.8 million and $ 27.0 million at December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the Bank serviced $ 63.7 million and $ 328.0 million, respectively, of SBA loans and other loan participations, which are not reflected as loan balances on the Consolidated Balance Sheets. During the year ended December 31, 2024, the Company sold the remaining servicing rights to all FHA loans for net proceeds of $ 4.8 million and a gain on sale of $ 1.5 million. Real estate loans are secured primarily by duly recorded first deeds of trust or mortgages. In some cases, the Bank may accept a recorded junior trust position. In general, borrowers will have a proven ability to build, lease, manage and/or sell a commercial or residential project and demonstrate satisfactory financial condition. Additionally, an equity contribution toward the project is customarily required. Construction loans require that the financial condition and experience of the general contractor and major subcontractors be satisfactory to the Bank. Guaranteed, fixed price contracts are required whenever appropriate, along with payment and performance bonds or completion bonds for larger scale projects. Loans intended for residential land acquisition, lot development and construction are made on the premise that the land: 1) is or will be developed for building sites for residential structures; and 2) will ultimately be utilized for construction or improvement of residential zoned real properties, including the creation of housing. Residential development and construction loans will finance projects such as single family subdivisions, planned unit developments, townhouses and condominiums. Residential land acquisition, development and construction ("ADC") loans generally are underwritten with a maximum term of 36 months, including extensions approved at origination. Commercial land acquisition and construction loans are secured by real property where loan funds will be used to acquire land and to construct or improve appropriately zoned real property for the creation of income producing or owner-occupied commercial properties. Borrowers are generally required to put equity into each project at levels determined by the appropriate approval authority. Commercial land acquisition and construction loans generally are underwritten with a maximum term of 24 months. Substantially all construction draw requests must be presented in writing on American Institute of Architects documents and certified either by the contractor, the borrower and/or the borrower’s architect. Each draw request shall also include the borrower’s soft cost breakdown certified by the borrower or their Chief Financial Officer. Prior to an advance, the Bank or its contractor inspects the project to determine that the work has been completed, to justify the draw requisition. 100 Table o f Contents Commercial permanent loans are generally secured by improved real property which is generating income in the normal course of operation. Debt service coverage, assuming stabilized occupancy, must be satisfactory to support a permanent loan. The debt service coverage ratio ("DSCR") is ordinarily at least 1.15 to 1.0 . As part of the underwriting process, DSCRs are stress tested assuming a 200 basis point increase in interest rates from their current levels. Commercial permanent loans generally are underwritten with a term not greater than 10 years or the remaining useful life of the property, whichever is lower. The preferred term is between five to seven years , with amortization to a maximum of 25 years. The Company’s loan portfolio includes ADC real estate loans including both investment and owner occupied projects. ADC loans amounted to $ 1.8 billion at December 31, 2024. A portion of the ADC portfolio, both speculative and non-speculative, includes loan funded interest reserves at origination. ADC loans that provide for the use of interest reserves represent approximately 59 % of the outstanding ADC loan portfolio at December 31, 2024. The decision to establish a loan-funded interest reserve is made upon origination of the ADC loan and is based upon a number of factors considered during underwriting of the credit including: (1) the feasibility of the project; (2) the experience of the sponsor; (3) the creditworthiness of the borrower and guarantors; (4) borrower equity contribution; and (5) the level of collateral protection. When appropriate, an interest reserve provides an effective means of addressing the cash flow characteristics of a properly underwritten ADC loan. The Company does not significantly utilize interest reserves in other loan products. The Company recognizes that one of the risks inherent in the use of interest reserves is the potential masking of underlying problems with the project and/or the borrower’s ability to repay the loan. In order to mitigate this inherent risk, the Company employs a series of reporting and monitoring mechanisms on all ADC loans, whether or not an interest reserve is provided, including: (1) construction and development timelines which are monitored on an ongoing basis which track the progress of a given project to the timeline projected at origination; (2) a construction loan administration department independent of the lending function; (3) third party independent construction loan inspection reports; (4) monthly interest reserve monitoring reports detailing the balance of the interest reserves approved at origination and the days of interest carry represented by the reserve balances as compared to the then current anticipated time to completion and/or sale of speculative projects; and (5) quarterly commercial real estate construction meetings among senior Company management, which includes monitoring of current and projected real estate market conditions. If a project has not performed as expected, it is not the customary practice of the Company to increase loan funded interest reserves. 101 Table o f Contents The following table details activity in the ACL by portfolio segment for the years ended December 31, 2024, 2023 and 2022. PPP loans are excluded from these tables since they do not carry an allowance for credit loss, as these loans are fully guaranteed as to principal and interest by the SBA, whose guarantee is backed by the full faith and credit of the U.S. Government. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. (dollars in thousands) Commercial Income Producing - Commercial Real Estate Owner Occupied - Commercial Real Estate Real Estate Mortgage - Residential Construction -Commercial and Residential Construction - C&I (Owner Occupied) Home Equity Other Consumer Total Year Ended December 31, 2024 Allowance for credit losses: Balance at beginning of year $ 17,824 $ 40,050 $ 14,333 $ 861 $ 10,198 $ 1,992 $ 657 $ 25 $ 85,940 Loans charged-off ( 4,906 ) ( 30,284 ) ( 3,800 ) — ( 129 ) — — ( 88 ) ( 39,207 ) Recoveries of loans previously charged-off 373 185 94 — — — — — 652 Net loans (charged-off) and recovered ( 4,533 ) ( 30,099 ) ( 3,706 ) — ( 129 ) — — ( 88 ) ( 38,555 ) Provision for (reversal of) credit losses 6,099 45,234 12,027 ( 251 ) 4,516 ( 710 ) ( 4 ) 94 67,005 Ending balance $ 19,390 $ 55,185 $ 22,654 $ 610 $ 14,585 $ 1,282 $ 653 $ 31 $ 114,390 Year Ended December 31, 2023 Allowance for credit losses: Balance at beginning of year $ 15,655 $ 35,688 $ 12,702 $ 969 $ 7,195 $ 1,606 $ 555 $ 74 $ 74,444 Loans charged-off ( 2,020 ) ( 11,817 ) — — ( 5,636 ) — — ( 50 ) ( 19,523 ) Recoveries of loans previously charged-off 576 — 55 — 36 — — 6 673 Net loans (charged-off) and recovered ( 1,444 ) ( 11,817 ) 55 — ( 5,600 ) — — ( 44 ) ( 18,850 ) Provision for (reversal of) credit losses 3,613 16,179 1,576 ( 108 ) 8,603 386 102 ( 5 ) 30,346 Ending balance $ 17,824 $ 40,050 $ 14,333 $ 861 $ 10,198 $ 1,992 $ 657 $ 25 $ 85,940 Year Ended December 31, 2022 Allowance for credit losses: Balance at beginning of year $ 14,475 $ 38,287 $ 12,146 $ 449 $ 7,094 $ 2,005 $ 474 $ 35 $ 74,965 Loans charged-off ( 1,561 ) ( 1,355 ) — — — — — ( 79 ) ( 2,995 ) Recoveries of loans previously charged-off 713 25 — — 1,627 — — 6 2,371 Net loans (charged-off) and recovered ( 848 ) ( 1,330 ) — — 1,627 — — ( 73 ) ( 624 ) Provision for (reversal of) credit losses 2,028 ( 1,269 ) 556 520 ( 1,526 ) ( 399 ) 81 112 103 Ending balance $ 15,655 $ 35,688 $ 12,702 $ 969 $ 7,195 $ 1,606 $ 555 $ 74 $ 74,444 The following table presents the amortized cost basis of collateral-dependent HFI loans by portfolio segment as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 (dollars in thousands) Business/Other Assets Real Estate Business/Other Assets Real Estate Commercial $ 1,214 $ 1,125 $ 1,674 $ 1,240 Income-producing-commercial real estate 880 167,574 1,754 39,172 Owner occupied - commercial real estate — 37,746 — 19,836 Real estate mortgage- residential — — — 1,692 Construction - commercial and residential — — — 525 Home equity — 303 — 242 Other consumer — — — — Total $ 2,094 $ 206,748 $ 3,428 $ 62,707 102 Table o f Contents Credit Quality Indicators The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company’s primary credit quality indicator is an internal credit risk rating system that categorizes loans into pass, special mention or classified categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes which comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk rated and monitored collectively. These are typically loans to individuals in the classes which comprise the consumer portfolio segment. The following are the definitions of the Company’s credit quality indicators: Pass: Loans in all classes that comprise the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest and are otherwise in compliance with the contractual terms of the loan agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass. Special Mention: Loans in the classes that comprise the commercial portfolio segment that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan. The special mention credit quality indicator is not used for classes of loans that comprise the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans that are considered special mention. Classified: Classified (a) Substandard – Loans inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard. Classified (b) Doubtful – Loans that have all the weaknesses inherent in a loan classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined. 103 Table o f Contents The Company's credit quality indicators are generally updated annually, however, credits rated "Special Mention" or below are reviewed more frequently. Based on the most recent analysis performed, the amortized cost basis of HFI loans, as of December 31, 2024 and 2023, by risk category, class and year of origination, along with any charge-offs that were recorded in the applicable loan segment, if applicable, were as follows: (dollars in thousands) Prior 2020 2021 2022 2023 2024 Revolving Loans Amort. Cost Basis Revolving Loans Convert. to Term Total December 31, 2024 Commercial: Pass $ 132,595 $ 26,775 $ 133,400 $ 110,439 $ 89,608 $ 104,927 $ 513,645 $ 4,394 $ 1,115,783 Special Mention 7,828 3,479 — — — — 18,384 — 29,691 Substandard 11,404 3,713 2,128 519 — — 12,223 7,880 37,867 Total 151,827 33,967 135,528 110,958 89,608 104,927 544,252 12,274 1,183,341 YTD gross charge-offs ( 4,350 ) — — — — — ( 506 ) ( 50 ) ( 4,906 ) PPP loans: Pass — — 287 — — — — — 287 Income producing - commercial real estate: Pass 1,442,246 176,268 626,527 680,822 276,731 151,535 216,363 29,243 3,599,735 Special Mention 74,251 91,643 — 20,600 — — — — 186,494 Substandard 266,309 1,808 — — — — 10,500 — 278,617 Total 1,782,806 269,719 626,527 701,422 276,731 151,535 226,863 29,243 4,064,846 YTD gross charge-offs ( 29,898 ) ( 386 ) — — — — — — ( 30,284 ) Owner occupied - commercial real estate: Pass 622,258 57,611 219,162 39,221 138,860 69,623 299 — 1,147,034 Special Mention 23,658 — — — — — — — 23,658 Substandard 96,634 1,248 — 1,095 — — — — 98,977 Total 742,550 58,859 219,162 40,316 138,860 69,623 299 — 1,269,669 YTD gross charge-offs ( 3,800 ) — — — — — — — ( 3,800 ) Real estate mortgage - residential: Pass 20,080 2,435 9,972 12,181 5,867 — — — 50,535 Total 20,080 2,435 9,972 12,181 5,867 — — — 50,535 YTD gross charge-offs — Construction - commercial and residential: Pass 26,739 38,385 199,933 595,496 202,577 7,588 124,508 — 1,195,226 Special Mention — — 4,964 — — — — — 4,964 Substandard 5,683 — 4,890 — — — — — 10,573 Total 32,422 38,385 209,787 595,496 202,577 7,588 124,508 — 1,210,763 YTD gross charge-offs ( 129 ) — — — — — — — ( 129 ) Construction - C&I (owner occupied): Pass 6,063 24,632 — 36,544 8,458 26,730 832 — 103,259 Home equity Pass 1,366 71 35 116 — — 48,443 765 50,796 Substandard 59 — 222 — — — 53 — 334 Total 1,425 71 257 116 — — 48,496 765 51,130 YTD gross charge-offs — Other consumer Pass 3 — — — — 49 1,006 — 1,058 YTD gross charge-offs ( 70 ) — — — — — ( 17 ) ( 1 ) ( 88 ) Total Recorded Investment $ 2,737,176 $ 428,068 $ 1,201,520 $ 1,497,033 $ 722,101 $ 360,452 $ 946,256 $ 42,282 $ 7,934,888 Total YTD gross charge-offs $ ( 38,247 ) $ ( 386 ) $ — $ — $ — $ — $ ( 523 ) $ ( 51 ) $ ( 39,207 ) 104 Table o f Contents (dollars in thousands) Prior 2019 2020 2021 2022 2023 Revolving Loans Amort. Cost Basis Revolving Loans Convert. to Term Total December 31, 2023 Commercial: Pass $ 157,563 $ 48,524 $ 39,133 $ 194,555 $ 149,320 $ 191,889 $ 623,684 $ 5,207 $ 1,409,875 Special Mention 1,415 — — — — — 2,259 — 3,674 Substandard 13,797 58 10,337 1,509 222 — 33,670 624 60,217 Total 172,775 48,582 49,470 196,064 149,542 191,889 659,613 5,831 1,473,766 YTD gross charge-offs ( 885 ) — — — — — — ( 1,135 ) ( 2,020 ) PPP loans: Pass — — — 528 — — — — 528 Income producing - commercial real estate: Pass 1,257,937 326,999 328,743 517,957 732,291 327,126 263,317 1,845 3,756,215 Special Mention 84,585 44,424 6,740 — — — — — 135,749 Substandard 139,961 62,689 — — — — — — 202,650 Total 1,482,483 434,112 335,483 517,957 732,291 327,126 263,317 1,845 4,094,614 YTD gross charge-offs ( 11,817 ) — — — — — — — ( 11,817 ) Owner occupied - commercial real estate: Pass 534,525 103,034 35,385 202,776 41,907 125,934 673 55 1,044,289 Special Mention 54,288 13,348 — — — — — — 67,636 Substandard 37,167 — 1,274 — — — — 21,873 60,314 Total 625,980 116,382 36,659 202,776 41,907 125,934 673 21,928 1,172,239 Real estate mortgage - residential: Pass 22,877 7,545 2,186 15,967 14,756 5,895 — — 69,226 Substandard 4,170 — — — — — — — 4,170 Total 27,047 7,545 2,186 15,967 14,756 5,895 — — 73,396 Construction - commercial and residential: Pass 30,619 3,440 45,739 251,038 419,393 87,400 124,013 — 961,642 Substandard 8,124 — — — — — — — 8,124 Total 38,743 3,440 45,739 251,038 419,393 87,400 124,013 — 969,766 YTD gross charge-offs ( 136 ) ( 5,500 ) — — — — — — ( 5,636 ) Construction - C&I (owner occupied): Pass 18,551 4,265 56,361 618 33,237 12,619 6,370 — 132,021 Home equity: Pass 1,590 — 87 151 118 — 49,035 643 51,624 Substandard — 36 — — — — 62 242 340 Total 1,590 36 87 151 118 — 49,097 885 51,964 Other consumer: Pass 1 — — — 46 — 354 — 401 Total 1 — — — 46 — 354 — 401 YTD gross charge-offs ( 50 ) — — — — — — — ( 50 ) Total Recorded Investment $ 2,367,170 $ 614,362 $ 525,985 $ 1,185,099 $ 1,391,290 $ 750,863 $ 1,103,437 $ 30,489 $ 7,968,695 Total YTD gross charge-offs $ ( 12,888 ) $ ( 5,500 ) $ — $ — $ — $ — $ — $ ( 1,135 ) $ ( 19,523 ) Nonaccrual and Past Due Loans Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. 105 Table o f Contents The following table presents, by portfolio segment, information related to the amortized cost basis of nonaccrual HFI loans as of December 31, 2024 and 2023. December 31, 2024 December 31, 2023 (dollars in thousands) Nonaccrual with No Allowance for Credit Loss Nonaccrual with an Allowance for Credit Losses Total Nonaccrual Loans Nonaccrual with No Allowance for Credit Loss Nonaccrual with an Allowance for Credit Losses Total Nonaccrual Loans Commercial $ 1,439 $ 609 $ 2,048 $ 1,002 $ 1,047 $ 2,049 Income producing - commercial real estate 47,224 121,230 168,454 40,926 — 40,926 Owner occupied - commercial real estate 642 37,102 37,744 19,836 — 19,836 Real estate mortgage - residential — 157 157 — 1,946 1,946 Construction- commercial and residential — — — — 525 525 Home equity 303 — 303 242 — 242 Other consumer — — — — — — Total (1) $ 49,608 $ 159,098 $ 208,706 $ 62,006 $ 3,518 $ 65,524 (1) Gross coupon interest income of $ 8.8 million, $ 4.2 million and $ 558 thousand would have been recorded for years ended December 31, 2024, 2023 and 2022, respectively, if nonaccrual loans shown above had been current and in accordance with their original terms, while interest actually recorded on such loans were $ 4.1 million, $ 1.5 million and $ 17 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 1 to the Consolidated Financial Statements for a description of the Company’s policy for placing loans on nonaccrual status. The following table presents, by portfolio segment, an aging analysis and the recorded investments in HFI loans past due as of December 31, 2024 and 2023: (dollars in thousands) Loans 30-59 Days Past Due Loans 60-89 Days Past Due Loans 90 Days or More Past Due Total Past Due Loans Current Loans Nonaccrual Loans Total Recorded Investment in Loans December 31, 2024 Commercial $ 5,121 $ 3,759 $ — $ 8,880 $ 1,172,413 $ 2,048 $ 1,183,341 PPP loans — — — — 287 — 287 Income producing - commercial real estate 13,804 — — 13,804 3,882,588 168,454 4,064,846 Owner occupied - commercial real estate 2,968 — — 2,968 1,228,957 37,744 1,269,669 Real estate mortgage – residential — — — — 50,378 157 50,535 Construction - commercial and residential — 1,031 — 1,031 1,209,732 — 1,210,763 Construction - C&I (owner occupied) — — — — 103,259 — 103,259 Home equity 52 — — 52 50,775 303 51,130 Other consumer 28 — — 28 1,030 — 1,058 Total $ 21,973 $ 4,790 $ — $ 26,763 $ 7,699,419 $ 208,706 $ 7,934,888 December 31, 2023 Commercial $ 985 $ 7,048 $ — $ 8,033 $ 1,463,684 $ 2,049 $ 1,473,766 PPP loans — — — — 528 — 528 Income producing - commercial real estate — — — — 4,053,688 40,926 4,094,614 Owner occupied - commercial real estate 1,274 — — 1,274 1,151,129 19,836 1,172,239 Real estate mortgage – residential 2,089 — — 2,089 69,361 1,946 73,396 Construction - commercial and residential 2,056 — — 2,056 967,185 525 969,766 Construction - C&I (owner occupied) — — — — 132,021 — 132,021 Home equity 197 — — 197 51,525 242 51,964 Other consumer — — — — 401 — 401 Total $ 6,601 $ 7,048 $ — $ 13,649 $ 7,889,522 $ 65,524 $ 7,968,695 106 Table o f Contents Loan Modifications for Borrowers Experiencing Financial Difficulty The Company evaluates all loan modifications according to the accounting guidance to determine if the modification results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulties that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Modifications with terms not as favorable to the Company as the terms for comparable loans to other customers with similar collection risk who are not refinancing or restructuring a loan with the Company and which have a direct impact on cash flows are considered modified loans to borrowers experiencing financial difficulty. The Company may offer various types of modifications when restructuring a loan. Commercial and industrial loans modified in a loan restructuring often involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is often requested. Commercial mortgage and construction loans modified in a loan restructuring often involve reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Construction loans modified in a loan restructuring may also involve extending the interest-only payment period. Loans modified in a loan restructuring for the Company may have the financial effect of increasing the specific allowance associated with the loan. An allowance for consumer and commercial loans that have been modified in a loan restructuring is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. Commercial and consumer loans modified in a loan restructuring are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a loan restructuring subsequently default, the Company evaluates the loan for possible further loss. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan. 107 Table o f Contents The following table presents the amortized cost basis as of December 31, 2024 and 2023, and the financial effect of HFI loans modified to borrowers experiencing financial difficulty during the years ended December 31, 2024 and 2023: (dollars in thousands) Term Extension Combination - Term Extension and Principal Payment Delay Combination - Principal Payment Delay and Interest Rate Reduction Combination - Term Extension, Principal Payment Delay and Interest Rate Reduction Total Percentage of Total Loan Type Weighted Average Term and Principal Payment Extension (1) Weighted Average Interest Rate Reduction (2) December 31, 2024 Commercial $ 27,249 $ 28,576 $ 7,728 $ — $ 63,553 5.3 % 13 months 1.63 % Income producing - commercial real estate 25,290 288,111 — 3,514 316,915 7.8 % 8 months 3.59 % Owner occupied - commercial real estate 870 — — — 870 0.1 % 12 months — % Construction - commercial and residential — 20,454 — — 20,454 1.7 % 9 months — % Total $ 53,409 $ 337,141 $ 7,728 $ 3,514 $ 401,792 December 31, 2023 Commercial $ 14,182 $ 21,003 $ — $ — $ 35,185 2.4 % 11 months — % Income producing - commercial real estate 7,191 62,356 — 106,256 175,803 4.3 % 16 months 2.56 % Owner occupied - commercial real estate — 19,127 — — 19,127 1.6 % 9 months — % Construction - commercial and residential 7,095 — — — 7,095 0.7 % 12 months — % Total $ 28,468 $ 102,486 $ — $ 106,256 $ 237,210 (1) For loans that received multiple modifications during the year, weighted average term and principal payment extensions were calculated based on the aggregate impact of the extensions received during the period. (2) The weighted average is calculated based on the total amortized cost of loans, at the year-end, that received interest rate reduction modifications during the year. The following table presents the performance of HFI loans modified during the prior twelve months to borrowers experiencing financial difficulty during the years ended December 31, 2024 and 2023: December 31, 2024 Payment Status (Amortized Cost Basis) (dollars in thousands) Current 30-89 Days Past Due 90 Days or More Past Due Nonaccrual Commercial $ 58,169 $ 5,384 $ — $ — Income producing - commercial real estate 185,185 — — 131,730 Owner occupied - commercial real estate 870 — — — Construction - commercial and residential 20,454 — — — Total $ 264,678 $ 5,384 $ — $ 131,730 108 Table o f Contents December 31, 2023 Payment Status (Amortized Cost Basis) (dollars in thousands) Current 30-89 Days Past Due 90 Days or More Past Due Nonaccrual Commercial $ 30,790 $ 4,395 $ — $ — Income producing - commercial real estate 137,252 — — 38,551 Owner occupied - commercial real estate — — — 19,127 Construction - commercial and residential 7,095 — — — Total $ 175,137 $ 4,395 $ — $ 57,678 The Company monitors loan payments on performing and nonperforming loans on an on-going basis to determine if a loan is considered to have a payment default. To determine the existence of a payment default, the Company analyzes the economic conditions that exist for each borrower and their ability to generate positive cash flow during a given loan's term. The following table presents the amortized cost basis of HFI loans that were experiencing payment default at December 31, 2024 and 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty: December 31, 2024 Amortized Cost Basis (dollars in thousands) Term Extension Combination - Term Extension and Principal Payment Delay Combination - Term Extension, Principal Payment Delay and Interest Rate Reduction Commercial $ 5,384 $ — $ — Income producing - commercial real estate — 131,730 — Owner occupied - commercial real estate — — — Construction - commercial and residential — — — Total $ 5,384 $ 131,730 $ — December 31, 2023 Amortized Cost Basis (dollars in thousands) Term Extension Combination - Term Extension and Principal Payment Delay Combination - Term Extension, Principal Payment Delay and Interest Rate Reduction Commercial $ 4,395 $ — $ — Income producing - commercial real estate — — 38,551 Owner occupied - commercial real estate — 19,127 — Total $ 4,395 $ 19,127 $ 38,551 The Company individually evaluates nonaccrual loans when performing its CECL estimate to calculate the ACL. Additionally, the Company utilizes historical internal and third-party service provider sourced loss data in the determination of its PD/LGD rates applied in the calculation of its CECL estimate. Upon determination that a modified loan (or a portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount. Related Party Loans Certain directors and executive officers of the Company and the Bank and certain affiliated entities of such directors and executive officers have had loan transactions with the Company. All of such loans are either fully repaid or performing and none of such loans are nonaccrual, past due, restructured, or rated substandard or worse (not on nonaccrual). Amounts in “additions due to changes in related party status” or "removals due to changes in related party status" reflect loans that transitioned to being related party loans or out of being related party loans during the years presented as a 109 Table o f Contents result of changes in related party status with respect to certain of the Company’s directors who are affiliated with the related borrowers. The following table summarizes the activity of loans outstanding to borrowers with relationships to related parties in 2024 and 2023: (dollars in thousands) 2024 2023 Balance at January 1, $ 836 $ 119,198 Additions — 283 Repayments ( 534 ) ( 44,645 ) Removals due to changes in related party status — ( 74,000 ) Balance at December 31, $ 302 $ 836 Note 5 – Premises and Equipment Premises and equipment include the following at December 31: (dollars in thousands) 2024 2023 Leasehold improvements $ 28,566 $ 29,042 Furniture, fixtures and equipment 19,625 19,600 Less: accumulated depreciation and amortization ( 40,497 ) ( 38,453 ) Total premises and equipment, net $ 7,694 $ 10,189 Total depreciation and amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 2.8 million, $ 3.4 million and $ 3.2 million, respectively. Note 6 – Leases The Company accounts for leases in accordance with ASC Topic 842. A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee comprise real estate for branch offices, ATM locations and corporate office space. Substantially all of our leases are classified as operating leases and are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. In determining the present value of the lease payments, we use the implicit lease rate if available. If the implicit lease rate is not available, we use the incremental borrowing rate at commencement date. The incremental borrowing rate is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. As of December 31, 2024 and December 31, 2023, the Company had $ 18.5 million and $ 19.1 million of operating lease ROU assets respectively, and $ 23.8 million and $ 23.2 million of operating lease liabilities respectively, on the Company’s Consolidated Balance Sheets. The Company elects not to recognize ROU assets and lease liabilities arising from short-term leases, leases with initial terms of twelve months or less or equipment leases (deemed immaterial) on the Consolidated Balance Sheets. The leases contain options to extend or terminate the lease, which are recognized as part of the ROU assets and lease liabilities when an economic benefit to exercise the option exists and there is a 90 % probability that the Company will exercise the option. If these criteria are not met, the options are not included in our ROU assets and lease liabilities. As of December 31, 2024, our leases do not contain material residual value guarantees or impose restrictions or covenants related to dividends or the Company’s ability to incur additional financial obligations. During the year ended December 31, 2024, the Company entered into a new lease agreement for its headquarters in Bethesda, MD, which is further discussed below. The Company also extended two existing leases, one each in Maryland and District of Columbia, and one additional lease expired during the same period. 110 Table o f Contents The following table presents lease costs and other lease information. Years Ended December 31, (dollars in thousands) 2024 2023 Lease cost Operating lease cost (cost resulting from lease payments) $ 6,124 $ 6,590 Variable lease cost (cost excluded from lease payments) 694 1,000 Sublease income ( 40 ) ( 119 ) Net lease cost $ 6,778 $ 7,471 Operating lease - operating cash flows (fixed payments) $ 6,524 $ 7,198 (dollars in thousands) December 31, 2024 December 31, 2023 Right-of-use assets - operating leases $ 18,494 $ 19,129 Operating lease liabilities $ 23,815 $ 23,238 Weighted average lease term - operating leases 6.78 yrs 4.93 yrs Weighted average discount rate - operating leases 3.03 % 2.78 % Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2024 were as follows: (dollars in thousands) Twelve months ended: December 31, 2025 $ 5,688 December 31, 2026 3,406 December 31, 2027 3,456 December 31, 2028 3,054 December 31, 2029 2,618 Thereafter 8,547 Total future minimum lease payments 26,769 Amounts representing interest ( 2,954 ) Present value of net future minimum lease payments $ 23,815 Recognizing the connection between high-quality and high-performing workplaces coupled with a desire to maintain a strong presence in the community we serve, EagleBank has entered into a long-term lease agreement to relocate its corporate headquarters to 7500 Old Georgetown Road in downtown Bethesda, MD in 2025. The lease commencement date is January 1, 2025, and matures on July 31, 2037. 111 Table o f Contents Note 7 – Goodwill and Intangible Assets Intangible assets are included in the Consolidated Balance Sheets as a separate line item, net of accumulated amortization and consist of the following items: (dollars in thousands) Net Intangible Assets Additions Accumulated Amortization Impairment Net Intangible Assets December 31, 2024: Goodwill $ 104,168 $ — $ — $ ( 104,168 ) $ — Excess servicing (1) 37 — ( 21 ) — 16 Non-compete agreements 720 — ( 720 ) — — Total $ 104,925 $ — $ ( 741 ) $ ( 104,168 ) $ 16 December 31, 2023: Goodwill $ 104,168 $ — $ — $ — $ 104,168 Excess servicing (1) 65 — ( 28 ) — 37 Non-compete agreements — 1,234 ( 514 ) — 720 Total $ 104,233 $ 1,234 $ ( 542 ) $ — $ 104,925 (1) The Company recognizes a servicing asset for the computed value of servicing fees on the sale of multifamily FHA loans and the sale of the guaranteed portion of SBA loans. Assumptions related to loan terms and amortization are made to arrive at the initial recorded values, which are included in other assets. The Company has suspended its origination and selling activities in multifamily FHA loans, and therefore, as of December 31, 2024, the Company had no unamortized excess servicing assets for multifamily FHA loans. The aggregate amortization expense was $ 741 thousand, $ 542 thousand and $ 89 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. During the second quarter ended June 30, 2024, Management determined that a triggering event had occurred as a result of the share price trading under book value for more than four quarters due to changes in macroeconomic conditions and market volatility in the financial markets and the banking industry due to the impact from rising interest rates. As a result of the triggering event, the Company engaged a third-party service provider to assist Management with the determination of the fair value of the Company in the second quarter of 2024. The resulting calculations indicated that the fair value did not exceed the carrying amount of the Company's only reporting unit as of May 31, 2024 which resulted in a determination that goodwill had become fully impaired. The goodwill impairment charge of $ 104.2 million reduced fully the carrying value of the Company's goodwill as of May 31, 2024. The impaired goodwill is primarily related to the acquisition of the Virginia Heritage Bank in October 2014. The impairment charge did not impact our cash flows, liquidity ratios, core operating performance, or regulatory capital ratios. Note 8 – Other Real Estate Owned The activity within OREO for the years ended December 31, 2024 and 2023 is presented in the table below. There were no properties in the process of foreclosure as of December 31, 2024 and 2023. For the years ended December 31, 2024 and 2023, there were two sales of OREO during each year. Years Ended December 31, (dollars in thousands) 2024 2023 Beginning Balance $ 1,108 $ 1,962 Real estate acquired from borrowers 2,370 — Properties sold ( 735 ) ( 854 ) Ending Balance $ 2,743 $ 1,108 112 Table o f Contents Note 9 – Derivatives and Hedging Activities The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its assets and liabilities and the use of derivative financial instruments. Cash Flow Hedges of Interest Rate Risk The Company historically utilized interest rate swaptions, accounted for as cash flow hedges, to protect itself against adverse fluctuations in interest rates on a forecasted issuance of debt. During the year ended December 31, 2024, the Company terminated its interest rate swaption contracts and discontinued the associated hedging relationship. The amount in accumulated other comprehensive income (loss) related to the swaption contracts is being amortized over the remainder of the hedged transaction. The Company expects to reclassify the remaining $ 24 thousand out of accumulated other comprehensive loss over the next year as a reduction of interest expense. Interest Rate Products Interest rate derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate caps and swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that 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 (loss). The Company entered into credit risk participation agreements (“RPAs”) with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts in exchange for a fee. The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. Credit Risk Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty. The Company minimizes this risk by entering into derivative contracts with only large, stable financial institutions, and the Company has not experienced, and does not expect, any losses from counterparty nonperformance on the interest rate derivatives. The Company monitors counterparty risk in accordance with the provisions of ASC 815, "Derivatives and Hedging." In addition, the interest rate derivative agreements contain language outlining collateral-pledging requirements for each counterparty. At December 31, 2024, the Company had posted $ 17.4 million of cash collateral with other financial institutions and held $ 30.5 million of cash collateral on behalf of other financial institutions. The interest rate derivative agreements detail: 1) that collateral be posted when the market value exceeds certain threshold limits associated with the secured party's exposure; 2) if the Company defaults on any of its indebtedness (including default where repayment of the indebtedness has not been accelerated by the lender), then the Company could also be declared in default on its derivative obligations; and 3) if the Company fails to maintain its status as a well-capitalized institution then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. 113 Table o f Contents The table below identifies the balance sheet category and fair value of the Company’s derivative instruments as of December 31, 2024 and 2023. The Company has a minimum collateral posting threshold with its derivative counterparty. If the Company had breached any provisions under the agreement at December 31, 2024, it could have been required to settle its obligations under the agreement at the termination value. December 31, 2024 December 31, 2023 (dollars in thousands) Notional Amount Fair Value Balance Sheet Category Notional Amount Fair Value Balance Sheet Category Derivatives in an asset position: Derivatives designated as hedging instruments: Interest rate product $ — $ — Other Assets $ 300,000 $ 374 Other Assets Derivatives not designated as hedging instruments: Interest rate product 697,086 31,592 Other Assets 651,429 30,288 Other Assets Credit risk participation agreements 49,480 — Other Liabilities 49,480 3 Other Assets 746,566 31,592 700,909 30,291 Total derivatives in an asset position $ 746,566 $ 31,592 $ 1,000,909 $ 30,665 Derivatives in a liability position: Derivatives not designated as hedging instruments: Interest rate product $ 697,086 $ 29,110 Other Liabilities $ 654,757 $ 30,555 Other Liabilities The table below presents the pre-tax net gains (losses) of the Company’s designated cash flow hedges for the years ended December 31, 2024, 2023 and 2022. The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) Amount of Gain (Loss) Recognized in OCI Location of Gain (Loss) Recognized from Accumulated Other Comprehensive Income (Loss) into Income (Loss) Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (dollars in thousands) Total Included Component Excluded Component Total Included Component Excluded Component Year ended December 31, 2024: Derivatives in cash flow hedging relationships: Interest rate products $ — $ — $ — Interest expense $ 32 $ 32 $ — Year ended December 31, 2023 Derivatives in cash flow hedging relationships: Interest rate products $ ( 256 ) $ — $ ( 256 ) Interest expense $ ( 14 ) $ — $ ( 14 ) Year ended December 31, 2022 Derivatives in cash flow hedging relationships: Interest rate products $ — $ — $ — Interest expense $ — $ — $ — 114 Table o f Contents The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022. The Effect of Cash Flow Hedge Accounting on the Consolidated Statements of Operations Year Ended Years Ended 2024 2023 2022 (dollars in thousands) Interest Expense Interest Expense Interest Expense Total amounts of expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 32 $ ( 14 ) $ — The effect of cash flow hedging: Gain (loss) on cash flow hedging relationships: Interest rate products: Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss) $ 32 $ ( 14 ) $ — Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss) - included component $ 32 $ — $ — Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss) - excluded component $ — $ ( 14 ) $ — Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Operations (dollars in thousands) Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivatives Year Ended Years Ended 2024 2023 2022 Derivatives Not Designated as Hedging Instruments under ASC 815-20: Interest rate products Other income / (expense) $ 1,940 $ 2,712 $ 3,057 Mortgage banking derivatives Other income — — 671 Total $ 1,940 $ 2,712 $ 3,728 Balance Sheet Offsetting : Our interest rate swap derivatives are eligible for offset in the Consolidated Balance Sheets and are subject to master netting arrangements. Our derivative transactions with counterparties are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. The Company generally presents such financial instruments gross for financial reporting purposes. Note 10 – Deposits The following table provides information regarding the Bank’s deposit composition at December 31, 2024 and 2023 as well as the average rate being paid on interest bearing deposits for the month of December 2024 and 2023. December 31, (dollars in thousands) 2024 2023 Noninterest-bearing demand $ 1,544,403 $ 2,279,081 Interest-bearing transaction 1,211,791 997,448 Savings and money market 3,599,221 3,314,043 Time deposits 2,775,663 2,217,467 Total $ 9,131,078 $ 8,808,039 115 Table o f Contents The remaining maturity of time deposits at December 31, 2024 and 2023 were as follows: (dollars in thousands) 2024 2023 2024 $ — $ 1,445,395 2025 2,210,348 576,379 2026 513,984 180,384 2027 8,392 5,482 2028 10,556 9,827 2029 32,383 — Thereafter — — Total $ 2,775,663 $ 2,217,467 (dollars in thousands) 2024 2023 Three months or less $ 337,671 $ 342,552 More than three months through six months 578,371 544,230 More than six months through twelve months 1,294,306 558,613 Over twelve months 565,315 772,072 Total $ 2,775,663 $ 2,217,467 Interest expense on deposits for the years ended December 31, 2024, 2023 and 2022 was as follows: (dollars in thousands) 2024 2023 2022 Interest-bearing transaction $ 60,573 $ 46,140 $ 6,721 Savings and money market 139,539 132,374 65,777 Time deposits 120,309 79,030 10,763 Total $ 320,421 $ 257,544 $ 83,261 Related Party deposits totaled $ 28.6 million and $ 33.1 million at December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, time deposit accounts in excess of $250 thousand were as follows: (dollars in thousands) 2024 2023 Three months or less $ 189,817 $ 119,880 More than three months through six months 387,849 318,353 More than six months through twelve months 710,021 368,103 Over twelve months 421,530 726,758 Total $ 1,709,217 $ 1,533,094 At December 31, 2024, total brokered deposits were $ 4.0 billion, or 44 % of total deposits, of which $ 1.4 billion were attributable to the Certificates of Deposit Account Registry Service ("CDARS") and Insured Cash Sweep ("ICS") two-way accounts. At December 31, 2023, total brokered deposits (which did not include the CDARS and ICS two-way) were $ 2.5 billion, or 29 % of total deposits. Note 11 – Affordable Housing Projects Tax Credit Partnerships Included in Other Assets, the Company makes equity investments in various limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of affordable housing products offerings and to assist in achieving goals associated with the Community Reinvestment Act. The primary 116 Table o f Contents activities of the limited partnerships include the identification, development and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity. The Company is a limited partner in each LIHTC limited partnership. Each limited partnership is managed by an unrelated third party general partner who exercises significant control over the affairs of the limited partnership. The general partner has all the rights, powers and authority granted or permitted to be granted to a general partner of a limited partnership. Duties entrusted to the general partner of each limited partnership include, but are not limited to: investment in operating companies, company expenditures, investment of excess funds, borrowing funds, employment of agents, disposition of fund property, prepayment and refinancing of liabilities, votes and consents, contract authority, disbursement of funds, accounting methods, tax elections, bank accounts, insurance, litigation, cash reserve and use of working capital reserve funds. Except for limited rights granted to the limited partner(s) relating to the approval of certain transactions, the limited partner(s) may not participate in the operation, management or control of the limited partnership’s business, transact any business in the limited partnership’s name or have any power to sign documents for or otherwise bind the limited partnership. In addition, the general partner may only be removed by the limited partner(s) in the event the general partner fails to comply with the terms of the agreement or is negligent in performing its duties. The general partner of each limited partnership has both the power to direct the activities which most significantly affect the performance of each partnership and the obligation to absorb losses or the right to receive benefits that could be significant to the entities. Therefore, the Company has determined that it is not the primary beneficiary of any LIHTC partnership. The Company accounts for its affordable housing tax credit investments using the proportional amortization method. The Company’s net affordable housing tax credit investments were $ 41.9 million and related unfunded commitments were $ 21.0 million as of December 31, 2024 and are included in Other Assets and Other Liabilities , respectively, in the Consolidated Balance Sheets. For tax purposes, the Company recognized low income housing tax credits of $ 5.8 million, $ 5.6 million and $ 5.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, and low income housing investment expense of $ 5.4 million, $ 4.3 million and $ 3.7 million, respectively. The Company recognizes low income housing investment expenses as a component of income tax expense . As of December 31, 2024, the expected payments for unfunded affordable housing commitments were as follows: (dollars in thousands) Amount Years Ended December 31: 2025 $ 15,110 2026 4,576 2027 193 2028 359 2029 306 Thereafter 429 Total unfunded commitments $ 20,973 117 Table o f Contents Note 12 – Borrowings The following table summarizes the Company’s borrowings, which include repurchase agreements with the Company’s customers and borrowings at December 31, 2024 and 2023: (dollars in thousands) Borrowings - Principal Unamortized Deferred Issuance Costs Net Borrowings Outstanding Available Capacity (1)(2) Maturity Dates Interest Rates (4) December 31, 2024: Customer repurchase agreements $ 33,157 $ — $ 33,157 $ — N/A 2.67 % Short-term borrowings: Secured borrowings: FHLB 490,000 — 490,000 874,270 Various (3) 4.81 % FRB: Discount window — — — 1,800,646 N/A N/A Subordinated notes — — — — N/A N/A Total 490,000 — 490,000 2,674,916 Long-term borrowings: Senior notes 77,665 ( 1,557 ) 76,108 — September 30, 2029 10.00 % Total borrowings $ 600,822 $ ( 1,557 ) $ 599,265 $ 2,674,916 December 31, 2023: Customer repurchase agreements $ 30,587 $ — $ 30,587 $ — N/A 3.42 % Short-term borrowings: Secured borrowings: FHLB — — — 1,271,846 N/A N/A FRB: BTFP 1,300,000 — 1,300,000 598,870 March 22, 2024 4.53 % Discount window — — — 601,504 N/A N/A Raymond James repurchase agreement — — — 17,993 N/A N/A Subordinated notes 70,000 ( 82 ) 69,918 — September 1, 2024 5.75 % Total 1,370,000 ( 82 ) 1,369,918 2,490,213 Long-term borrowings: Senior notes — — — — N/A N/A Total borrowings $ 1,400,587 $ ( 82 ) $ 1,400,505 $ 2,490,213 (1) Available capacity on the Company's borrowings arrangements with the FHLB, the FRB and the Raymond James repurchase line comprise pledged collateral that has not been borrowed against. At December 31, 2024, the Company had total additional undrawn borrowing capacity of approximately $ 4.0 billion, comprising unencumbered securities available to be pledged of approximately $ 1.3 billion and undrawn financing on pledged assets of $ 2.7 billion. (2) As part of the Company's agreement governing its participation in the BTFP program and the Raymond James repurchase agreement, the borrowing capacity is determined based on the principal balance of the pledged assets. (3) FHLB borrowing of $ 250.0 million matures January 31, 2025 while the remaining $ 240.0 million matures April 1, 2025. (4) Represent the weighted average interest rate on customer repurchase agreements, borrowings outstanding and the coupon interest rate on the subordinated notes, which approximates the effective interest rate. The Company offers its business customers a repurchase agreement sweep account in which it collateralizes these funds with U.S. agency and MBS segregated in its investment portfolio for this purpose. The Company’s repurchase agreements operate on a rolling basis and do not contain contractual maturity dates. By entering into the agreement, the customer agrees to have the Bank repurchase the designated securities on the business day following the initial transaction in consideration of the payment of interest at the rate prevailing on the day of the transaction. The contractual maturity dates on FHLB secured borrowings represent the maturity dates of current advances and are not evidence of a termination date on the line. 118 Table o f Contents The Bank can purchase up to $ 145 million in federal funds on an unsecured basis from its correspondents, against which there were no amounts outstanding at December 31, 2024 and can place brokered funds under one-way CDARS and ICS deposits in the amount of $ 1.1 billion, against which there was $ 73.4 million outstanding at December 31, 2024. The Bank also had $ 894.7 million of brokered deposits placed with the Insured Network Deposits ("IND") program from IntraFi Network, LLC ("IntraFi") at December 31, 2024. At December 31, 2024, the Bank was also eligible to take advances from the FHLB up to $ 1.4 billion based on collateral at the FHLB, of which there was $ 490.0 million outstanding at December 31, 2024. The Bank may enter into repurchase agreements as well as obtain additional borrowing capabilities from the FHLB provided adequate collateral exists to secure these lending relationships. The Bank also has a back-up borrowing facility through the Discount Window at the Federal Reserve Bank. This facility, which amounts to approximately $ 1.8 billion, is collateralized with specific loan assets pledged to the Federal Reserve Bank. It is anticipated that, except for periodic testing, this facility would be utilized for contingency funding only. The contractual maturity dates on FHLB secured borrowings represent the maturity dates of current advances and are not evidence of a termination date on the line. There are no prepayment penalties nor unused commitment fees on any of the Company’s borrowing arrangements. Bank Term Funding Program (“BTFP”) On March 12, 2023, the FRB, Department of Treasury and the Federal Deposit Insurance Corporation ("FDIC") issued a joint statement outlining actions they had taken to protect the U.S. economy by strengthening public confidence in the banking system as a result of and in response to recently announced bank closures. Among other actions, the Federal Reserve Board announced that it would make available additional funding to eligible depository institutions through the creation of a new BTFP. The BTFP provides eligible depository institutions, including the Company's subsidiary bank, EagleBank, an additional source of liquidity. Borrowings are funded based on a percentage of the principal of eligible collateral posted, as defined within the terms of the program. Interest is payable at a fixed rate over the term of the borrowing and there are no prepayment penalties. The Federal Reserve announced in January 2024 that the BTFP would stop originating new loans on March 11, 2024, as scheduled. The Federal Reserve also modified the terms of the program so that the interest rate for new loans will be no lower than the interest rate on reserve balances in effect on the day the loan is made. In January 2024, the Company borrowed an additional $ 500.0 million through the BTFP and refinanced $ 500.0 million under the program, both at an interest rate of 4.76 % and with maturity dates of January 2025. The Company repaid $ 500.0 million in November 2024, and the remaining $ 500.0 million was repaid in December 2024. Senior Notes On September 30, 2024, the Company closed a private placement of its 10.00 % senior unsecured debt totaling $ 77.7 million maturing on September 30, 2029 (the "2029 Senior Notes" or "Original Notes"). At December 31, 2024, the carrying value of these 2029 Senior Notes was $ 76.1 million which reflected $ 1.6 million in unamortized deferred financing costs that are being amortized over the life of the 2029 Senior Notes. In connection with the issuance of the 2029 Senior Notes, the Company also entered into a registration rights agreement dated September 30, 2024 with the purchasers of the 2029 Senior Notes (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company filed an exchange offer registration statement with the SEC to exchange the Senior Notes for substantially identical notes registered under the Securities Act (the "Exchange Notes"). The terms of the Exchange Notes are identical to the terms of the Original Notes, except that the transfer restrictions and registration rights applicable to the Original Notes do not apply to the Exchange Notes. The Company completed the exchange offer on January 16, 2025. Subordinated Notes On August 5, 2014, the Company completed the sale of $ 70 million of its 5.75 % subordinated notes, which matured and were fully repaid in September 2024. These subordinated notes were offered to the public at par, and qualified as Tier 2 capital for regulatory purposes to the fullest extent permitted under the Basel III Rule capital requirements, and were fully phased out of regulatory capital as of December 31, 2023 as they approached maturity. 119 Table o f Contents Note 13 – Income Taxes Federal and state income tax expense consists of the following for the years ended December 31: (dollars in thousands) 2024 2023 2022 Current federal income tax expense $ 9,897 $ 25,291 $ 37,182 Current state income tax expense 4,297 5,072 5,008 Total current tax expense 14,194 30,363 42,190 Deferred federal income tax (benefit) expense 2,823 ( 2,966 ) 3,532 Deferred state income tax (benefit) expense ( 222 ) ( 411 ) 3,028 Total deferred tax (benefit) expense 2,601 ( 3,377 ) 6,560 Total income tax expense $ 16,795 $ 26,986 $ 48,750 The Company had net deferred tax assets (deferred tax assets in excess of deferred tax liabilities) of $ 91.5 million and $ 86.6 million for the years ended at December 31, 2024 and 2023, respectively, which related primarily to our unrealized losses on securities, allowance for credit losses, and loan origination fees. Management believes it is more likely than not that all of the deferred tax assets will be realized with the exception of certain state net operating losses. Temporary timing differences between the amounts reported in the Consolidated Financial Statements and the tax bases of assets and liabilities result in deferred taxes. The table below summarizes significant components of our deferred tax assets and liabilities as of December 31, 2024 and 2023: (dollars in thousands) 2024 2023 Deferred tax assets Allowance for credit losses $ 27,998 $ 21,281 Deferred loan fees and costs 4,551 6,372 Unrealized loss on securities available-for-sale 34,656 39,671 Unrealized loss on securities held-to-maturity 10,160 11,725 LIHTC and ITC Tax Credits 5,793 — Leases 5,774 5,713 Supplemental executive retirement and death benefit agreements 2,075 2,066 Stock-based compensation 1,785 2,003 Premises and equipment 217 — Unrealized loss on interest rate swap derivatives — 59 Net operating loss 8,104 7,964 Other assets 3,549 2,669 Gross deferred tax assets 104,662 99,523 Valuation allowances ( 7,715 ) ( 7,428 ) Total deferred tax assets 96,947 92,095 Deferred tax liabilities Leases ( 4,483 ) ( 4,703 ) Interest Rate Swaps & Derivatives ( 602 ) — Excess servicing — ( 561 ) Premises and equipment — ( 211 ) Other liabilities ( 390 ) — Total deferred tax liabilities ( 5,475 ) ( 5,475 ) Net deferred income tax assets $ 91,472 $ 86,620 120 Table o f Contents As of December 31, 2024. the Company has $ 2.2 million of federal net operating loss carryforward in conjunction with the Fidelity & Trust Financial Corporation acquisition, that is subject to annual limits under Section 382 of the Internal Revenue Code and expires in 2027. The Company has concluded, based on the weight of available positive and negative evidence, a portion of its state net operating loss deferred tax asset is not more likely than not to be realized and accordingly, a valuation allowance of $ 7.7 million and $ 7.4 million is carried as of December 31, 2024 and 2023, respectively. A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate for the years ended December 31, 2024, 2023 and 2022 follows: Year Ended December 31, 2024 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % 21.00 % Increase (decrease) due to: State income taxes ( 10.53 ) % 2.75 % 3.28 % Goodwill Impairment ( 72.34 ) % — % — % Tax credits, net of amortization (1) 11.37 % ( 1.32 ) % ( 0.80 ) % Tax-exempt interest and dividend income 4.39 % ( 1.75 ) % ( 0.85 ) % Bank owned life insurance 2.00 % ( 0.58 ) % ( 0.33 ) % Stock-based compensation expense ( 3.07 ) % 0.22 % ( 0.08 ) % Change in unrecognized tax benefits ( 3.63 ) % — % — % Return to provision and prior period adjustments ( 3.83 ) % ( 0.24 ) % 1.33 % Non-deductible fines and penalties — % — % 2.54 % Other ( 0.90 ) % 1.08 % ( 0.39 ) % Effective tax rate ( 55.54 ) % 21.16 % 25.70 % (1) Includes low income housing tax credit proportional amortization expense, net of tax of $ 5.7 million, $ 5.4 million and $ 5.3 million, in 2024, 2023 and 2022 respectively. Unrecognized tax benefits ("UTBs") for the years ended December 31, 2024, 2023, and 2022, were $ 6.6 million, $ 0 and $ 0 , respectively. The following table details the change in unrecognized tax benefits ("UTBs") for 2024: Year Ended December 31, (dollars in thousands) 2024 Balance at beginning of year $ — Gross increases - tax positions related to prior periods 6,254 Gross decreases - tax positions related to prior periods — Gross increases - tax positions related to the current period 296 Settlements with tax authorities — Lapse of statute of limitations — Balance at end of year $ 6,550 Included in the balance of UTBs as of December 31, 2024, 2023, and 2022, are $ 4.1 million, $ 0 , and $ 0 , respectively, of tax benefits that, if recognized, would affect the ETR. Also, included in the balance of UTBs are some items the recognition of which would not affect the effective tax rate, such as the tax effect of certain temporary differences, the portion of gross state UTBs that would be offset by the tax benefit of the associated federal deduction. We recognize interest accrued related to UTBs and penalties in other noninterest expense. We accrued no penalties and interest of $ 0.2 million during 2024 and in total, as of December 31, 2024. It is reasonably possible that a decrease of up to $ 5.2 million in UTBs related to state exposures may be necessary within the next 12 months, since resolved items will be removed from the balance whether their resolution results in refund or recognition. The Company’s federal income tax returns are open and subject to examination from the 2021 tax return year and forward. The Company’s state income tax returns are generally open from the 2020 and later tax return years based on individual state statutes of limitations. There are currently no examinations in process as of December 31, 2024. 121 Table o f Contents Note 14 – Net Income (Loss) per Common Share The calculation of net income (loss) per common share for the years ended December 31 was as follows: (dollars and shares in thousands, except per share data) 2024 2023 2022 Basic: Net income (loss) $ ( 47,035 ) $ 100,534 $ 140,930 Average common shares outstanding 30,157 30,346 32,004 Basic net income (loss) per common share $ ( 1.56 ) $ 3.31 $ 4.40 Diluted: Net income (loss) $ ( 47,035 ) $ 100,534 $ 140,930 Average common shares outstanding 30,157 30,346 32,004 Adjustment for common share equivalents — 47 74 Average common shares outstanding-diluted 30,157 30,393 32,078 Diluted net income (loss) per common share (1) $ ( 1.56 ) $ 3.31 $ 4.39 Anti-dilutive shares 75 3 3 (1) For periods ended with a net loss, anti-dilutive financial instruments have been excluded from the calculation of GAAP diluted EPS. Basic net income (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. The computation of diluted per share does not assume conversion or exercise of securities that would have an anti-dilutive effect on net income (loss) per share. Securities issued by the Company that could potentially dilute net income (loss) per share in future periods include stock options and restricted stock. To calculate diluted net income (loss) per share, the Company utilizes the Treasury Stock method which results in only an incremental number of shares added to shares outstanding during the period. Note 15 – Related Party Transactions The EagleBank Foundation, a 501(c)(3) non-profit, seeks to improve the well-being of our community by providing financial support to local charitable organizations that help foster and strengthen vibrant, healthy, cultural and sustainable communities. The Company paid $ 180 thousand, $ 143 thousand and $ 113 thousand to the EagleBank Foundation for the years ended December 31, 2024, 2023 and 2022, respectively, which were recorded in other expenses on the Consolidated Statements of Operations. Certain directors and executive officers of the Company and the Bank and certain affiliated entities of such directors and executive officers have had loan transactions with the Company. Such loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with outsiders. Please see further detail regarding Related Party Loans in Note 4 "Loans and Allowance for Credit Losses" and Related Party Deposits in Note 10 "Deposits." Note 16 – Stock-Based Compensation The Company maintains the 2021 Stock Plan ("2021 Plan"), the 2016 Stock Plan (“2016 Plan”), the 2006 Stock Plan (“2006 Plan”), the 2021 Employee Stock Purchase Plan ("2021 ESPP") and the 2011 Employee Stock Purchase Plan (“2011 ESPP”). 122 Table o f Contents In connection with the acquisition of Virginia Heritage Bank ("Virginia Heritage"), the Company assumed the Virginia Heritage 2006 Stock Option Plan and the 2010 Long Term Incentive Plan (the “Virginia Heritage Plans”). No additional options may be granted under the 2016 Plan, 2006 Plan or the Virginia Heritage Plans. The Company adopted the 2021 Plan upon approval by the shareholders at the 2021 Annual Meeting held on May 20, 2021. The 2021 Plan provides directors and selected employees of the Bank, the Company and their affiliates with the opportunity to acquire shares of stock, through awards of options, time vested restricted stock, performance-based restricted stock and stock appreciation rights. Under the 2021 Plan, 1,300,000 shares of common stock were initially reserved for issuance. For awards that are service based, compensation expense is being recognized over the service (vesting) period based on fair value, which for stock option grants is computed using the Black-Scholes model. For restricted stock awards granted under the 2021 Plan, fair value is based on the Company’s closing price on the date of grant. For awards that are performance-based, compensation expense is initially recorded based on the probability of achievement of the goals underlying the grant at target. In February 2024, the Company awarded senior officers a targeted number of 150,570 performance vested restricted stock units (“PRSUs”). The vesting of PRSUs is 100 % after three years with payouts based on threshold, target or maximum average performance targets over a three year period. There are two performance metrics: 1) total shareholder's return; and 2) return on average assets. In February 2024, the 2021 performance award vested and no incremental shares were awarded. For awards that are time vested, the shares typically vest over a period of one to three years beginning on the first anniversary of the date of grant. In the year ended December 31, 2024, the Company awarded the following time vested restricted stock to senior officers, directors and certain employees: December 31, 2024 Date of award Number of shares Number of Officers, Directors and Employees February 2024 275,896 130 August 2024 4,290 2 September 2024 8,756 2 October 2024 20,483 1 November 2024 2,254 1 December 2024 689 1 The Company has unvested restricted stock awards and PRSU grants of 656,784 shares at December 31, 2024. Unrecognized stock based compensation expense related to restricted stock awards and PRSU grants totaled $ 8.8 million at December 31, 2024. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 1.87 years. The following table summarizes the unvested restricted stock awards for performance for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Performance Awards Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Unvested at beginning 123,215 $ 44.74 129,855 $ 45.15 118,568 $ 44.71 Granted 150,570 18.47 71,003 40.50 37,775 53.97 Forfeited ( 28,826 ) 40.96 ( 44,084 ) 40.29 ( 1,966 ) 55.76 Vested ( 18,480 ) 47.57 ( 33,559 ) 44.60 ( 24,522 ) 55.76 Unvested at end 226,479 $ 27.53 123,215 $ 44.74 129,855 $ 45.15 123 Table o f Contents The following table summarizes the unvested time vesting restricted stock awards for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, 2024 2023 2022 Time Vested Awards Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Unvested at beginning 313,992 $ 49.08 302,148 $ 53.75 300,792 $ 46.24 Granted 312,368 23.22 190,256 44.16 166,471 59.72 Forfeited ( 38,772 ) 36.18 ( 27,558 ) 51.57 ( 12,064 ) 53.10 Vested ( 157,283 ) 49.41 ( 150,854 ) 51.76 ( 153,051 ) 45.54 Unvested at end 430,305 $ 31.35 313,992 $ 49.08 302,148 $ 53.75 Below is a summary of stock option activity for the years ended December 31, 2024 , 2023 and 2022. The information excludes restricted stock units and awards. Years Ended December 31, 2024 2023 2022 Shares Weighted- Average Exercise Price Shares Weighted- Average Exercise Price Shares Weighted- Average Exercise Price Beginning balance 2,500 $ 47.95 2,500 $ 47.95 5,789 $ 36.96 Granted — — — — — — Exercised — — — — ( 3,289 ) 28.60 Forfeited — — — — — — Ending balance 2,500 $ 47.95 2,500 $ 47.95 2,500 $ 47.95 Exercisable end of year 2,500 $ 47.95 2,500 $ 47.95 1,666 $ 47.95 There were no grants of stock options during the years ended December 31, 2024, 2023 and 2022. Grants of stock options have expected lives based on the "simplified" method allowed by ASC 718 "Compensation," whereby the expected term is equal to the midpoint between the vesting date and the end of the contractual term of the award. There was no intrinsic value of outstanding stock options for both December 31, 2024 and 2023. The total fair value of stock options vested was $ 18 thousand for all three years ended December 31, 2024, 2023 and 2022. At December 31, 2024, there is no unrecognized stock-based compensation expense related to stock options. Cash proceeds, tax benefits and intrinsic value related to total stock options exercised is as follows: Years Ended December 31, (dollars in thousands) 2024 2023 2022 Proceeds from stock options exercised $ — $ — $ 97 Tax benefits realized from stock compensation — — 3 Intrinsic value of stock options exercised — — 98 Approved by shareholders in May 2021, the 2021 ESPP reserved 200,000 shares of common stock for issuance to employees. Whole shares are sold to participants in the plan at 85 % of the lower of the stock price at the beginning or end of each quarterly offering period. The 2021 ESPP is available to all eligible employees who have completed at least one year of continuous employment, work at least 20 hours per week and at least five months a year. Participants may contribute a minimum of $ 10 per pay period to a maximum of $ 25,000 annually (not to exceed more than 10 % of compensation per pay period). At December 31, 2024, the 2021 ESPP had 133,865 shares reserved for issuance. Included in salaries and employee benefits in the accompanying Consolidated Statements of Operations, the Company recognized $ 9.6 million, $ 10.0 million and $ 6.0 million in stock-based compensation expense for 2024, 2023 and 2022, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards. 124 Table o f Contents Note 17 – Employee Benefit Plans The Company has a qualified 401(k) Plan which covers all employees who have` reached the age of 18 years and have completed at least 1 month of service as defined by the Plan. The Company makes contributions to the Plan based on a matching formula, which is reviewed annually. For the years 2024, 2023 and 2022, the Company recognized $ 1.7 million, $ 1.7 million and $ 1.8 million in expense associated with this benefit, respectively. These amounts are included in salaries and employee benefits in the accompanying Consolidated Statements of Operations. Note 18 – Supplemental Executive Retirement Plan The Bank has entered into Supplemental Executive Retirement and Death Benefit Agreements (the “SERP Agreements”) with certain of the Bank’s executive officers, which upon the executive’s retirement, will provide for a stated monthly payment for such executive’s lifetime subject to certain death benefits described below. The retirement benefit is computed as a percentage of each executive’s projected average base salary over the five years preceding retirement, assuming retirement at age 67 . The SERP Agreements provide that (a) the benefits vest ratably over six years of service to the Bank, with the executive receiving credit for years of service prior to entering into the SERP Agreement, (b) death, disability and change-in-control shall result in immediate vesting and (c) the monthly amount will be reduced if retirement occurs earlier than age 67 for any reason other than death, disability or change-in-control. The SERP Agreements further provide for a death benefit in the event the retired executive dies prior to receiving 180 monthly installments, paid either in a lump sum payment or continued monthly installment payments, such that the executive’s beneficiary has received payment(s) sufficient to equate to a cumulative 180 monthly installments. The SERP Agreements are unfunded arrangements maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code. The Bank financed the retirement benefits by purchasing fixed annuity contracts with four insurance carriers in 2013 totaling $ 11.4 million and two insurance carriers in 2019 totaling $ 2.6 million. These annuity contracts have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreements. The cash surrender value of the annuity contracts was $ 12.7 million and $ 13.1 million at December 31, 2024 and 2023, respectively, and was included in other assets on the Consolidated Balance Sheets. For the years ended December 31, 2024, 2023 and 2022 the Company recorded benefit expense accruals of $ 410 thousand, $ 584 thousand and $ 513 thousand, respectively, for this post retirement benefit. Upon death of a named executive, the annuity contract related to such executive terminates. The Bank has purchased additional bank owned life insurance contracts, which would effectively finance payments (up to a 15 year certain amount) to the executives’ named beneficiaries. Note 19 – Financial Instruments with Off-Balance Sheet Risk Various commitments to extend credit are made in the normal course of banking business. Letters of credit are also issued for the benefit of customers. These commitments are subject to loan underwriting standards and geographic boundaries consistent with the Company’s loans outstanding. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Loan commitments outstanding and lines and letters of credit at December 31, 2024 and 2023 are as follows: (dollars in thousands) 2024 2023 Unfunded loan commitments $ 1,318,133 $ 1,981,334 Unfunded lines of credit 88,305 98,614 Letters of credit 69,051 87,146 Total $ 1,475,489 $ 2,167,094 As of December 31, 2024, the total reserve for unfunded commitments was $ 3.5 million as compared to $ 5.6 million at December 31, 2023 and is accounted for as a liability on the Consolidated Balance Sheets. See Note 1 of the Consolidated Financial Statements for more information on the accounting policy for the allowance for unfunded commitments. 125 Table o f Contents Note 20 – Commitments and Contingent Liabilities Under ASC 450, the Company accrues for a loss contingency when the loss is probable and reasonably estimable. The Company discloses the matter if a material loss is at least reasonably possible. Under ASC 450, a loss contingency is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely”, and a loss contingency is “remote” if “the chance of the future event or events occurring is slight.” We evaluate, on a quarterly basis, developments in legal proceedings with respect to accruals, as well as the estimated range of possible losses. From time to time, the Company and its subsidiaries are involved in various legal proceedings incidental to their business in the ordinary course, including matters in which damages in various amounts are claimed, as well as regulatory and governmental investigations and inquiries that could result in penalties, fines or other sanctions against the Company. Based on information currently available, the Company does not believe that the liabilities (if any) resulting from such matters will have a material effect on the financial position or liquidity of the Company. However, considering inherent uncertainties involved in such matters, ongoing legal expenses or an adverse outcome in one or more of these matters could materially and adversely affect the Company's financial condition, results of operations or cash flows in any particular reporting period, as well as its reputation. The Company is cooperating with an ongoing investigation by the U.S. Attorney’s Office for the Middle District of Pennsylvania into, among other things, the Company’s anti-money laundering controls between approximately 2011 and 2017 and the Company’s relationship with a former customer who pleaded guilty to a charge of bank fraud in 2020. Due to the inherent uncertainty in predicting the outcome of a pending investigation, we are unable to estimate reasonably possible losses, if any, resulting from this matter. As previously disclosed, the Company maintains director and officer insurance policies ("D&O Insurance Policies") that provide coverage for certain legal defense costs. When claims are covered by D&O Insurance Policies, the Company records a corresponding receivable against the incurred legal defense cost expense when the claim is paid. When D&O Insurance Policies are exhausted, the Company is responsible for paying the defense cost associated with any investigations and litigations for itself and on behalf of any current and former Officers and Directors entitled to indemnification from the Company. The Company cannot predict with any certainty the amount of defense costs that the Company may incur in the future in connection with currently ongoing and any future investigations and legal proceedings, as they are dependent on various factors, many of which are outside of the Company's control. Note 21 – Regulatory Matters The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain amounts and ratios (set forth in the table below) of Total capital, Tier 1 capital and common equity tier one capital ("CET1") (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined), referred to as the Leverage Ratio. Management believes, as of December 31, 2024 and 2023, that the Company and Bank met all capital adequacy requirements to which they are subject. 126 Table o f Contents The actual capital amounts and ratios for the Company and Bank as of December 31, 2024 and 2023 are presented in the table below: Company Bank Minimum Required For Capital Adequacy Purposes (1) To Be Well Capitalized Under Prompt Corrective Action Regulations (2) (dollars in thousands) Actual Amount Ratio Actual Amount Ratio As of December 31, 2024 CET1 capital (to risk weighted assets) $ 1,369,643 14.63 % $ 1,373,857 14.76 % 7.00 % 6.50 % Total capital (to risk weighted assets) 1,484,420 15.86 % 1,488,635 16.00 % 10.50 % 10.00 % Tier 1 capital (to risk weighted assets) 1,369,643 14.63 % 1,373,857 14.76 % 8.50 % 8.00 % Tier 1 capital (to average assets) 1,369,643 10.74 % 1,373,857 10.82 % 4.00 % 5.00 % As of December 31, 2023 CET1 capital (to risk weighted assets) $ 1,335,967 13.90 % $ 1,330,001 13.92 % 7.00 % 6.50 % Total capital (to risk weighted assets) 1,421,347 14.79 % 1,415,381 14.81 % 10.50 % 10.00 % Tier 1 capital (to risk weighted assets) 1,335,967 13.90 % 1,330,001 13.92 % 8.50 % 8.00 % Tier 1 capital (to average assets) 1,335,967 10.73 % 1,330,001 10.72 % 4.00 % 5.00 % (1) The risk-based ratios reflect the minimum requirement plus the capital conservation buffer of 2.500 %. (2) Applies to Bank only Federal bank and holding company regulations, as well as Maryland law, impose certain restrictions on capital distributions, including dividend payments and share repurchases by the Bank, as well as restricting extensions of credit and transfers of assets between the Bank and the Company. At December 31, 2024, the Bank could pay dividends to the parent to the extent of its earnings so long as it maintained capital ratios above the required minimums and the capital conservation buffer. As a result the Company may be restricted in paying dividends. 127 Table o f Contents Note 22 – Other Comprehensive Income (Loss) The following table presents the components of other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022. (dollars in thousands) Before Tax Tax Effect Net of Tax Year Ended December 31, 2024 Net unrealized gain (loss) on securities available-for-sale $ 20,417 $ ( 5,011 ) $ 15,406 Reclassification adjustment for net loss included in net loss ( 14 ) 2 ( 12 ) Total unrealized gain (loss) on securities available-for-sale 20,403 ( 5,009 ) 15,394 Amortization of unrealized loss on securities transferred to held-to-maturity 6,889 ( 1,599 ) 5,290 Net unrealized loss on derivatives 265 ( 65 ) 200 Other comprehensive income (loss) $ 27,557 $ ( 6,673 ) $ 20,884 Year Ended December 31, 2023 Net unrealized gain (loss) on securities available-for-sale $ 43,293 $ ( 10,774 ) $ 32,519 Reclassification adjustment for net loss included in net income 11 ( 3 ) 8 Total unrealized gain (loss) on securities available-for-sale 43,304 ( 10,777 ) 32,527 Amortization of unrealized loss on securities transferred to held-to-maturity 7,412 ( 2,607 ) 4,805 Net unrealized loss on derivatives ( 182 ) — ( 182 ) Other comprehensive income (loss) $ 50,534 $ ( 13,384 ) $ 37,150 Year Ended December 31, 2022 Net unrealized gain (loss) on securities available-for-sale $ ( 186,439 ) $ 45,513 $ ( 140,926 ) Reclassification adjustment for net loss included in net income 169 ( 58 ) 111 Total unrealized gain (loss) on securities available-for-sale ( 186,270 ) 45,455 ( 140,815 ) Net unrealized gain (loss) on securities transferred to held-to-maturity ( 66,193 ) 17,098 ( 49,095 ) Amortization of unrealized loss on securities transferred to held-to-maturity 7,093 ( 2,732 ) 4,361 Total unrealized gain (loss) on securities transferred to held-to-maturity ( 59,100 ) 14,366 ( 44,734 ) Net unrealized gain on derivatives 284 — 284 Other comprehensive income (loss) $ ( 245,086 ) $ 59,821 $ ( 185,265 ) 128 Table o f Contents The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2024, 2023 and 2022. (dollars in thousands) Securities Available For Sale Held-to-Maturity Securities Derivatives Accumulated Other comprehensive income (loss) (Loss) Year Ended December 31, 2024 Balance at beginning of year $ ( 122,246 ) $ ( 39,929 ) $ ( 182 ) $ ( 162,357 ) Other comprehensive income (loss) before reclassifications 15,406 5,290 200 20,896 Amortization of unrealized loss on securities transferred to held-to-maturity — — — — Amounts reclassified from accumulated other comprehensive loss ( 12 ) — — ( 12 ) Net other comprehensive income (loss) during period 15,394 5,290 200 20,884 Balance at end of year $ ( 106,852 ) $ ( 34,639 ) $ 18 $ ( 141,473 ) Year Ended December 31, 2023 Balance at beginning of year $ ( 154,773 ) $ ( 44,734 ) $ — $ ( 199,507 ) Other comprehensive income (loss) before reclassifications 32,519 — ( 182 ) 32,337 Amortization of unrealized loss on securities transferred to held-to-maturity — 4,805 — 4,805 Amounts reclassified from accumulated other comprehensive loss 8 — — 8 Net other comprehensive income (loss) during period 32,527 4,805 ( 182 ) 37,150 Balance at end of year $ ( 122,246 ) $ ( 39,929 ) $ ( 182 ) $ ( 162,357 ) Year Ended December 31, 2022 Balance at beginning of year $ ( 13,958 ) $ — $ ( 284 ) $ ( 14,242 ) Other comprehensive income (loss) before reclassifications ( 140,926 ) — 284 ( 140,642 ) Transfer of securities from AFS to HTM — ( 49,095 ) — ( 49,095 ) Amortization of unrealized loss on securities transferred to held-to-maturity — 4,361 — 4,361 Amounts reclassified from accumulated other comprehensive loss 111 — — 111 Net other comprehensive income (loss) during period ( 140,815 ) ( 44,734 ) 284 ( 185,265 ) Balance at end of year $ ( 154,773 ) $ ( 44,734 ) $ — $ ( 199,507 ) The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the years ended December 31, 2024, 2023 and 2022. Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income (Loss) is Presented Year Ended Years Ended (dollars in thousands) 2024 2023 2022 Realized gain (loss) on sale of investment securities $ 14 $ ( 11 ) $ ( 169 ) Net gain (loss) on sale of investment securities Income tax benefit (expense) ( 2 ) 3 58 Income tax expense Total $ 12 $ ( 8 ) $ ( 111 ) Net Income (Loss) 129 Table o f Contents Note 23 – Fair Value Measurements The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Quoted prices in active exchange markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets or other observable inputs that can be corroborated by observable market data; also includes derivative contracts whose value is determined using a pricing model with observable market inputs or inputs that can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency securities, corporate debt securities, derivative instruments and residential mortgage loans held for sale. Level 3 Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitizations and certain collateralized debt obligations. 130 Table o f Contents Assets and Liabilities Recorded at Fair Value on a Recurring Basis The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023: (dollars in thousands) Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total (Fair Value) December 31, 2024 Assets: Investment securities available-for-sale: U.S. treasury bonds $ — $ 24,776 $ — $ 24,776 U.S. agency securities — 558,535 — 558,535 Residential mortgage-backed securities — 625,316 — 625,316 Commercial mortgage-backed securities — 48,945 — 48,945 Municipal bonds — 8,014 — 8,014 Corporate bonds — 1,818 — 1,818 Interest rate product — 31,592 — 31,592 Credit risk participation agreements — — — — Total assets measured at fair value on a recurring basis as of December 31, 2024 $ — $ 1,298,996 $ — $ 1,298,996 Liabilities: Interest rate product $ — $ 29,110 $ — $ 29,110 Total liabilities measured at fair value on a recurring basis as of December 31, 2024 $ — $ 29,110 $ — $ 29,110 December 31, 2023 Assets: Investment securities available-for-sale: U.S. treasury bonds $ — $ 47,901 $ — $ 47,901 U.S. agency securities — 671,397 — 671,397 Residential mortgage-backed securities — 727,353 — 727,353 Commercial mortgage-backed securities — 49,564 — 49,564 Municipal bonds — 8,490 — 8,490 Corporate bonds — 1,683 — 1,683 Interest rate product — 30,662 — 30,662 Credit risk participation agreements — 3 — 3 Total assets measured at fair value on a recurring basis as of December 31, 2023 $ — $ 1,537,053 $ — $ 1,537,053 Liabilities: Interest rate product $ — $ 30,555 $ — $ 30,555 Total liabilities measured at fair value on a recurring basis as of December 31, 2023 $ — $ 30,555 $ — $ 30,555 131 Table o f Contents Investment securities available-for-sale: AFS securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 2 securities includes certain U.S. treasury bonds, U.S. agency debt securities, MBS issued by Government Sponsored Entities and municipal bonds. Securities classified as Level 3 include securities in less liquid markets, for which the carrying amounts approximate the fair value. Credit risk participation agreements : The Company enters into RPAs with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts. The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. Accordingly, RPAs fall within Level 2. Interest rate derivatives: The Company entered into an interest rate derivative agreement with an institutional counterparty, under which the Company will receive cash if and when market rates exceed the derivatives' strike rate. The fair value of the derivative is calculated by determining the total expected asset or liability exposure of the derivatives. Total expected exposure incorporates both the current and potential future exposure of the derivative, derived from using observable inputs, such as yield curves and volatilities. Accordingly, the derivative falls within Level 2. Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis The Company measures certain assets at fair value on a nonrecurring basis and the following is a general description of the methods used to value such assets. Loans: The fair value of individually assessed loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those individually assessed loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At December 31, 2024, substantially all of the Company’s individually evaluated loans were evaluated based upon the fair value of the collateral. In accordance with ASC Topic 820, individually evaluated loans where an allowance is established based on the fair value of collateral, i.e. those that are collateral dependent, require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3. Other real estate owned ("OREO") : OREO is initially recorded at fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral, which the Company classifies as a Level 3 valuation. Assets measured at fair value on a nonrecurring basis are included in the table below. There were no liabilities measured at fair value on a non-recurring basis at December 31, 2024 and 2023. (dollars in thousands) Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total (Fair Value) December 31, 2024 Individually assessed loans: Commercial $ — $ — $ 2,551 $ 2,551 Income producing - commercial real estate — — 158,956 158,956 Owner occupied - commercial real estate — — 30,384 30,384 Real estate mortgage - residential — — — — Construction - commercial and residential — — 303 303 Home equity — — — — Other real estate owned — — 2,743 2,743 Total assets measured at fair value on a nonrecurring basis as of December 31, 2024 $ — $ — $ 194,937 $ 194,937 132 Table o f Contents (dollars in thousands) Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total (Fair Value) December 31, 2023 Individually assessed loans: Commercial $ — $ — $ 2,475 $ 2,475 Income producing - commercial real estate — — 41,038 41,038 Owner occupied - commercial real estate — — 19,880 19,880 Real estate mortgage - residential — — 1,638 1,638 Consumer — — 396 396 Home equity — — 242 242 Other real estate owned — — 1,108 1,108 Total assets measured at fair value on a nonrecurring basis as of December 31, 2023 $ — $ — $ 66,777 $ 66,777 As shown in the table above, certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets after they are evaluated for impairment. The primary assets accounted for at fair value on a nonrecurring basis are related to collateral-dependent loans that are individually assessed and other real estate owned. For the collateral-dependent loans and other real estate owned, the Company measures the fair value utilizing a market valuation approach, based on an appraisal conducted by an independent, licensed appraiser. Management may discount the value from the appraisal in determining the fair value if, based on its understanding of the market conditions, the collateral had been impaired below the appraised value (Level 3). For loans that are not collateral dependent, the Company uses an income approach, specifically, the discounted cash flow method. The continuing payments are discounted over the expected life at the loan’s original contract rate and include adjustments for risk of default. Fair Value of Financial Instruments The Company discloses fair value information about financial instruments for which it is practicable to estimate the value, whether or not such financial instruments are recognized on the balance sheet. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by quoted market price, if one exists. Quoted market prices, if available, are shown as estimates of fair value. Because no quoted market prices exist for a portion of the Company’s financial instruments, the fair value of such instruments has been derived based on management’s assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual financial instrument values, including in certain cases, the Company's estimation of exit pricing, and should not be considered an indication of the fair value of the Company taken as a whole. 133 Table o f Contents The estimated fair values of the Company’s financial instruments at December 31, 2024 and 2023 are as follows: Fair Value Measurements (dollars in thousands) Carrying Value Fair Value Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) December 31, 2024 Assets Cash and due from banks $ 11,882 $ 11,882 $ 11,882 $ — $ — Federal funds sold 2,581 2,581 — 2,581 — Interest bearing deposits with other banks 619,017 619,017 — 619,017 — Investment securities available-for-sale 1,267,404 1,267,404 — 1,267,404 — Investment securities held-to-maturity 938,647 820,382 — 820,382 — Federal Reserve and Federal Home Loan Bank stock 51,763 N/A — — — Loans 7,934,888 7,707,424 — — 7,707,424 Bank owned life insurance 115,806 115,806 — 115,806 — Annuity investment 12,656 12,656 — 12,656 — Interest rate product 31,592 31,592 — 31,592 — Accrued interest receivable 49,479 49,479 — 49,479 — Liabilities Noninterest bearing deposits 1,544,403 1,544,403 — 1,544,403 — Interest bearing deposits 4,811,012 4,811,012 — 4,811,012 — Time deposits 2,775,663 2,785,891 — 2,785,891 — Customer repurchase agreements 33,157 33,157 — 33,157 — Other short-term borrowings 490,000 490,000 — 490,000 — Long-term borrowings 76,108 82,916 — 82,916 — Interest rate product 29,110 29,110 — 29,110 — Accrued interest payable 17,844 17,844 — 17,844 — December 31, 2023 Assets Cash and due from banks $ 9,047 $ 9,047 $ 9,047 $ — $ — Federal funds sold 3,740 3,740 — 3,740 — Interest bearing deposits with other banks 709,897 709,897 — 709,897 — Investment securities available-for-sale 1,506,388 1,506,388 — 1,506,388 — Investment securities held-to-maturity 1,015,737 901,582 — 901,582 — Federal Reserve and Federal Home Loan Bank stock 25,748 N/A — — — Loans held for sale — — — — — Loans 7,968,695 7,720,241 — — 7,720,241 Bank owned life insurance 112,921 112,921 — 112,921 — Annuity investment 13,112 13,112 — 13,112 — Credit risk participation agreements 3 3 — 3 — Interest rate product 30,662 30,662 — 30,662 — Accrued interest receivable 53,337 53,337 53,337 — — Liabilities Noninterest bearing deposits 2,279,081 2,279,081 — 2,279,081 — Interest bearing deposits 4,311,491 4,311,491 — 4,311,491 — Time deposits 2,217,467 2,217,795 — 2,217,795 — Customer repurchase agreements 30,587 30,587 — 30,587 — Other short-term borrowings 1,369,918 1,368,621 — 1,368,621 — Long-term borrowings — — — — — Interest rate product 30,555 30,555 — 30,555 — Accrued interest payable 57,395 57,395 57,395 — — 134 Table o f Contents Note 24 – Parent Company Financial Information Condensed financial information for Eagle Bancorp, Inc. (the "Parent Company") is as follows: Parent Company Condensed Balance Sheets as of (dollars in thousands) December 31, 2024 December 31, 2023 Assets Cash and due from banks $ 23,561 $ 38,396 Investment securities held-to-maturity, net allowance for credit losses of $ 1,000 and $ 1,449 , respectively 43,172 43,633 Investment in subsidiary 1,230,907 1,269,022 Other assets 6,570 10,366 Total Assets $ 1,304,210 $ 1,361,417 Liabilities Other liabilities $ 2,041 $ 17,216 Borrowings 76,108 69,918 Total liabilities 78,149 87,134 Shareholders’ Equity Common stock 298 296 Additional paid in capital 384,932 374,888 Retained earnings 982,304 1,061,456 Accumulated other comprehensive loss ( 141,473 ) ( 162,357 ) Total Shareholders’ Equity 1,226,061 1,274,283 Total Liabilities and Shareholders’ Equity $ 1,304,210 $ 1,361,417 Parent Company Condensed Statements of Operations Years Ended December 31, (dollars in thousands) 2024 2023 2022 Income Other interest and dividends $ 99,236 $ 126,264 $ 87,781 Gain on sale of investment securities 1,060 — — Other income (loss) 66 43 ( 24 ) Total Income 100,362 126,307 87,757 Expenses Interest expense 4,797 4,149 4,149 Legal and professional 495 1,695 894 Directors compensation 474 597 643 Provision for (reversal of) credit losses ( 449 ) 1,124 326 Other expenses 1,411 879 14,746 Total Expenses 6,728 8,444 20,758 Income Before Income Tax Expense (Benefit) and Equity in Undistributed Income (Loss) of Subsidiaries 93,634 117,863 66,999 Income Tax Expense (Benefit) 2,182 ( 1,220 ) ( 1,183 ) Income Before Equity in Undistributed Income (Loss) of Subsidiaries 91,452 119,083 68,182 Equity in Undistributed Income (Loss) of Subsidiaries ( 138,487 ) ( 18,549 ) 72,748 Net Income (loss) $ ( 47,035 ) $ 100,534 $ 140,930 135 Table o f Contents Parent Company Condensed Statements of Cash Flows Years Ended December 31, (dollars in thousands) 2024 2023 2022 Cash Flows From Operating Activities Net Income (Loss) $ ( 47,035 ) $ 100,534 $ 140,930 Adjustments to reconcile net income (loss) to net cash used in operating activities: Equity in undistributed income (loss) of subsidiary 138,487 18,549 ( 72,748 ) Net tax benefits from stock based compensation expense 9,561 10,018 9,899 Securities premium amortization, net 1,004 6 ( 54 ) Provision for (reversal of) credit losses for investment securities held-to-maturity ( 449 ) 1,124 326 Depreciation and amortization 82 124 — (Increase) decrease in other assets ( 11,935 ) ( 10,397 ) ( 12,909 ) Increase (decrease) in other liabilities 2,917 ( 1,064 ) 4,593 Net cash provided by operating activities 92,632 118,894 70,037 Cash Flows From Investing Activities Investment in subsidiary ( 70,000 ) — — Purchases of held-to-maturities investment securities — — ( 3,976 ) Proceeds from maturities of held-to-maturities securities — — 1,500 Net cash used in investing activities ( 70,000 ) — ( 2,476 ) Cash Flows From Financing Activities Net proceeds from borrowings 7,665 — — Proceeds from exercise of stock options — — 97 Proceeds from employee stock purchase plan 485 586 748 Common stock repurchased — ( 47,631 ) ( 33,087 ) Cash dividends paid ( 45,617 ) ( 54,993 ) ( 55,776 ) Net cash used in financing activities ( 37,467 ) ( 102,038 ) ( 88,018 ) Net Increase (Decrease) in Cash ( 14,835 ) 16,856 ( 20,457 ) Cash and Cash Equivalents at Beginning of Year 38,396 21,540 41,997 Cash and Cash Equivalents at End of Year $ 23,561 $ 38,396 $ 21,540 Non-Cash Investing Activities Transfers of investment securities from available-for-sale to held-to-maturity $ — $ — $ 42,467 Note 25 – Segment Reporting The Company has one reporting unit, one operating segment and, consequently, a single reportable segment. The Chief Executive Officer, who is the Company’s CODM, monitors revenue streams and other information provided about the company’s products and services offered, primarily banking operations. The information provided to the CODM is presented on an aggregated entity-level basis, which is consistent with the accompanying Consolidated Financial Statements presented in this Form 10-K. The CODM evaluates the financial performance of the Company’s business by evaluating revenue streams, significant expenses, and budget to actual results in assessing operating results and in allocating resources, but profitability is only determined at the entity level. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and allocating resources. Loans, investments, and deposits provide the revenues in the Company's operation. Interest expense, provisions for credit losses, and payroll provide the significant expenses in the Company's operations. All of the Company's income and expenses are included in the accompanying Consolidated Financial Statements presented in this Form 10-K. All of the Company’s operations are domestic. 136 Table o f Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None.