Item 8. Financial Statements and Supplementary Data
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, 2025 and 2024, 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, 2025, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 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, 2025, 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
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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.
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 ("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.
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• 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.
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.
Franklin, Tennessee
March 9, 2026
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EAGLE BANCORP, INC.
Consolidated Balance Sheets
(dollars in thousands, except share and per share data)
As of
December 31, 2025 December 31, 2024
Assets
Cash and due from banks $ 11,692 $ 14,463
Interest-bearing deposits with banks and other short-term investments 684,001 619,017
Investment securities available-for-sale (amortized cost of $ 1,055,146 and $ 1,408,935 , respectively, and allowance for credit losses of $ 0 and $ 22 , respectively)
976,770 1,267,404
Investment securities held-to-maturity, net of allowance for credit losses of $ 1,030 and $ 1,306 , respectively (fair value of $ 774,947 and $ 820,382 , respectively)
854,780 938,647
Federal Reserve and Federal Home Loan Bank stock 28,327 51,763
Loans held for sale, at lower of cost or fair value 90,650 —
Loans held for investment, at amortized cost 7,280,459 7,934,888
Less: Allowance for credit losses ( 159,604 ) ( 114,390 )
Loans held for investment, net of allowance 7,120,855 7,820,498
Premises and equipment, net 12,800 7,694
Right-of-use assets - operating leases 28,451 18,494
Deferred income taxes 132,330 91,472
Bank-owned life insurance 335,177 115,806
Other real estate owned 2,059 2,743
Other assets 219,311 181,507
Total Assets $ 10,497,203 $ 11,129,508
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest-bearing demand $ 1,433,952 $ 1,544,403
Interest-bearing transaction 1,038,154 1,211,791
Savings and money market 3,624,813 3,599,221
Time deposits 3,036,687 2,775,663
Total deposits 9,133,606 9,131,078
Customer repurchase agreements — 33,157
Other short-term borrowings — 490,000
Long-term borrowings 76,428 76,108
Operating lease liabilities 35,256 23,815
Reserve for unfunded commitments 5,090 3,463
Other liabilities 115,540 145,826
Total Liabilities 9,365,920 9,903,447
Shareholders’ Equity
Common stock, par value 0.01 per share; shares authorized 100,000,000 , shares issued and outstanding 30,359,632 and 30,202,003 , respectively
300 298
Additional paid-in capital 382,499 384,932
Retained earnings 837,643 982,304
Accumulated other comprehensive income (loss) ( 89,159 ) ( 141,473 )
Total Shareholders’ Equity 1,131,283 1,226,061
Total Liabilities and Shareholders’ Equity $ 10,497,203 $ 11,129,508
See Notes to Consolidated Financial Statements.
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EAGLE BANCORP, INC.
Consolidated Statements of Operations
(dollars in thousands, except per share data)
For the Year Ended December 31,
2025 2024 2023
Interest Income
Interest and fees on loans $ 494,807 $ 548,389 $ 518,080
Interest and dividends on investment securities 43,958 49,971 54,660
Interest on balances with other banks and short-term investments 65,717 89,203 52,587
Total interest income 604,482 687,563 625,327
Interest Expense
Interest on deposits 314,655 320,421 257,544
Interest on customer repurchase agreements 764 1,271 1,218
Interest on other short-term borrowings 11,086 72,386 73,253
Interest on long-term borrowings 8,090 4,797 2,766
Total interest expense 334,595 398,875 334,781
Net Interest Income 269,887 288,688 290,546
Provision for (Reversal of) Credit Losses 293,097 66,360 31,536
Provision for (Reversal of) Credit Losses for Unfunded Commitments 1,627 ( 2,127 ) ( 267 )
Net Interest Income (Loss) After Provision for (Reversal of) Credit Losses ( 24,837 ) 224,455 259,277
Noninterest Income
Service charges on deposits 7,127 6,843 6,455
Gain (loss) on sale of loans
( 4,687 ) 57 418
Net gain (loss) on sale of investment securities ( 3,823 ) 14 ( 11 )
Increase in the cash surrender value of bank-owned life insurance 20,372 2,885 2,659
Other income 10,319 10,140 12,015
Total noninterest income 29,308 19,939 21,536
Noninterest Expense
Salaries and employee benefits 87,859 87,768 86,096
Premises and equipment expenses 12,027 11,382 12,606
Marketing and advertising 5,016 5,449 3,359
Data processing 16,574 14,093 13,083
Legal, accounting and professional fees 10,168 9,286 10,787
FDIC insurance 31,413 29,009 11,853
Goodwill impairment — 104,168 —
Legal contingency (Note 19)
10,000 — —
Other expenses 27,598 13,479 15,509
Total noninterest expense 200,655 274,634 153,293
Income (Loss) Before Income Tax Expense ( 196,184 ) ( 30,240 ) 127,520
Income Tax Expense (Benefit)
( 58,132 ) 16,795 26,986
Net Income (Loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
Earnings (Loss) Per Common Share
Basic $ ( 4.55 ) $ ( 1.56 ) $ 3.31
Diluted $ ( 4.55 ) $ ( 1.56 ) $ 3.31
See Notes to Consolidated Financial Statements.
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EAGLE BANCORP, INC.
Consolidated Statements of Comprehensive Income (Loss)
(dollars in thousands)
For the Year Ended December 31,
2025 2024 2023
Net Income (Loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available-for-sale 44,845 15,406 32,519
Reclassification adjustment for (gain) loss on fair value hedging relationships
( 108 ) — —
Reclassification adjustment for net (gain) loss included in net income (loss) 2,629 ( 12 ) 8
Total unrealized gain (loss) on investment securities available-for-sale 47,366 15,394 32,527
Amortization of unrealized loss on securities transferred to held-to-maturity 4,882 5,290 4,805
Unrealized gain (loss) on derivatives 27 200 ( 182 )
Reclassification adjustment for (gain) loss on cash flow hedging relationships
39 — —
Total unrealized gain (loss) on derivatives 66 200 ( 182 )
Other comprehensive income (loss) 52,314 20,884 37,150
Comprehensive Income (Loss) $ ( 85,738 ) $ ( 26,151 ) $ 137,684
See Notes to Consolidated Financial Statements.
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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 as of January 1, 2023
31,346,903 $ 310 $ 412,303 $ 1,015,215 $ ( 199,507 ) $ 1,228,321
Net Income (Loss)
— — — 100,534 — 100,534
Other comprehensive income (loss), 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 as of 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 (loss), 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 ($ 1.07 per share)
— — — ( 32,117 ) — ( 32,117 )
Common stock repurchased — — — — — —
Balance as of December 31, 2024
30,202,003 298 384,932 982,304 ( 141,473 ) 1,226,061
Out-of-period adjustment (1)
— — ( 8,705 ) 8,705 — —
Balance as of January 1, 2025
30,202,003 298 376,227 991,009 ( 141,473 ) 1,226,061
Net Income (Loss)
— — — ( 138,052 ) — ( 138,052 )
Other comprehensive income (loss), net of tax
— — — — 52,314 52,314
Stock-based compensation expense — — 7,046 — — 7,046
Issuance of common stock under share-based compensation arrangements 136,449 2 ( 1,210 ) — — ( 1,208 )
Issuance of common stock related to employee stock purchase plan 21,180 — 436 — — 436
Cash dividends declared ($ 0.51 per share)
— — — ( 15,314 ) — ( 15,314 )
Common stock repurchased — — — — — —
Balance as of December 31, 2025
30,359,632 $ 300 $ 382,499 $ 837,643 $ ( 89,159 ) $ 1,131,283
(1) Refer to "Note 1 – Summary of Significant Accounting Policies" for further details on this out-of-period adjustment.
See Notes to Consolidated Financial Statements.
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EAGLE BANCORP, INC.
Consolidated Statements of Cash Flows
(dollars in thousands)
For the Year Ended December 31,
2025 2024 2023
Cash Flows From Operating Activities:
Net Income (loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 293,097 66,360 31,536
(Reversal of) provision for unfunded commitments 1,627 ( 2,127 ) ( 267 )
Goodwill impairment — 104,168 —
Depreciation and amortization 2,947 3,198 3,480
Loss on mortgage servicing rights — ( 1,512 ) 142
Securities premium amortization (discount accretion), net 4,494 5,416 6,189
Origination of loans residential mortgage loans held for sale
— — ( 29,690 )
Proceeds from sale of residential mortgage loans held for sale
— — 36,842
Gains (loss) on sale of residential mortgage loans held for sale — ( 57 ) ( 418 )
Deferred income tax (benefit) expense ( 58,132 ) 2,601 ( 3,377 )
Net gain on sale of other real estate owned ( 1,653 ) — ( 134 )
Net increase in cash surrender value of bank owned life insurance ( 20,372 ) ( 2,885 ) ( 2,659 )
Net (gain) loss on sale of investment securities 3,823 ( 14 ) 11
Stock-based compensation expense 7,046 9,561 10,018
Decrease (increase) in other assets ( 37,644 ) ( 7,703 ) ( 14,976 )
Increase (decrease) in other liabilities ( 28,686 ) ( 6,201 ) 58,395
Net cash provided by operating activities 28,495 123,770 195,626
Cash Flows From Investing Activities:
Purchases of available-for-sale investment securities ( 28,224 ) — —
Proceeds from maturities of available-for-sale securities 119,743 115,404 123,782
Proceeds from sale/call of available-for-sale securities 256,238 141,100 8,303
Proceeds from maturities of held-to-maturity securities 68,276 70,235 78,251
Proceeds from call of held-to-maturity securities 19,924 11,868 2,906
Purchases of Federal Reserve stock ( 197 ) ( 2,383 ) ( 299 )
Proceeds from (purchases of) Federal Home Loan Bank stock 23,634 ( 23,633 ) 39,618
Proceeds from sale of mortgage servicing rights — 4,798 —
Net change in loans 207,617 ( 6,982 ) ( 351,913 )
Proceeds from sale of loans 95,381 — —
Net (purchase) redemption of bank owned life insurance ( 199,159 ) — 736
Proceeds from sale of other real estate owned 14,933 656 987
Purchase of premises and equipment ( 7,733 ) ( 326 ) ( 70 )
Net cash (used in) provided by investing activities 570,433 310,737 ( 97,699 )
Cash Flows From Financing Activities:
Increase (decrease) in deposits 2,528 323,039 94,857
Increase (decrease) in customer repurchase agreements ( 33,157 ) 2,570 ( 4,513 )
Decrease in short-term borrowings ( 490,000 ) ( 880,000 ) 324,999
Net proceeds from long-term borrowings — 75,812 —
Proceeds from exercise of equity compensation plans ( 1,208 ) — —
Proceeds from employee stock purchase plan 436 485 586
Common stock repurchased — — ( 48,033 )
Cash dividends paid ( 15,314 ) ( 45,617 ) ( 54,993 )
Net cash provided by (used in) financing activities ( 536,715 ) ( 523,711 ) 312,903
Net Increase (Decrease) in Cash and Cash Equivalents 62,213 ( 89,204 ) 410,830
Cash and Cash Equivalents at Beginning of Period 633,480 722,684 311,854
Cash and Cash Equivalents at End of Period $ 695,693 $ 633,480 $ 722,684
See Notes to Consolidated Financial Statements.
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For the Year Ended December 31,
2025 2024 2023
Supplemental Cash Flows Information:
Interest paid $ 342,469 $ 438,222 $ 376,841
Net cash paid (refunds received) for income taxes:
Federal
$ — $ 5,200 $ 21,500
State
1,460 3,010 40
Foreign
— — —
Net cash paid (refunds received) for income taxes
$ 1,460 $ 8,210 $ 21,540
Income taxes paid (net of refunds) exceeded 5% threshold in the following jurisdictions:
State
Maryland $ 1,120 $ 2,790 N/A (1)
DC 340 N/A (1)
N/A (1)
Supplemental Non-Cash Disclosures:
Initial recognition of operating lease right-of-use assets $ 15,941 $ 5,786 $ 418
Transfer of loans held for investment to loans held for sale 201,397 5,000 —
Transfers from loans to other real estate owned 12,600 2,370 —
(1) Did not exceed the reporting threshold of 5% for the period presented.
See Notes to Consolidated Financial Statements.
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Notes to Consolidated Financial Statements | Note 1 – Summary of Significant Accounting Policies
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"), conduct 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 services. 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 web-based and smartphone-enabled banking services. The Bank has three active direct subsidiaries: Bethesda Leasing, LLC, Eagle Insurance Services, LLC and Landroval Municipal Finance, Inc. Bethesda Leasing, LLC holds title to and operates real estate owned and acquired through foreclosure. Eagle Insurance Services, LLC, which 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. focuses on lending to municipalities by buying debt on the public market as well as direct purchase issuance.
Principles of Consolidation and Basis of Presentation
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 23 – Parent Company Financial Information" for further details).
The accounting and reporting policies of the Company conform to generally accepted accounting principles in the United States of America ("GAAP") and to general 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 2024 amounts previously reported to conform to the 2025 presentation. Reclassifications had no effect on net income (loss) or shareholders' equity.
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.
Out-of-Period Adjustment
The Company recorded an out-of-period adjustment in 2025 that had the net effect of increasing retained earnings and decreasing additional paid-in capital by $ 8.7 million. The adjustment is the result of an identified error in the accounting for shares withheld to cover employee tax liabilities related to vested stock-based compensation. The Company assessed the individual and aggregate impact of this adjustment on the current year and all prior periods and determined that the cumulative effect of the adjustments was not material to 2025 and did not result in a material misstatement to any previously issued annual or quarterly financial statements. Consequently, the Company recorded the adjustment in 2025 and has not revised any previously issued amounts in the Company’s Consolidated Financial Statements.
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 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.
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Notes to Consolidated Financial Statements | Note 1 – Summary of Significant Accounting Policies
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 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 are adjusted based on prepayment assumptions 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 HTM securities. Such amounts are amortized over the remaining life of the security. There were no transfers during the periods presented.
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 either held for investment ("HFI"), when management has the intent and ability to hold the loans for the foreseeable future or until maturity or payoff, or held for sale ("HFS"). HFS loans are reported at the lower of cost or fair value on the Consolidated Balance Sheets. 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.
Besides our primary loan portfolio segments that are summarized below, the Company also regularly engages in the sale of the guaranteed portion of SBA loans originated by the Bank. 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.
Up until the second half of 2024, 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
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Notes to Consolidated Financial Statements | Note 1 – Summary of Significant Accounting Policies
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.
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.
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.
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
The table below presents a breakdown of the current provision for credit losses included in our Consolidated Statements of Operations.
For the Year Ended December 31,
(dollars in thousands) 2025
2024
2023
Provision for (reversal of) credit losses - loans $ 293,392 $ 67,005 $ 30,346
Provision for (reversal of) credit losses - HTM debt securities ( 295 ) ( 645 ) 1,190
Total Provision for credit losses $ 293,097 $ 66,360 $ 31,536
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.
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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.
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.
Portfolio segments are used to pool loans with similar risk characteristics and align with our methodology for measuring current expected credit losses ("CECL"). 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 in the total loan portfolio and total amount of unfunded credit commitments, respectively. 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, warehouses, 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 fluctuations in collateral values, as well as rental demand and rates.
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, healthcare 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 properties, residential condominiums, single unit and 1-4 unit residential properties 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.
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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, appraisal risk from volatility in the market, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies. 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. Additionally, the ACL includes a qualitative reserve for CRE office loans (the "office overlay"), which reflects management’s assessment of continued uncertainty in that sector as well as potential lag effects from interest-rate sensitivity, valuation declines, and refinancing risk. Management continues to monitor trends, including occupancy, capitalization rates, and market liquidity, across key metropolitan areas and may adjust qualitative reserves further as these factors evolve.
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.
The company uses four economic variables in its cash flow model: national unemployment, Commercial Real Estate ("CRE") Price Index, House Price Index and Gross Domestic Product ("GDP"), which 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.
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 ("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
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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.
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 uncollectibility 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.
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 Statements 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.
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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 3 to 7 years for furniture, fixtures and equipment, 3 to 5 years for computer software and hardware and 5 to 20 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
During the 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
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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.
• 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 used to enter 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 Company discontinued this product offering in November 2025.
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 15 – Stock-Based Compensation" for a description of stock-based compensation awards, activity and expense for the years ended December 31, 2025, 2024 and 2023. 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 Statements of Operations.
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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 unrealized gains and losses on derivatives as cash flow hedges (all 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. Other than the legal contingency discussed in Note 19 – Commitments and Contingent Liabilities, Management does not believe any additional 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 24 – 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. 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, requiring public business entities to disaggregate within the financial statement footnotes, 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
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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. The company will expand its disclosures in the annual reporting period beginning after December 15, 2026 and interim reporting periods after to include disaggregated information related to the expenses required by the standard.
ASU No. 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)"; Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") amends guidance related to the accounting for internal-use software development costs. The amendments are intended to modernize the recognition and capitalization framework to reflect current software development practices, including iterative and agile methodologies, by removing references to "development stages". It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, which for the Company would be the fiscal first quarter ending March 31, 2028. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2025-06 allows companies to elect one of the following adoption methods to apply its amendments: a prospective transition approach, a retrospective transition approach, or a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is currently evaluating the impact the new accounting standard will have on its policy for capitalization of development costs for software intended for internal use.
ASU No. 2025-07, "Derivatives and Hedging (Topic 815)—Derivatives Scope Refinements (Issue 1)" ("ASU 2025-07"). I n September 2025, the FASB issued ASU 2025-07 to refine the scope of derivative accounting under ASC 815 and clarify the treatment of share-based noncash consideration from customers under ASC 606. The update provides a new scope exception for certain contracts based on a party’s own operations, removing them from derivative accounting. It also clarifies that share-based consideration from customers should be measured at fair value at contract inception and included in the transaction price only if the right to receive it is unconditional. Subsequent fair value changes before the right becomes unconditional are not recognized in revenue. The ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted, and transition options include prospective or modified retrospective application. Entities will need to reassess existing contracts and update processes for valuation and revenue recognition related to customer share-based payments. The Company is currently in the process of evaluating this guidance.
ASU No. 2025-09, " Derivatives and Hedging (Topic 815)— Hedge Accounting Improvements " ("ASU 2025-09"). In November 2025, the FASB issued ASU 2025-09 to provide significant improvements to hedge accounting under FASB ASC 815, primarily by giving companies more flexibility to align hedge accounting with their actual risk management, especially for variable-rate debt ("choose-your-rate"), nonfinancial asset hedges, and aggregated forecasts. Key changes include allowing flexible switching between interest rate indexes for variable debt hedges, simplifying grouping of forecasted transactions (similar risk instead of shared risk), and resolving mismatches in complex dual-purpose hedges involving foreign currency debt. The goal is to reduce complexity, cost, and align financial reporting with economic reality. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods The Company is currently in the process of evaluating this guidance.
ASU No. 2025-12, " Codifications Improvements " ("ASU 2025-12"). In December 2025, the FASB issued ASU 2025-12 to make dozens of technical corrections, clarifications, and minor enhancements across various topics including simplifying diluted EPS calculations with losses, clarifying lease receivable disclosures, refining beneficial interest calculations, and streamlining treasury stock accounting. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating this guidance.
Accounting Standards Adopted in 2025
ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The ASU required additional income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 was effective for public business entities for annual periods beginning after December 15, 2024. The new disclosure requirements were adopted retrospectively by the Company in 2025, and the requirements around
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effective tax rates and cash income taxes paid only apply to year-end. Refer to "Note 12 – Income Taxes" for further details.
ASU No. 2024-02, "Codification Improvements—Amendments to Remove References to the Concepts Statements" ("ASU 2024-02") amended the Accounting Standard Codification ("Codification") by removing references to various concepts statements. These amendments simplified the Codification and further drew a distinction between authoritative and non-authoritative literature. The amendments were effective for public business entities for fiscal years beginning after December 15, 2024. Adoption of this guidance did not have a material impact on our consolidated financial statements. Refer to "Note 12 – Income Taxes" in this report for the applied accounting standard.
Note 2 – Cash and Due from Banks
For the years ended December 31, 2025 and 2024, the Bank maintained average daily balances at the Federal Reserve Bank of Richmond ("Federal Reserve Bank") of $ 1.5 billion and $ 1.8 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 table below summarizes the Company's investment in AFS securities by major security type.
As of December 31, 2025
(dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Value
U.S. agency securities $ 355,249 $ — $ ( 17,541 ) $ — $ 337,708
Residential mortgage-backed securities 620,540 152 ( 58,188 ) — 562,504
Commercial mortgage-backed securities 68,931 117 ( 2,503 ) — 66,545
Municipal bonds 8,426 — ( 380 ) — 8,046
Corporate bonds 2,000 — ( 33 ) — 1,967
Total available-for-sale securities $ 1,055,146 $ 269 $ ( 78,645 ) $ — $ 976,770
As of December 31, 2024
(dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Value
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
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The table below summarizes the Company's investment in HTM securities by major security type.
As of December 31, 2025
(dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Residential mortgage-backed securities $ 544,402 $ — $ ( 58,836 ) $ 485,566
Commercial mortgage-backed securities 85,760 — ( 9,787 ) 75,973
Municipal bonds 106,875 — ( 6,933 ) 99,942
Corporate bonds 118,773 8 ( 5,315 ) 113,466
Total 855,810 $ 8 $ ( 80,871 ) $ 774,947
Less: Allowance for credit losses
( 1,030 )
Total held-to-maturity securities, net of ACL $ 854,780
As of December 31, 2024
(dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
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
In addition, as of December 31, 2025 and 2024, the Company held $ 28.3 million and $ 51.8 million, respectively, in non-marketable equity securities 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.
As of December 31, 2025 and 2024, the Company had $ 38.5 million and $ 44.8 million, respectively, of unamortized unrealized losses outstanding following the transfer of investment securities from AFS to HTM in 2022. These unrealized losses are included in accumulated other comprehensive loss and are amortized through interest income as a yield adjustment over the remaining term of the securities.
Accrued interest receivable on investment securities totaled $ 5.5 million and $ 6.6 million as of December 31, 2025 and 2024, 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.
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The table below summarizes, 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.
As of December 31, 2025
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
Investment securities available-for-sale:
U.S. agency securities 52 $ — $ — $ 337,708 $ ( 17,541 ) $ 337,708 $ ( 17,541 )
Residential mortgage-backed securities 139 — — 546,514 ( 58,188 ) 546,514 ( 58,188 )
Commercial mortgage-backed securities 10 — — 37,329 ( 2,503 ) 37,329 ( 2,503 )
Municipal bonds 1 — — 8,046 ( 380 ) 8,046 ( 380 )
Corporate bonds 1 — — 1,967 ( 33 ) 1,967 ( 33 )
Total 203 $ — $ — $ 931,564 $ ( 78,645 ) $ 931,564 $ ( 78,645 )
Investment securities held-to-maturity:
Residential mortgage-backed securities 136 $ — $ — $ 485,567 $ ( 58,836 ) $ 485,567 $ ( 58,836 )
Commercial mortgage-backed securities 16 4,271 ( 503 ) 71,702 ( 9,284 ) 75,973 ( 9,787 )
Municipal bonds 33 — — 98,942 ( 6,933 ) 98,942 ( 6,933 )
Corporate bonds 27 1,922 ( 18 ) 106,638 ( 5,297 ) 108,560 ( 5,315 )
Total 212 $ 6,193 $ ( 521 ) $ 762,849 $ ( 80,350 ) $ 769,042 $ ( 80,871 )
As of December 31, 2024
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
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 )
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 )
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As of December 31, 2025, unrealized losses 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 measures its AFS and HTM securities portfolios for credit losses as part of its ACL analysis. For further information on provision for credit losses on AFS and HTM securities, see the "Allowance for Credit Losses" discussion in "Note 1 – Summary of Significant Accounting Policies". As of December 31, 2025 and 2024, the Company had an allowance for credit losses outstanding of zero and $ 22 thousand, respectively, on its AFS securities and $ 1.0 million and $ 1.3 million, respectively, on its HTM securities, each of which primarily comprise allowances for corporate bonds.
The table below summarizes the Company's investment in AFS securities and HTM securities by contractual maturity. Expected maturities for mortgage-backed securities ("MBS") will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
As of December 31, 2025
(dollars in thousands) Amortized Cost Estimated Fair Value
Investment securities available-for-sale:
Within one year $ 58,374 $ 57,691
One to five years 224,088 213,883
Five to ten years 64,720 59,807
Beyond ten years 18,493 16,340
Residential mortgage-backed securities 620,540 562,504
Commercial mortgage-backed securities 68,931 66,545
Less: allowance for credit losses — —
Total investment securities available-for-sale 1,055,146 976,770
Investment securities held-to-maturity:
Within one year 4,897 4,905
One to five years 71,023 69,041
Five to ten years 98,654 92,580
Beyond ten years 51,074 46,882
Residential mortgage-backed securities: 544,402 485,566
Commercial mortgage-backed securities 85,760 75,973
Less: allowance for credit losses ( 1,030 ) —
Total investment securities held-to-maturity 854,780 774,947
Total $ 1,909,926 $ 1,751,717
The table below displays information about the sales and calls of our investment securities.
For the Year Ended December 31,
(dollars in thousands) 2025 2024 2023
Proceeds from sales and calls $ 276,162 $ 152,968 $ 11,209
Gross realized gains from sales and calls 20 14 129
Gross realized losses from sales and calls 3,843 — 140
As of December 31, 2025 and 2024, 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 $ 519.6 million and $ 369.1 million, respectively, which were well in excess of required amounts in order to operationally provide significant reserve amounts for new business.
As of December 31, 2025 and 2024, 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.
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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.
The table below presents HFI Loans, net of unamortized net deferred fees, summarized by portfolio segment.
As of
December 31, 2025 December 31, 2024
(dollars in thousands) Amount % Amount %
Commercial $ 1,338,486 18 % $ 1,183,628 15 %
Income producing - commercial real estate 3,350,718 46 % 4,064,846 51 %
Owner occupied - commercial real estate 1,602,124 22 % 1,269,669 16 %
Real estate mortgage - residential 37,100 1 % 50,535 1 %
Construction - commercial and residential 795,400 11 % 1,210,763 15 %
Construction - C&I (owner occupied) 108,468 1 % 103,259 1 %
Home equity 47,448 1 % 51,130 1 %
Other consumer 715 — % 1,058 — %
Total loans 7,280,459 100 % 7,934,888 100 %
Less: allowance for credit losses ( 159,604 ) ( 114,390 )
Net loans (1)
$ 7,120,855 $ 7,820,498
(1) Excludes accrued interest receivable of $ 35.9 million and $ 42.9 million as of December 31, 2025 and 2024, respectively, which were recorded in other assets on the Consolidated Balance Sheets.
Unamortized net deferred fees and costs were $ 17.6 million and $ 18.8 million as of December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, certain loans, primarily income producing - commercial real estate loans, were reclassified from HFI to HFS loans with the lower of cost or fair value of $ 201.4 million. As of December 31, 2025, the outstanding balance of these HFS loans was $ 90.7 million as reported on the Consolidated Balance Sheets, all of which were on nonaccrual status.
As of December 31, 2025 and 2024, the Bank serviced $ 81.5 million and $ 63.7 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.
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
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to an advance, the Bank or its contractor inspects the project to determine that the work has been completed, to justify the draw requisition.
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 less. The preferred term is between 5 to 7 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 $ 1.2 billion as of December 31, 2025. 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 38 % of the outstanding ADC loan portfolio as of December 31, 2025. 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.
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The table below details activity in the ACL by portfolio segment. 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
For the Year Ended December 31, 2025
Allowance for credit losses:
Balance at beginning of period
$ 16,293 $ 65,375 $ 19,295 $ 472 $ 11,333 $ 1,079 $ 515 $ 28 $ 114,390
Loans charged-off ( 2,410 ) ( 205,661 ) ( 22,238 ) — ( 18,712 ) — ( 206 ) ( 35 ) ( 249,262 )
Recoveries of loans previously charged-off 666 332 86 — — — — — 1,084
Net loans (charged-off) and recovered ( 1,744 ) ( 205,329 ) ( 22,152 ) — ( 18,712 ) — ( 206 ) ( 35 ) ( 248,178 )
Provision for (reversal of) credit losses 12,058 238,661 23,576 ( 133 ) 18,550 436 210 34 293,392
Ending balance $ 26,607 $ 98,707 $ 20,719 $ 339 $ 11,171 $ 1,515 $ 519 $ 27 $ 159,604
For the Year Ended December 31, 2024
Allowance for credit losses:
Balance at beginning of year $ 16,149 $ 44,447 $ 13,006 $ 778 $ 9,077 $ 1,861 $ 598 $ 24 $ 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 4,677 51,027 9,995 ( 306 ) 2,385 ( 782 ) ( 83 ) 92 67,005
Ending balance $ 16,293 $ 65,375 $ 19,295 $ 472 $ 11,333 $ 1,079 $ 515 $ 28 $ 114,390
For the Year Ended December 31, 2023
Allowance for credit losses:
Balance at beginning of year $ 15,320 $ 36,207 $ 12,434 $ 951 $ 7,324 $ 1,591 $ 543 $ 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 2,273 20,057 517 ( 173 ) 7,353 270 55 ( 6 ) 30,346
Ending balance $ 16,149 $ 44,447 $ 13,006 $ 778 $ 9,077 $ 1,861 $ 598 $ 24 $ 85,940
The table below presents the amortized cost basis of collateral-dependent HFI loans by portfolio segment.
As of
December 31, 2025 December 31, 2024
(dollars in thousands) Business/Other Assets Real Estate Business/Other Assets Real Estate
Commercial $ 15,285 $ 2,813 $ 1,214 $ 1,125
Income producing-commercial real estate
880 61,657 880 167,574
Owner occupied - commercial real estate — 7,938 — 37,746
Real estate mortgage- residential — 579 — —
Construction - commercial and residential — 17,394 — —
Home equity — 351 — 303
Total $ 16,165 $ 90,732 $ 2,094 $ 206,748
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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 (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.
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The Company's credit quality indicators are generally updated annually, however, credits rated "Special Mention" or below are reviewed more frequently. The table below presents the amortized cost basis of HFI loans by risk category, class and year of origination, along with any charge-offs that were recorded in the applicable loan segment, if applicable. The table below excludes $ 176.5 million of gross charge-offs associated with loans that were reclassified to HFS or sold during the year ended December 31, 2025.
As of December 31, 2025
(dollars in thousands) Prior 2021 2022 2023 2024 2025
Revolving Loans Amort. Cost Basis Revolving Loans Convert. to Term Total
Commercial:
Pass $ 92,082 $ 18,390 $ 35,098 $ 66,402 $ 83,098 $ 357,934 $ 593,711 $ 3,815 $ 1,250,530
Special Mention 524 309 11,264 994 10,360 — 7,018 — 30,469
Substandard 22,721 433 18,134 406 — — 13,102 2,691 57,487
Total 115,327 19,132 64,496 67,802 93,458 357,934 613,831 6,506 1,338,486
YTD gross charge-offs ( 1,208 ) ( 525 ) ( 304 ) — ( 57 ) — ( 296 ) — ( 2,390 )
PPP loans:
Pass — — — — — — — — —
Income producing - commercial real estate:
Pass 1,087,720 435,579 533,070 364,692 88,823 123,114 145,256 13,381 2,791,635
Special Mention 86,600 43,104 56,157 — — — — — 185,861
Substandard 167,878 90,035 114,451 — — — 858 — 373,222
Total 1,342,198 568,718 703,678 364,692 88,823 123,114 146,114 13,381 3,350,718
YTD gross charge-offs ( 35,833 ) — — — — — ( 10,500 ) — ( 46,333 )
Owner occupied - commercial real estate:
Pass 667,233 209,803 89,580 132,719 126,792 356,437 636 — 1,583,200
Substandard 14,263 3,137 1,072 452 — — — — 18,924
Total 681,496 212,940 90,652 133,171 126,792 356,437 636 — 1,602,124
YTD gross charge-offs ( 22,238 ) — — — — — — ( 22,238 )
Real estate mortgage - residential:
Pass 13,331 6,411 10,941 5,838 — — — — 36,521
Substandard 579 — — — — — — — 579
Total 13,910 6,411 10,941 5,838 — — — — 37,100
Construction - commercial and residential:
Pass 10,095 106,241 307,223 120,558 10,228 23,415 92,900 8,294 678,954
Special Mention — — 25,082 — — — 27,469 — 52,551
Substandard 35,517 11,618 15,320 — — — 1,440 — 63,895
Total 45,612 117,859 347,625 120,558 10,228 23,415 121,809 8,294 795,400
YTD gross charge-offs ( 1,579 ) — — — — — — — ( 1,579 )
Construction - C&I (owner occupied):
Pass 3,737 — — 10,199 43,484 18,945 791 31,312 108,468
Home equity
Pass 1,282 35 114 — — — 44,822 805 47,058
Substandard 248 — — — — — 82 60 390
Total 1,530 35 114 — — — 44,904 865 47,448
YTD gross charge-offs — ( 206 ) — — — — — — ( 206 )
Other consumer
Pass — — — — — 156 559 — 715
YTD gross charge-offs ( 3 ) — — — — — — ( 32 ) ( 35 )
Total Recorded Investment $ 2,203,810 $ 925,095 $ 1,217,506 $ 702,260 $ 362,785 $ 880,001 $ 928,644 $ 60,358 $ 7,280,459
Total YTD gross charge-offs $ ( 60,861 ) $ ( 731 ) $ ( 304 ) $ — $ ( 57 ) $ — $ ( 10,796 ) $ ( 32 ) $ ( 72,781 )
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As of December 31, 2024
(dollars in thousands) Prior 2020 2021 2022 2023 2024
Revolving Loans Amort. Cost Basis Revolving Loans Convert. to Term Total
Commercial:
Pass $ 132,595 $ 26,775 $ 133,687 $ 110,439 $ 89,608 $ 104,927 $ 513,645 $ 4,394 $ 1,116,070
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 33,967 135,815 110,958 89,608 104,927 544,252 12,274 1,183,628
YTD gross charge-offs ( 4,350 ) — — — — — ( 506 ) ( 50 ) ( 4,906 )
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
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
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 )
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.
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Notes to Consolidated Financial Statements | Note 4 – Loans and Allowance for Credit Losses
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 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.
The table below presents, by portfolio segment, information related to the amortized cost basis of nonaccrual HFI loans.
As of
December 31, 2025 December 31, 2024
(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 $ 3,397 $ 14,702 $ 18,099 $ 1,439 $ 609 $ 2,048
Income producing - commercial real estate 38,275 24,262 62,537 47,224 121,230 168,454
Owner occupied - commercial real estate 3,199 4,738 7,937 642 37,102 37,744
Real estate mortgage - residential 579 — 579 — 157 157
Construction- commercial and residential 2,074 15,320 17,394 — — —
Home equity 333 18 351 303 — 303
Other consumer — — — — — —
Total (1)
$ 47,857 $ 59,040 $ 106,897 $ 49,608 $ 159,098 $ 208,706
(1) Gross coupon interest income of $ 21.0 million, and $ 8.8 million would have been recorded for the years ended December 31, 2025 and 2024 respectively, if nonaccrual loans shown above had been current and in accordance with their original terms. Interest income recognized on loans on nonaccrual status was $ 15.6 million and $ 4.1 million for the years ended December 31, 2025 and 2024, respectively. See "Note 1 – Summary of Significant Accounting Policies" to the Consolidated Financial Statements for a description of the Company’s policy for placing loans on nonaccrual status.
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Notes to Consolidated Financial Statements | Note 4 – Loans and Allowance for Credit Losses
The table below presents, by portfolio segment, an aging analysis and the recorded investments in HFI loans past due.
As of December 31, 2025
(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
Commercial $ 2,942 $ 44 $ — $ 2,986 $ 1,317,401 $ 18,099 $ 1,338,486
Income producing - commercial real estate 2,688 — — 2,688 3,285,493 62,537 3,350,718
Owner occupied - commercial real estate 167 12,573 — 12,740 1,581,447 7,937 1,602,124
Real estate mortgage – residential 4,544 — — 4,544 31,977 579 37,100
Construction - commercial and residential 26,942 — — 26,942 751,064 17,394 795,400
Construction - C&I (owner occupied) — — — — 108,468 — 108,468
Home equity — 39 — 39 47,058 351 47,448
Other consumer — — — — 715 — 715
Total $ 37,283 $ 12,656 $ — $ 49,939 $ 7,123,623 $ 106,897 $ 7,280,459
As of December 31, 2024
(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
Commercial $ 5,121 $ 3,759 $ — $ 8,880 $ 1,172,700 $ 2,048 $ 1,183,628
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
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.
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Notes to Consolidated Financial Statements | Note 4 – Loans and Allowance for Credit Losses
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.
The table below presents the amortized cost basis and the financial effect of HFI loans modified for borrowers experiencing financial difficulty.
(dollars in thousands) Payment Delay 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, 2025
Commercial $ 10,340 $ 22,742 $ 9,816 $ — $ — $ 42,898 3.2 % 14 months — %
Income producing - commercial real estate — 69,571 134,143 — — 203,714 6.1 % 19 months — %
Owner occupied - commercial real estate — 12,573 — — — 12,573 0.8 % 4 months — %
Construction - commercial and residential 3,605 1,568 13,280 — — 18,453 2.3 % 9 months — %
Total $ 13,945 $ 106,454 $ 157,239 $ — $ — $ 277,638
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
(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.
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Notes to Consolidated Financial Statements | Note 4 – Loans and Allowance for Credit Losses
The table below presents the performance of HFI loans modified during the prior twelve months for borrowers experiencing financial difficulty.
Payment Status (Amortized Cost Basis)
(dollars in thousands) Current 30-89 Days Past Due 90 Days or More Past Due Nonaccrual
December 31, 2025
Commercial $ 38,811 $ — $ — $ 4,085
Income producing - commercial real estate 177,789 — — 25,926
Owner occupied - commercial real estate — 12,573 — —
Construction - commercial and residential 15,445 1,440 — 1,568
Total $ 232,045 $ 14,013 $ — $ 31,579
December 31, 2024
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
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 table below presents the amortized cost basis of HFI loans that were experiencing payment default and were modified in the twelve months prior to that default for borrowers experiencing financial difficulty.
Amortized Cost Basis
(dollars in thousands) Term Extension Combination - Term Extension and Principal Payment Delay
December 31, 2025
Commercial $ 4,085 $ —
Income producing - commercial real estate — 25,926
Owner occupied - commercial real estate 12,573 —
Construction - commercial and residential 1,568 1,440
Total $ 18,226 $ 27,366
December 31, 2024
Commercial $ 5,384 $ —
Income producing - commercial real estate — 131,730
Total $ 5,384 $ 131,730
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.
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Notes to Consolidated Financial Statements | Note 4 – Loans and Allowance for Credit Losses
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).
The table below summarizes the activity of loans outstanding to borrowers with relationships to related parties.
(dollars in thousands) 2025
2024
Balance at January 1, $ 302 $ 836
Additions — —
Repayments ( 111 ) ( 534 )
Balance as of December 31, $ 191 $ 302
Note 5 – Premises and Equipment
The table below presents the Company's premises and equipment.
As of December 31,
(dollars in thousands) 2025 2024
Leasehold improvements $ 26,283 $ 28,566
Furniture, fixtures and equipment 19,417 19,625
Less: accumulated depreciation and amortization ( 32,900 ) ( 40,497 )
Total premises and equipment, net $ 12,800 $ 7,694
Total depreciation and amortization expense for the years ended December 31, 2025, 2024 and 2023 was $ 2.6 million, $ 2.8 million and $ 3.4 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 Sheet.
ROU assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease 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, 2025 and December 31, 2024, the Company had $ 28.5 million and $ 18.5 million of operating lease ROU assets respectively, and $ 35.3 million and $ 23.8 million of operating lease liabilities respectively, on the Company’s Consolidated Balance Sheet. The Company elects not to recognize ROU assets and operating 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 Sheet.
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 operating lease liabilities.
As of December 31, 2025, 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.
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Notes to Consolidated Financial Statements | Note 6 – Leases
On January 1, 2025, the Company commenced a new lease for its new headquarters at 7500 Old Georgetown Road in downtown Bethesda, MD. The lease expires on July 31, 2037.
The tables below present lease costs and other lease information.
For the Year Ended December 31,
(dollars in thousands) 2025 2024
Lease cost:
Operating lease cost (cost resulting from lease payments) $ 7,272 $ 6,124
Variable lease cost (cost excluded from lease payments) 521 694
Sublease income — ( 40 )
Net lease cost $ 7,793 $ 6,778
Operating lease - operating cash flows (fixed payments) $ 5,789 $ 6,524
As of December 31,
(dollars in thousands) 2025 2024
Right-of-use assets - operating leases $ 28,451 $ 18,494
Operating lease liabilities $ 35,256 $ 23,815
Weighted average lease term - operating leases (in years) 9.12 6.78
Weighted average discount rate - operating leases 3.60 % 3.03 %
The table below presents the future minimum payments for operating leases with initial or remaining terms of one year or more.
(dollars in thousands) As of December 31, 2025
Twelve months ended:
December 31, 2026 $ 4,728
December 31, 2027 4,924
December 31, 2028 4,877
December 31, 2029 4,441
December 31, 2030 3,867
Thereafter 19,415
Total future minimum lease payments 42,252
Amounts representing interest ( 6,996 )
Present value of net future minimum lease payments $ 35,256
Note 7 – Other Real Estate Owned
The table below presents activity within OREO for the years ended December 31, 2025 and 2024. There were no properties in the process of foreclosure as of December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, there were six and two sales, respectively, of OREO during the year.
For the Year Ended December 31,
(dollars in thousands) 2025 2024
Beginning Balance $ 2,743 $ 1,108
Real estate acquired from borrowers 12,600 2,370
Properties sold ( 13,284 ) ( 735 )
Ending Balance $ 2,059 $ 2,743
Note 8 – 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.
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Notes to Consolidated Financial Statements | Note 8 – Derivatives and Hedging Activities
Fair Value Hedges of Interest Rate Risk
During 2025, the Company utilized pay-fixed, receive-floating interest rate swaps, accounted for as fair value hedges, to protect itself against adverse fluctuations in the fair value of AFS securities attributable to changes in the designated benchmark interest rate. Adjustments were made to record the hedging instrument at fair value on the balance sheet, with changes in fair value recognized in interest income. Changes in fair value of the AFS securities attributable to changes in the hedged risk were reclassified out of other comprehensive income (loss) through interest income each period to offset changes in fair value of the hedging instrument. As of December 31, 2025, the Company voluntarily discontinued this fair value hedging relationship. The Company will amortize the basis adjustment over a period consistent with amortization of other discounts or premiums on the asset.
During the quarter ended September 30, 2025, the Company began utilizing receive-fixed, pay-floating interest rate swaps, accounted for as fair value hedges, to protect itself against adverse fluctuations in the fair value of interest-bearing deposits attributable to changes in the benchmark interest rate. Adjustments will be made to record the hedging instrument at fair value on the balance sheet, with changes in fair value recognized in interest expense. The carrying value of the interest-bearing deposits will also be adjusted through interest expense, based on changes in fair value attributable to changes in the benchmark interest rate.
Cash Flow Hedges of Interest Rate Risk
The Company utilizes interest rate swaps, accounted for as cash flow hedges, to protect itself against adverse fluctuations in interest payments on variable rate loans. These swaps consist of receive-fixed, pay-floating interest rate swaps used to hedge the designated benchmark interest rate. The Company designates the receive-fixed, pay-floating interest rate swap as a cash flow hedge of the risk of changes in the cash flows on the hedged transactions. These swaps will be recorded on the balance sheet at fair value and, assuming the hedging relationship qualifies as highly effective, the gain or loss on the Hedging Instrument will be recorded in accumulated other comprehensive income and reclassified into interest income in the same period(s) during which the hedged transactions affect earnings. Any interest accruals will flow through earnings as adjustments to interest income.
Interest Rate Swaps Related to Customer Loans
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. As of December 31, 2025, the Company had posted $ 2.3 million of cash collateral with other financial institutions and held $ 10.2 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
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Notes to Consolidated Financial Statements | Note 8 – Derivatives and Hedging Activities
(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.
The table below presents the amounts recorded on the balance sheet related to cumulative basis adjustments for fair value hedges.
As of December 31,
(dollars in thousands)
2025 2024 2025 2024
Line Item in the Balance Sheet in Which the Hedged Item is Included
Carrying Amount of the Hedged Assets (Liabilities) Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Assets (Liabilities)
Deposits
$ ( 389,295 ) $ — $ 705 $ —
The table below identifies the balance sheet category and fair value of the Company’s derivative instruments. The Company has a minimum collateral posting threshold with its derivative counterparty. If the Company had breached any provisions under the agreement as of December 31, 2025, it could have been required to settle its obligations under the agreement at the termination value.
As of December 31.
2025 2024
(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:
Cash flow hedges
$ 390,000 $ 60 Other Assets $ — $ — Other Assets
Fair value hedges
— — Other Assets — — Other Assets
Total hedging instruments
390,000 60 — —
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
808,009 24,272 Other Assets 697,086 31,592 Other Assets
Credit risk participation agreements — — Other Liabilities 49,480 — Other Liabilities
Total derivatives in an asset position $ 1,198,009 $ 24,332 $ 746,566 $ 31,592
Derivatives in a liability position:
Derivatives designated as hedging instruments:
Cash flow hedges $ — $ — Other Liabilities $ — $ — Other Liabilities
Fair value hedges 300,000 927 Other Liabilities
— — Other Liabilities
Total hedging instruments 300,000 927 — —
Derivatives not designated as hedging instruments:
Interest rate swaps related to customer loans
808,009 23,015 Other Liabilities 697,086 29,110 Other Liabilities
Total derivatives in a liability position $ 1,108,009 $ 23,942 $ 697,086 $ 29,110
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Notes to Consolidated Financial Statements | Note 8 – Derivatives and Hedging Activities
The table below presents the pre-tax net gains (losses) of the Company’s designated cash flow hedges for the years ended December 31, 2025, 2024 and 2023.
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 or (Loss) Reclassified from Accumulated OCI into Income Year Ended 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, 2025:
Derivatives in cash flow hedging relationships:
Interest rate products $ 111 $ 111 $ — Interest income
$ ( 51 ) $ ( 51 ) $ —
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 )
The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations.
The Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Operations
Year Ended December 31,
2025 2024 2023
(dollars in thousands) Interest Income (Expense)
Total amounts of expense line items presented in the Consolidated Statements of Operations in which the effects of fair value and cash flow hedges are recorded
$ ( 1,053 ) $ 32 $ ( 14 )
The effect of fair value and cash flow hedging:
Gain (loss) on fair value hedging relationships in Subtopic 815-20:
Interest rate products:
Hedged items
$ ( 1,002 ) $ — $ —
Derivatives designated as hedging instruments 927 — —
Gain (loss) on cash flow hedging relationships in Subtopic 815-20:
Interest rate products:
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss) $ ( 51 ) $ 32 $ ( 14 )
Amount of gain (loss) reclassified from accumulated other comprehensive income into income as a result that a forecasted transaction is no longer probable of occurring — — —
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss) - included component ( 51 ) 32 —
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (loss) - excluded component — — ( 14 )
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Notes to Consolidated Financial Statements | Note 8 – Derivatives and Hedging Activities
The 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
For the Year Ended December 31,
2025 2024 2023
Derivatives Not Designated as Hedging Instruments under ASC 815-20:
Interest rate products Other income / (expense) $ 1,841 $ 1,940 $ 2,712
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 9 – Deposits
The table below presents the Bank’s deposit composition.
As of December 31,
(dollars in thousands) 2025 2024
Noninterest-bearing demand $ 1,433,952 $ 1,544,403
Interest-bearing transaction 1,038,154 1,211,791
Savings and money market 3,624,813 3,599,221
Time deposits 3,036,687 2,775,663
Total $ 9,133,606 $ 9,131,078
The tables below represent the remaining maturity of time deposits.
As of December 31,
(dollars in thousands) 2025 2024
2025 $ — $ 2,210,348
2026 2,178,745 513,984
2027 516,925 8,392
2028 139,265 10,556
2029 75,687 32,383
Thereafter 126,065 —
Total $ 3,036,687 $ 2,775,663
As of December 31,
(dollars in thousands) 2025 2024
Three months or less $ 607,400 $ 337,671
More than three months through six months 834,994 578,371
More than six months through twelve months 736,351 1,294,306
Over twelve months 857,942 565,315
Total $ 3,036,687 $ 2,775,663
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Notes to Consolidated Financial Statements | Note 9 – Deposits
The table below presents the interest expense on deposits.
For the Year Ended
(dollars in thousands) 2025 2024 2023
Interest-bearing transaction $ 42,097 $ 60,573 $ 46,140
Savings and money market 125,609 139,539 132,374
Time deposits 146,949 120,309 79,030
Total $ 314,655 $ 320,421 $ 257,544
Related Party deposits totaled $ 18.3 million and $ 28.6 million as of December 31, 2025 and 2024, respectively.
The table below represents the time deposit accounts in excess of $250 thousand.
As of December 31,
(dollars in thousands) 2025 2024
Three months or less $ 252,100 $ 189,817
More than three months through six months 391,299 387,849
More than six months through twelve months 305,557 710,021
Over twelve months 521,701 421,530
Total $ 1,470,657 $ 1,709,217
As of December 31, 2025, total brokered deposits were $ 3.3 billion, or 36 % of total deposits, compared to $ 4.0 billion, or 44 %, as of December 31, 2024.
Note 10 – 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 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 their 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 $ 38.1 million and related unfunded commitments were $ 13.1 million as of December 31, 2025 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 $ 4.7 million, $ 5.8 million and $ 5.6 million for the years ended December 31, 2025, 2024, and 2023, respectively, and low income housing investment expense of $ 3.6 million, $ 5.4 million and $ 4.3 million, respectively. The Company recognizes low income housing investment expenses as a component of income tax expense .
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Notes to Consolidated Financial Statements | Note 10 – Affordable Housing Projects Tax Credit Partnerships
As of December 31, 2025, the expected payments for unfunded affordable housing commitments were as follows.
(dollars in thousands) Amount
Years Ended December 31:
2026 $ 11,811
2027 183
2028 448
2029 183
2030 131
Thereafter 364
Total unfunded commitments $ 13,120
Note 11 – Borrowings
The table below summarizes the Company’s borrowings, which include repurchase agreements with the Company’s customers and borrowings.
(dollars in thousands) Borrowings - Principal Unamortized Deferred Issuance Costs Net Borrowings Outstanding Available Capacity (1)
Maturity Dates Interest Rates (2)
As of December 31, 2025
Customer repurchase agreements $ — $ — $ — $ — N/A — %
Short-term borrowings:
Secured borrowings:
FHLB — — — 1,349,351 N/A — %
FRB:
Discount window — — — 1,373,872 N/A — %
Total — — — 2,723,223
Long-term borrowings:
Senior notes 77,665 ( 1,237 ) 76,428 — September 30, 2029 10.00 %
Total borrowings $ 77,665 $ ( 1,237 ) $ 76,428 $ 2,723,223
As of 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
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
(1) Available capacity on the Company's borrowings arrangements with the FHLB and the FRB comprise pledged collateral that has not been borrowed against. As of December 31, 2025, the Company had total additional undrawn borrowing capacity of approximately $ 3.0 billion, comprising unencumbered securities available to be pledged of approximately $ 315.7 million and undrawn financing on pledged assets of $ 2.7 billion.
(2) Represents 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.
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Notes to Consolidated Financial Statements | Note 11 – Borrowings
(3) 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.
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 as of December 31, 2025 and can place brokered funds under one-way CDARS and ICS deposits in the amount of $ 1.1 billion, against which there was $ 37.5 million outstanding as of December 31, 2025. The Bank also had $ 386.0 million of brokered deposits placed with the Insured Network Deposits ("IND") program from IntraFi Network, LLC ("IntraFi") as of December 31, 2025.
As of December 31, 2025, the Bank was also eligible to take advances from the FHLB up to $ 1.3 billion based on collateral at the FHLB, of which there were none outstanding as of December 31, 2025. 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 $ 1.4 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.
The Company used to offer a sweep account, or "customer repurchase agreement," allowing qualifying businesses to earn interest on short-term excess funds, which were not suited for either a certificate of deposit or a money market account. The Company discontinued this product offering in November 2025.
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"). As of December 31, 2025, the carrying value of these 2029 Senior Notes was $ 76.4 million which reflected $ 1.2 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 ("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 ("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.
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Notes to Consolidated Financial Statements | Note 12 – Income Taxes
Note 12 – Income Taxes
The table below presents the federal and state income tax expense.
As of December 31,
(dollars in thousands) 2025 2024 2023
Pre-tax Income (Loss) from continuing operations
US
$ ( 196,184 ) $ ( 30,240 ) $ 127,520
Foreign
— — —
Total - Pre-tax income (loss) from continuing operations
( 196,184 ) ( 30,240 ) 127,520
Income tax expense (benefit)
Current taxes:
U.S. federal
10,094 9,897 25,291
U.S. state and local
154 4,297 5,072
Foreign — — —
Subtotal - Current tax expense
10,248 14,194 30,363
Deferred taxes:
U.S. federal
( 59,583 ) 2,823 ( 2,966 )
U.S. state and local
( 8,797 ) ( 222 ) ( 411 )
Foreign — — —
Subtotal - Deferred taxes
( 68,380 ) 2,601 ( 3,377 )
Total income tax expense (benefit) from continuing operations
$ ( 58,132 ) $ 16,795 $ 26,986
The Company had net deferred tax assets (deferred tax assets in excess of deferred tax liabilities) of $ 132.3 million and $ 91.5 million for the years ended as of December 31, 2025 and 2024, respectively, which related primarily to the net loss generated in 2025, unrealized losses on securities, allowance for credit losses, and unused LIHTC carried forward. 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.
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Notes to Consolidated Financial Statements | Note 12 – Income Taxes
The table below summarizes significant components of our deferred tax assets and liabilities.
As of December 31,
(dollars in thousands) 2025 2024
Deferred tax assets:
Allowance for credit losses $ 38,927 $ 27,998
Deferred loan fees and costs 4,274 4,551
Unrealized loss on securities available-for-sale 19,188 34,656
Unrealized loss on securities held-to-maturity 8,696 10,160
LIHTC and Investment Tax Credits ("ITC") 9,787 5,793
Lease liabilities 8,575 5,774
Supplemental executive retirement and death benefit agreements 3,167 2,075
Stock-based compensation 1,705 1,785
Premises and equipment — 217
Net operating loss 51,740 8,104
Other assets 3,537 3,549
Deferred tax assets before valuation allowances 149,596 104,662
Valuation allowances
( 8,357 ) ( 7,715 )
Total deferred tax assets 141,239 96,947
Deferred tax liabilities:
Right-of-use Assets ( 6,920 ) ( 4,483 )
Interest Rate Swaps & Derivatives ( 324 ) ( 602 )
Investment in Partnership ( 444 ) ( 384 )
Premises and equipment ( 1,194 ) —
Other liabilities ( 27 ) ( 6 )
Total deferred tax liabilities ( 8,909 ) ( 5,475 )
Net deferred income tax assets $ 132,330 $ 91,472
As of December 31, 2025, the Company has $ 180.9 million of federal net operating loss and $ 211.0 million of state net operating loss carryforward. 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 $ 8.4 million and $ 7.7 million is carried as of December 31, 2025 and 2024, respectively.
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Notes to Consolidated Financial Statements | Note 12 – Income Taxes
The table below presents a reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate.
For the Year Ended December 31,
2025 2024 2023
(dollars in thousands) Amount Percent Amount Percent Amount Percent
U.S. federal statutory income tax rate $ ( 41,199 ) 21.00 % $ ( 6,350 ) 21.00 % $ 26,779 21.00 %
State and Local Income Taxes, Net of Federal Income Tax Effect (1)
( 6,828 ) 3.48 % 3,194 ( 10.57 ) % 3,596 2.82 %
Effect of Changes in Tax Laws or Rates Enacted in the Current Period — — % — — % — — %
Tax Credits:
Purchased transferable tax credits ( 3,195 ) 1.63 % ( 1,700 ) 5.62 % — — %
Investment tax credits (2)
( 1,203 ) 0.61 % — — % — — %
Low income housing tax credits (3)
( 2,124 ) 1.08 % ( 1,003 ) 3.32 % ( 569 ) ( 0.45 ) %
Bond credits (4)
( 532 ) 0.27 % ( 532 ) 1.76 % ( 532 ) ( 0.42 ) %
Changes in Valuation Allowances — — % — — % — — %
Nontaxable or Nondeductible Items:
Goodwill Impairment — — % 21,875 ( 72.34 ) % — — %
Bank owned life insurance income ( 4,245 ) 2.16 % ( 606 ) 2.00 % ( 736 ) ( 0.58 ) %
Tax-exempt interest, net of expense disallowance ( 2,072 ) 1.06 % ( 492 ) 1.63 % ( 2,229 ) ( 1.75 ) %
Stock-based compensation expense (5)
512 ( 0.26 ) % 1,034 ( 3.42 ) % 219 0.17 %
Non-deductible fines and penalties 2,100 ( 1.07 ) % — — % — — %
All other nontaxable or nondeductible items 241 ( 0.12 ) % 398 ( 1.31 ) % 458 0.37 %
Changes in Unrecognized Tax Benefits 436 ( 0.22 ) % 1,097 ( 3.63 ) % — — %
Other Adjustments:
( 23 ) 0.01 % ( 120 ) 0.40 % — — %
Effective tax rate $ ( 58,132 ) 29.63 % $ 16,795 ( 55.54 ) % $ 26,986 21.16 %
(1) State taxes in Maryland made up the majority (greater than 50 percent) of the tax effect in this category.
(2) EagleBank's investment in solar tax equity qualifies for proportional amortization accounting method ("PAM"). Includes tax expense related to proportional amortization of $ 9.4 million, $ 0 , and $ 0 and tax benefit related to flow-through losses of $ 0.1 million, $ 0 , and $ 0 in 2025, 2024 and 2023, respectively.
(3) Includes tax expense related to proportional amortization of $ 5.3 million, $ 5.7 million, and $ 5.4 million and tax benefit related to flow-through losses of $ 1.7 million, $ 1.1 million, and $ 1.0 million in 2025, 2024 and 2023, respectively.
(4) The amount is net of the federal income tax add-back related to the bond credits.
(5) The amount includes the federal income tax effect of the windfall/shortfall adjustments related to the vesting of stock awards.
Unrecognized tax benefits ("UTBs") for the years ended December 31, 2025, 2024, and 2023, were $ 7.0 million, $ 6.6 million and $ 0 , respectively. The table below details the UTBs for the periods shown below.
For the Year Ended December 31,
(dollars in thousands) 2025
2024
Balance at beginning of year $ 6,550 $ —
Gross increases - tax positions related to prior periods 434 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 $ 6,984 $ 6,550
Included in the balance of UTBs as of December 31, 2025, 2024, and 2023, are $ 5.6 million, $ 4.1 million, 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.
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Notes to Consolidated Financial Statements | Note 12 – Income Taxes
We recognize interest accrued related to UTBs and penalties in other noninterest expense. We accrued no penalties and interest of $ 206 thousand during the year ended December 31, 2025.
The Company’s federal income tax returns are open and subject to examination from the 2022 tax return year and forward. The Company’s state income tax returns are generally open from the 2021 and later tax return years based on individual state statutes of limitations. There are currently no examinations in process as of December 31, 2025.
In July 2025, the One Big Beautiful Bill Act was signed into law, which included a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions from the Tax Cuts and Jobs Act of 2017 and expanding certain incentives from the Inflation Reduction Act of 2022 while accelerating the phase-out of others. The tax provisions of the One Big Beautiful Bill Act did not have a material impact on our overall tax position.
Note 13 – Net Income (Loss) per Common Share
The table below displays the calculation of net income (loss) per common share.
For the Year Ended December 31,
(dollars and shares in thousands, except per share data) 2025 2024 2023
Basic:
Net income (loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
Average common shares outstanding 30,347 30,157 30,346
Basic net income (loss) per common share $ ( 4.55 ) $ ( 1.56 ) $ 3.31
Diluted:
Net income (loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
Average common shares outstanding 30,347 30,157 30,346
Adjustment for common share equivalents — — 47
Average common shares outstanding-diluted 30,347 30,157 30,393
Diluted net income (loss) per common share (1)
$ ( 4.55 ) $ ( 1.56 ) $ 3.31
Anti-dilutive shares 282 75 3
(1) For periods ended with a net loss, anti-dilutive financial instruments have been excluded from the calculation of GAAP diluted earnings per share.
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 14 – 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.
See the table below for the amounts the Company paid to the EagleBank Foundation.
For the Year
(dollars in thousands) 2025 2024 2023
Amount paid to the EagleBank Foundation (1)
$ 135 $ 180 $ 143
(1) Amounts paid are recorded in Other expenses in the Consolidated Statements of Operations.
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Notes to Consolidated Financial Statements | Note 14 – Related Party Transactions
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 9 – Deposits".
Note 15 – Stock-Based Compensation
The Company maintains the 2025 Stock Plan ("2025 Plan"), 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").
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 shares may be granted under the 2021 Plan, 2016 Plan, 2006 Plan, 2011 ESPP or the Virginia Heritage Plans.
The Company adopted the 2025 Plan upon approval by the shareholders at the 2025 Annual Meeting held on May 15, 2025. The 2025 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 2025 Plan, 925,000 shares of common stock were initially reserved for issuance. With shareholder approval of the 2025 Plan, no further awards shall be granted under the 2021 Plan. The 2021 Plan will remain in existence solely for the purpose of administering outstanding grants under the 2021 Plan. As of December 31, 2025, 476 shares of RSA have been granted under the 2025 Plan.
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 and 2025 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 2025, the Company awarded senior officers a targeted number of 147,702 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) EPS growth. In February 2025, the 2022 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. The table below presents the time vested restricted stock awarded to senior officers, directors and certain employees.
As of December 31, 2025
Date of award Number of shares Number of Officers, Directors and Employees
February 2025 204,164 129
March 2025 4,507 2
May 2025 2,597 1
July 2025 476 1
The Company has unvested restricted stock awards and PRSU grants of 710,469 shares as of December 31, 2025. Unrecognized stock based compensation expense related to restricted stock awards and PRSU grants totaled $ 6.1 million as of December 31, 2025. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 1.93 years.
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Notes to Consolidated Financial Statements | Note 15 – Stock-Based Compensation
The table below summarizes the unvested restricted stock awards for performance.
For the Year Ended December 31,
2025 2024 2023
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 226,479 $ 27.53 123,215 $ 44.74 129,855 $ 45.15
Granted 147,702 18.19 150,570 18.47 71,003 40.50
Forfeited ( 33,035 ) 48.66 ( 28,826 ) 40.96 ( 44,084 ) 40.29
Vested — — ( 18,480 ) 47.57 ( 33,559 ) 44.60
Unvested at end 341,146 $ 21.44 226,479 $ 27.53 123,215 $ 44.74
The following table summarizes the unvested time vesting restricted stock awards.
For the Year Ended December 31,
2025 2024 2023
Time Vested Awards - RSA
Shares Weighted
Average
Grant Date
Fair Value
Shares Weighted
Average
Grant Date
Fair Value
Shares Weighted
Average
Grant Date
Fair Value
Unvested at beginning 430,305 $ 31.35 313,992 $ 49.08 302,148 $ 53.75
Granted 211,744 23.20 312,368 23.22 190,256 44.16
Forfeited ( 25,086 ) 24.86 ( 38,772 ) 36.18 ( 27,558 ) 51.57
Vested ( 247,640 ) 32.81 ( 157,283 ) 49.41 ( 150,854 ) 51.76
Unvested at end 369,323 $ 26.14 430,305 $ 31.35 313,992 $ 49.08
The table below is a summary of stock option activity. The information excludes restricted stock units and awards.
For the Year Ended December 31,
2025 2024 2023
Time Vested Awards - Options
Shares Weighted
Average
Exercise
Price
Weighted Average Remaining Contractual Term
Shares Weighted
Average
Exercise
Price
Weighted Average Remaining Contractual Term
Shares Weighted
Average
Exercise
Price
Weighted Average Remaining Contractual Term
Beginning balance 2,500 $ 47.95 5.02 2,500 $ 47.95 6.02 2,500 $ 47.95 7.02
Granted 133,401 22.76 9.16 — — — — — —
Exercised — — — — — — — — —
Forfeited — — — — — — — — —
Ending balance 135,901 $ 23.22 9.07 2,500 $ 47.95 5.02 2,500 $ 47.95 6.02
Exercisable end of year 2,500 $ 47.95 4.02 2,500 $ 47.95 5.02 2,500 $ 47.95 6.02
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, 2025 and 2024. The total fair value of stock options granted for the year ended December 31, 2025 was $ 1.1 million. There were no stock options granted in 2024 and 2023. As of December 31, 2025, there was $ 686 thousand of total unrecognized compensation expense related to non-vested stock options. The cost is expected to be recognized over a weighted-average period of 2.16 years.
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Notes to Consolidated Financial Statements | Note 15 – Stock-Based Compensation
The fair value of options granted was determined using the following weighted-average assumptions as of the grant date. No options were granted in 2024 and 2023.
For the Year Ended December 31,
2025 2024 2023
Risk-free interest rate 4.09 % N/A N/A
Expected term in years
6.44 N/A N/A
Expected stock price volatility 43.94 % N/A N/A
Dividend yield
2.90 % N/A N/A
Cash proceeds, tax benefits and intrinsic value related to total stock options exercised were $ 0 for the years December 31, 2025, 2024 and 2023.
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). As of December 31, 2025, the 2021 ESPP had 112,474 shares reserved for issuance.
Included in salaries and employee benefits in the accompanying Consolidated Statements of Operations, the Company recognized $ 7.0 million, $ 9.6 million and $ 10.0 million in stock-based compensation expense for 2025, 2024 and 2023, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.
Note 16 – 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.
The table below displays the expense associated with this benefit. These amounts are included in salaries and employee benefits in the accompanying Consolidated Statements of Operations.
For the Year
(dollars in thousands)
2025 2024 2023
Qualified 401(k) Plan expense $ 1,759 $ 1,749 $ 1,684
Note 17 – 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.
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Notes to Consolidated Financial Statements | Note 17 – Supplemental Executive Retirement Plan
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 $ 12.1 million and $ 12.7 million as of December 31, 2025 and 2024, respectively, and was included in other assets on the Consolidated Balance Sheets. For the years ended December 31, 2025, 2024 and 2023 the Company recorded benefit expense accruals of $ 351 thousand, $ 410 thousand and $ 584 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 18 – 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.
The table below presents the loan commitments outstanding and lines and letters of credit.
As of December 31,
(dollars in thousands) 2025 2024
Unfunded loan commitments $ 1,482,325 $ 1,318,133
Unfunded lines of credit 79,232 88,305
Letters of credit 61,319 69,051
Total $ 1,622,876 $ 1,475,489
As of December 31, 2025, the total reserve for unfunded commitments was $ 5.1 million as compared to $ 3.5 million as of December 31, 2024 and is accounted for as a liability on the Consolidated Balance Sheets. See "Note 1 – Summary of Significant Accounting Policies" to the Consolidated Financial Statements for more information on the accounting policy for the allowance for unfunded commitments.
Note 19 – Commitments and Contingent Liabilities
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.
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.
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Notes to Consolidated Financial Statements | Note 19 – Commitments and Contingent Liabilities
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 and the Company’s relationship with a former customer who pleaded guilty to a charge of bank fraud in 2020. The Company is engaged in advanced discussions with the U.S. Attorney’s Office regarding a potential resolution of the investigation, but there can be no assurance that these discussions will lead to a resolution. In light of the advanced discussions, subsequent to the Company’s issuance of its earnings release on January 21, 2026, the Company accrued a provision in the amount of $ 10 million for 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 20 – 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, 2025 and 2024, that the Company and Bank met all capital adequacy requirements to which they are subject.
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Notes to Consolidated Financial Statements | Note 20 – Regulatory Matters
The table below displays the actual capital amounts and ratios for the Company and Bank.
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, 2025
CET1 capital (to risk weighted assets) $ 1,170,352 13.07 % $ 1,190,094 13.37 % 7.00 % 6.50 %
Total capital (to risk weighted assets) 1,282,913 14.33 % 1,302,018 14.63 % 10.50 % 10.00 %
Tier 1 capital (to risk weighted assets) 1,170,352 13.07 % 1,190,094 13.37 % 8.50 % 8.00 %
Tier 1 capital (to average assets) 1,170,352 9.72 % 1,190,094 9.92 % 4.00 % 5.00 %
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 %
(1) The risk-based ratios reflect the minimum requirement plus the capital conservation buffer of 2.50 %.
(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. As of December 31, 2025, 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.
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Notes to Consolidated Financial Statements | Note 21 – Other Comprehensive Income (Loss)
Note 21 – Other Comprehensive Income (Loss)
The table below presents the components of other comprehensive income (loss).
(dollars in thousands) Before Tax Tax Effect Net of Tax
Year Ended December 31, 2025
Unrealized gain (loss) on securities available-for-sale
$ 59,119 $ ( 14,274 ) $ 44,845
Reclassification adjustment for (gain) loss on fair value hedging relationships ( 108 ) — ( 108 )
Reclassification adjustment for net realized (gain) loss included in net income (loss)
3,823 ( 1,194 ) 2,629
Total unrealized gain (loss) on securities available-for-sale
62,834 ( 15,468 ) 47,366
Amortization of unrealized gain (loss) on securities transferred to held-to-maturity 6,346 ( 1,464 ) 4,882
Total unrealized gain (loss) on securities held-to-maturity 6,346 ( 1,464 ) 4,882
Unrealized gain (loss) on derivatives
36 ( 9 ) 27
Reclassification adjustment for (gain) loss on cash flow hedging relationships 51 ( 12 ) 39
Total unrealized gain (loss) on derivatives 87 ( 21 ) 66
Other comprehensive income (loss) $ 69,267 $ ( 16,953 ) $ 52,314
Year Ended December 31, 2024
Unrealized gain (loss) on securities available-for-sale $ 20,417 $ ( 5,011 ) $ 15,406
Reclassification adjustment for net realized (gain) loss included in net income (loss)
( 14 ) 2 ( 12 )
Total unrealized gain (loss) on securities available-for-sale 20,403 ( 5,009 ) 15,394
Amortization of unrealized gain (loss) on securities transferred to held-to-maturity 6,889 ( 1,599 ) 5,290
Unrealized gain (loss) on derivatives 265 ( 65 ) 200
Other comprehensive income (loss) $ 27,557 $ ( 6,673 ) $ 20,884
Year Ended December 31, 2023
Unrealized gain (loss) on securities available-for-sale $ 43,293 $ ( 10,774 ) $ 32,519
Reclassification adjustment for net realized (gain) loss included in net income (loss)
11 ( 3 ) 8
Total unrealized gain (loss) on securities available-for-sale 43,304 ( 10,777 ) 32,527
Amortization of unrealized gain (loss) on securities transferred to held-to-maturity 7,412 ( 2,607 ) 4,805
Unrealized gain (loss) on derivatives ( 182 ) — ( 182 )
Other comprehensive income (loss) $ 50,534 $ ( 13,384 ) $ 37,150
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Notes to Consolidated Financial Statements | Note 21 – Other Comprehensive Income (Loss)
The table below presents the changes in each component of accumulated other comprehensive income (loss), net of tax.
(dollars in thousands) Available-for-Sale Securities Held-to-Maturity Securities Derivatives Accumulated Other
Comprehensive Income (Loss)
For the Year Ended December 31, 2025
Balance at beginning of period $ ( 106,852 ) $ ( 34,639 ) $ 18 $ ( 141,473 )
Other comprehensive income (loss) before reclassifications 44,845 — 27 44,872
Amortization of unrealized loss on securities transferred to held-to-maturity — 4,882 — 4,882
Amounts reclassified from accumulated other comprehensive income (loss) 2,521 — 39 2,560
Net other comprehensive income (loss) during period 47,366 4,882 66 52,314
Balance at end of period $ ( 59,486 ) $ ( 29,757 ) $ 84 $ ( 89,159 )
For the Year Ended December 31, 2024
Balance at beginning of period $ ( 122,246 ) $ ( 39,929 ) $ ( 182 ) $ ( 162,357 )
Other comprehensive income (loss) before reclassifications 15,406 — 200 15,606
Amortization of unrealized loss on securities transferred to held-to-maturity — 5,290 5,290
Amounts reclassified from accumulated other comprehensive income (loss) ( 12 ) — — ( 12 )
Net other comprehensive income (loss) during period 15,394 5,290 200 20,884
Balance at end of period $ ( 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 )
The table below presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss) Affected Line Item in
the Statement Where
Net Income (Loss) is Presented
For the Year Ended December 31,
(dollars in thousands) 2025 2024 2023
Realized gain (loss) on sale of investment securities $ ( 3,823 ) $ 14 $ ( 11 ) Net gain (loss) on sale of investment securities
Gain (loss) on fair value hedging relationships - AFS securities
108 — — Interest income
Gain (loss) on cash flow hedging relationships - Loans
( 51 ) — — Interest income
Income tax benefit (expense) 1,206 ( 2 ) 3 Income tax expense
Total $ ( 2,560 ) $ 12 $ ( 8 ) Net Income (Loss)
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Notes to Consolidated Financial Statements | Note 22 – Fair Value Measurements
Note 22 – 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, and derivative instruments.
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.
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Notes to Consolidated Financial Statements | Note 22 – Fair Value Measurements
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, 2025
(dollars in thousands) Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Fair Value
Assets:
Investment securities available-for-sale:
U.S. agency securities $ — $ 337,708 $ — $ 337,708
Residential mortgage-backed securities — 562,504 — 562,504
Commercial mortgage-backed securities — 66,545 — 66,545
Municipal bonds — 8,046 — 8,046
Corporate bonds — 1,967 — 1,967
Derivative assets
— 24,332 — 24,332
Total assets measured at fair value on a recurring basis
$ — $ 1,001,102 $ — $ 1,001,102
Liabilities:
Derivative liabilities
$ — $ 23,942 $ — $ 23,942
Total liabilities measured at fair value on a recurring basis
$ — $ 23,942 $ — $ 23,942
As of December 31, 2024
(dollars in thousands) Quoted Prices (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Fair Value
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
Derivative assets — 31,592 — 31,592
Total assets measured at fair value on a recurring basis
$ — $ 1,298,996 $ — $ 1,298,996
Liabilities:
Derivative liabilities $ — $ 29,110 $ — $ 29,110
Total liabilities measured at fair value on a recurring basis
$ — $ 29,110 $ — $ 29,110
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.
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Notes to Consolidated Financial Statements | Note 22 – Fair Value Measurements
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 and HFS 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. As of December 31, 2025, 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 and HFS 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.
The table below presents assets measured at fair value on a nonrecurring basis. There were no liabilities measured at fair value on a non-recurring basis as of December 31, 2025 and 2024.
As of December 31, 2025
(dollars in thousands) Quoted Prices
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant Other
Unobservable Inputs
(Level 3) Total
Fair Value
Individually assessed loans:
Commercial $ — $ — $ 8,580 $ 8,580
Income producing - commercial real estate — — 59,655 59,655
Owner occupied - commercial real estate — — 3,695 3,695
Real estate mortgage - residential — — 579 579
Construction - commercial and residential — — 14,460 14,460
Consumer — — 333 333
Loans held for sale — — 90,650 90,650
Other real estate owned — — 2,059 2,059
Total assets measured at fair value on a nonrecurring basis
$ — $ — $ 180,011 $ 180,011
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Notes to Consolidated Financial Statements | Note 22 – Fair Value Measurements
As of December 31, 2024
(dollars in thousands) Quoted Prices
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant Other
Unobservable Inputs
(Level 3) Total
Fair Value
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
Construction - commercial and residential — — 303 303
Other real estate owned — — 2,743 2,743
Total assets measured at fair value on a nonrecurring basis
$ — $ — $ 194,937 $ 194,937
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-fair value 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.
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Notes to Consolidated Financial Statements | Note 22 – Fair Value Measurements
The table below presents the estimated fair values of the Company’s financial instruments.
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)
As of December 31, 2025
Assets
Cash and due from banks $ 11,692 $ 11,692 $ 11,692 $ — $ —
Interest-bearing deposits with other banks 684,001 684,001 — 684,001 —
Investment securities available-for-sale 976,770 976,770 — 976,770 —
Investment securities held-to-maturity 854,780 774,947 — 774,947 —
Federal Reserve and Federal Home Loan Bank stock 28,327 N/A — — —
Loans held for sale 90,650 90,650 — 90,650
Loans held for investment 7,280,459 7,093,276 — — 7,093,276
Bank owned life insurance 335,177 335,177 — 335,177 —
Annuity investment 12,061 12,061 — 12,061 —
Interest rate product 24,332 24,332 — 24,332 —
Accrued interest receivable 41,373 41,373 — 41,373 —
Liabilities
Noninterest-bearing deposits 1,433,952 1,433,952 — 1,433,952 —
Interest-bearing deposits 4,662,967 4,662,967 — 4,662,967 —
Time deposits 3,036,687 3,050,951 — 3,050,951 —
Long-term borrowings 76,428 80,329 — 80,329 —
Interest rate product 23,942 23,942 — 23,942 —
Accrued interest payable 10,798 10,798 — 10,798 —
As of December 31, 2024
Assets
Cash and due from banks $ 14,463 $ 14,463 $ 11,882 $ 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 held for investment 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 —
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Notes to Consolidated Financial Statements | Note 23 – Parent Company Financial Information
Note 23 – Parent Company Financial Information
The tables below present the condensed financial information for Eagle Bancorp, Inc. (the "Parent Company").
Parent Company
Condensed Balance Sheets
As of December 31,
(dollars in thousands) 2025 2024
Assets
Cash and due from banks $ 8,693 $ 23,561
Investment securities available-for-sale, at fair value
— —
Investment securities held-to-maturity, net allowance for credit losses of $ 806 and $ 1,000 , respectively
43,468 43,172
Investment in subsidiary 1,149,535 1,230,907
Other assets 8,166 6,570
Total Assets $ 1,209,862 $ 1,304,210
Liabilities
Other liabilities $ 2,150 $ 2,041
Borrowings 76,429 76,108
Total liabilities 78,579 78,149
Shareholders’ Equity
Common stock 300 298
Additional paid in capital 382,499 384,932
Retained earnings 837,643 982,304
Accumulated other comprehensive loss ( 89,159 ) ( 141,473 )
Total Shareholders’ Equity 1,131,283 1,226,061
Total Liabilities and Shareholders’ Equity $ 1,209,862 $ 1,304,210
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Notes to Consolidated Financial Statements | Note 23 – Parent Company Financial Information
Parent Company
Condensed Statement of Operations
For the Year Ended December 31,
(dollars in thousands) 2025 2024 2023
Income
Other interest and dividends $ 11,753 $ 99,236 $ 126,264
Gain on sale of investment securities 459 1,060 —
Other income (loss) 165 66 43
Total Income 12,377 100,362 126,307
Expenses
Interest expense 8,089 4,797 4,149
Legal and professional 1,373 495 1,695
Directors compensation 562 474 597
Provision for (reversal of) credit losses ( 195 ) ( 449 ) 1,124
Other expenses 2,237 1,411 879
Total Expenses 12,066 6,728 8,444
Income Before Income Tax Expense (Benefit) and Equity in Undistributed Income (Loss) of Subsidiaries 311 93,634 117,863
Income Tax Expense (Benefit) ( 1,123 ) 2,182 ( 1,220 )
Income Before Equity in Undistributed Income (Loss) of Subsidiaries 1,434 91,452 119,083
Equity in Undistributed Income (Loss) of Subsidiaries ( 139,486 ) ( 138,487 ) ( 18,549 )
Net Income (loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
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Notes to Consolidated Financial Statements | Note 23 – Parent Company Financial Information
Parent Company
Condensed Statements of Cash Flows
For the Year Ended December 31,
(dollars in thousands) 2025 2024 2023
Cash Flows From Operating Activities
Net Income (Loss) $ ( 138,052 ) $ ( 47,035 ) $ 100,534
Adjustments to reconcile net income (loss) to net cash used in operating activities: Equity in undistributed income (loss) of subsidiary 139,486 138,487 18,549
Net tax benefits from stock based compensation expense 7,047 9,561 10,018
Securities premium amortization, net — 1,004 6
Provision for (reversal of) credit losses for investment securities held-to-maturity ( 195 ) ( 449 ) 1,124
Depreciation and amortization 330 82 124
(Increase) decrease in other assets ( 8,662 ) ( 11,935 ) ( 10,397 )
Increase (decrease) in other liabilities 56 2,917 ( 1,064 )
Net cash provided by operating activities 10 92,632 118,894
Cash Flows From Investing Activities
Investment in subsidiary — ( 70,000 ) —
Purchases of held-to-maturities investment securities — — —
Proceeds from maturities of held-to-maturities securities — — —
Net cash used in investing activities — ( 70,000 ) —
Cash Flows From Financing Activities
Net proceeds from borrowings — 7,665 —
Proceeds from exercise of stock options — — —
Proceeds from employee stock purchase plan 436 485 586
Common stock repurchased — — ( 47,631 )
Cash dividends paid ( 15,314 ) ( 45,617 ) ( 54,993 )
Net cash used in financing activities ( 14,878 ) ( 37,467 ) ( 102,038 )
Net Increase (Decrease) in Cash ( 14,868 ) ( 14,835 ) 16,856
Cash and Cash Equivalents at Beginning of Year 23,561 38,396 21,540
Cash and Cash Equivalents at End of Year $ 8,693 $ 23,561 $ 38,396
Non-Cash Investing Activities
Transfers of investment securities from available-for-sale to held-to-maturity $ — $ — $ —
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Notes to Consolidated Financial Statements | Note 24 – Segment Reporting
Note 24 – 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 chief operating decision maker ("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. Interest income and fees on loans, investments, and deposits provide the majority of 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.
Note 25 - Subsequent Events
The Company’s management has evaluated subsequent events through the date this filing and determined that the following qualifies as a Type 1 subsequent event:
Subsequent to the Company’s issuance of its earnings release on January 21, 2026, additional information became available related to the investigation by the U.S. Attorney’s Office for the Middle District of Pennsylvania disclosed in “Note 19 – Commitments and Contingent Liabilities”. This information provided further evidence about conditions that existed at December 31, 2025, and management concluded that a $ 10 million provision should be recorded as of year end. Refer to Note 19 for further information on this matter.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.