What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-07 · 158 added, 160 removed, 919 unchanged (26% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

($ in thousands - unaudited) June 30,

($ in thousands - unaudited) September 30,

2025 December 31,

44 unchanged sentences

Consolidated Statements of Income

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands, except share data - unaudited) 2025 2024 2025 2024

Three Months Ended September 30, Nine Months Ended September 30,

($ in thousands, except per share data - unaudited) 2025 2024 2025 2024

Interest Income

42 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

($ in thousands - unaudited) 2025 2024 2025 2024

17 unchanged sentences

Shares Amount

Three Months Ended June 30, 2024

Balances, April 1, 2024 41,156 $ 965,429 $ 732,643 $ ( 1,396 ) $ 1,396 $ ( 321,973 ) $ 1,376,099

Three Months Ended September 30, 2024

Balances, July 1, 2024 41,188 $ 967,239 $ 752,294 $ ( 1,139 ) $ 1,139 $ ( 315,191 ) $ 1,404,342

Net income 18,680 18,680

3 unchanged sentences

Stock options exercised 111 2,324 2,324

Stock withheld for payment of taxes ( 11 ) ( 478 ) ( 478 )

Stock-based compensation 52 1,365 1,365

Other comprehensive loss 6,782 6,782

Balances, June 30, 2024 41,188 $ 967,239 $ 752,294 $ ( 1,139 ) $ 1,139 $ ( 315,191 ) $ 1,404,342

Three Months Ended June 30, 2025

Balances, April 1, 2025 41,369 $ 971,174 $ 783,630 $ ( 1,166 ) $ 1,166 $ ( 246,628 ) $ 1,508,176

Other comprehensive income 60,385 60,385

Balances, September 30, 2024 41,340 $ 970,450 $ 761,881 $ ( 1,148 ) $ 1,148 $ ( 254,806 ) $ 1,477,525

Three Months Ended September 30, 2025

Balances, July 1, 2025 41,468 $ 973,041 $ 812,657 $ ( 869 ) $ 869 $ ( 229,518 ) $ 1,556,180

Net income 20,363 20,363

6 unchanged sentences

Other comprehensive income 36,123 36,123

Balances, June 30, 2025 41,468 $ 973,041 $ 812,657 $ ( 869 ) $ 869 $ ( 229,518 ) $ 1,556,180

Balances, September 30, 2025 41,465 $ 973,235 $ 823,483 $ ( 877 ) $ 877 $ ( 193,395 ) $ 1,603,323

See accompanying notes to unaudited consolidated financial statements.

4 unchanged sentences

Shares Amount

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balances, January 1, 2024 41,110 $ 963,990 $ 716,420 $ ( 1,385 ) $ 1,385 $ ( 308,030 ) $ 1,372,380

6 unchanged sentences

Stock-based compensation 82 3,635 3,635

Other comprehensive loss ( 7,161 ) ( 7,161 )

Balances, June 30, 2024 41,188 $ 967,239 $ 752,294 $ ( 1,139 ) $ 1,139 $ ( 315,191 ) $ 1,404,342

Six Months Ended June 30, 2025

Other comprehensive income 53,224 53,224

Balances, September 30, 2024 41,340 $ 970,450 $ 761,881 $ ( 1,148 ) $ 1,148 $ ( 254,806 ) $ 1,477,525

Nine Months Ended September 30, 2025

Balances, January 1, 2025 41,347 $ 971,313 $ 756,327 $ ( 1,148 ) $ 1,148 $ ( 282,029 ) $ 1,445,611

8 unchanged sentences

Other comprehensive income 88,634 88,634

Balances, June 30, 2025 41,468 $ 973,041 $ 812,657 $ ( 869 ) $ 869 $ ( 229,518 ) $ 1,556,180

Balances, September 30, 2025 41,465 $ 973,235 $ 823,483 $ ( 877 ) $ 877 $ ( 193,395 ) $ 1,603,323

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

($ in thousands-unaudited) 2025 2024

22 unchanged sentences

(Increase) decrease in accrued interest receivable 343 4,461

Decrease (increase) in other assets 6,300 952

(Increase) decrease in other assets ( 13,227 ) ( 2,527 )

(Decrease) increase in accrued interest payable ( 168 ) ( 133 )

15 unchanged sentences

Proceeds from sales of premises and equipment 863 754

Net cash provided by (used in) investing activities ( 175,353 ) 403,343

Net cash (used in) provided by investing activities ( 379,110 ) 491,250

Cash Flows From Financing Activities

13 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

($ in thousands-unaudited) 2025 2024

2 unchanged sentences

Cash paid during the period for income taxes 9,046 26,084

Cash paid during the period for the purchase of transferable tax credits 9,337 —

Unrealized gain (loss) on securities available for sale, net of taxes 88,634 53,166

17 unchanged sentences

Accordingly, they do not include all information and notes necessary for complete financial statements in accordance with GAAP.

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of June 30, 2025, the consolidated results of income, comprehensive income and shareholders' equity for the six months ended June 30, 2025 and 2024, and the consolidated cash flows for the six months ended June 30, 2025 and 2024.

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of September 30, 2025, the consolidated results of income, comprehensive income and shareholders' equity for the nine months ended September 30, 2025 and 2024, and the consolidated cash flows for the nine months ended September 30, 2025 and 2024.

Any such adjustments were of a normal, recurring nature.

6 unchanged sentences

Accounting Standards Adopted in 2025

The Company did not adopt any accounting standards during the first six months of 2025.

The Company did not adopt any accounting standards during the first nine months of 2025.

Accounting Standards Pending Adoption

9 unchanged sentences

adoption of ASU 2023-09 is not expected to have a significant impact on the Company's consolidated financial statements.

ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) , amended the Derivatives and Hedging and Revenue from Contracts with Customers topics in the Accounting Standards Codification to refine derivative scope and clarify the accounting treatment of share-based noncash consideration from customers in revenue contracts.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

Early adoption is permitted.

Entities may apply the guidance prospectively or on a modified retrospective basis.

The adoption of ASU 2025-07 is not expected to have a significant impact on the Company's consolidated financial statements.

Other accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("FASB") or other standards-setting bodies are not expected to have a material impact on the Company’s consolidated financial statements.

The book values and approximate fair values of investment securities at June 30, 2025 and December 31, 2024 are summarized as follows:

($ in thousands) June 30, 2025 December 31, 2024

The book values and approximate fair values of investment securities at September 30, 2025 and December 31, 2024 are summarized as follows:

($ in thousands) September 30, 2025 December 31, 2024

Value Unrealized Amortized

11 unchanged sentences

Total held to maturity $ 514,733 $ 443,055 $ 30 $ ( 71,708 ) $ 519,998 $ 428,571 $ 1 $ ( 91,428 )

All of the Company’s mortgage-backed securities were issued by government-sponsored enterprises ("GSEs"), except for private mortgage-backed securities with a fair value of $ 0.7 million as of June 30, 2025 and December 31, 2024.

Accrued interest receivable on available for sale ("AFS") debt securities was $ 4.5 million and $ 4.6 million at June 30, 2025 and December 31, 2024, respectively.

Accrued interest receivable on held to maturity ("HTM") debt securities was $ 4.2 million and $ 4.2 million as of June 30, 2025 and December 31, 2024.

The following table presents information regarding all securities with unrealized losses at June 30, 2025:

Accrued interest receivable on available for sale ("AFS") debt securities was $ 5.0 million and $ 4.6 million at September 30, 2025 and December 31, 2024, respectively.

Accrued interest receivable on held to maturity ("HTM") debt securities was $ 3.0 million and $ 4.2 million as of September 30, 2025 and December 31, 2024.

The following table presents information regarding all securities with unrealized losses at September 30, 2025:

Securities in an Unrealized

26 unchanged sentences

Total unrealized loss position $ 442,489 $ 2,441 $ 1,975,663 $ 457,102 $ 2,418,152 $ 459,543

As of June 30, 2025, the Company's securities portfolio included 589 securities of which 548 securities were in an unrealized loss position.

As of September 30, 2025, the Company's securities portfolio included 580 securities of which 522 securities were in an unrealized loss position.

As of December 31, 2024, the Company's securities portfolio included 584 securities of which 560 securities were in an unrealized loss position.

In the above tables, all of the securities that were in an unrealized loss position at June 30, 2025 and December 31, 2024 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns.

In the above tables, all of the securities that were in an unrealized loss position at September 30, 2025 and December 31, 2024 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns.

In arriving at this conclusion, the Company reviewed third-party credit ratings and considered the severity of the impairment.

3 unchanged sentences

The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost.

At June 30, 2025 and December 31, 2024, the Company determined that expected credit losses associated with HTM securities were insignificant.

The book values and fair values of investment securities at June 30, 2025, by contractual maturity, are summarized in the table below.

At September 30, 2025 and December 31, 2024, the Company determined that expected credit losses associated with HTM securities were insignificant.

The book values and fair values of investment securities at September 30, 2025, by contractual maturity, are summarized in the table below.

Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

7 unchanged sentences

Total securities $ 2,417,434 $ 2,165,668 $ 514,733 $ 443,055

At June 30, 2025 and December 31, 2024, investment securities with carrying values of $ 787.0 million and $ 806.0 million, respectively, were pledged as collateral for public deposits.

In addition, at June 30, 2025 and December 31, 2024, investment securities with carrying values of $ 713.5 million and $ 661.0 million, respectively, were pledged as collateral to the Federal Reserve Bank ("Federal Reserve") to secure any such borrowings.

At June 30, 2025 and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S.

At September 30, 2025 and December 31, 2024, investment securities with carrying values of $ 914.8 million and $ 806.0 million, respectively, were pledged as collateral for public deposits.

In addition, at September 30, 2025 and December 31, 2024, investment securities with carrying values of $ 662.8 million and $ 661.0 million, respectively, were pledged as collateral to the Federal Reserve Bank ("Federal Reserve") to secure any such borrowings.

At September 30, 2025 and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S.

Government and its agencies or GSEs, in an amount greater than 10% of shareholders' equity.

During three and six months ended June 30, 2025, there were no sales of investment securities.

During the three months ended June 30, 2024, the Company received proceeds from the sale of securities and its holdings of Class B shares of Visa, Inc.

of $ 142.7 million and recorded $ 0.2 million in net losses from the sales.

During the six months

ended June 30, 2024, the Company received proceeds from the sale of securities and its holdings of Class B shares of Visa, Inc.

of $ 148.0 million and recorded $ 1.2 million in net losses from the sales.

Included in “Other assets” in the consolidated balance sheets are investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve stock totaling $ 41.6 million and $ 41.3 million at June 30, 2025 and December 31, 2024, respectively.

During the three and nine months ended September 30, 2025, as part of a securities loss-earnback transaction, the Company received proceeds from sales of securities of $ 166.4 million and recorded $ 27.9 million in losses from the sales.

There were no sales of investment securities during the three months ended September 30, 2024.

During the second quarter of 2024, the Company sold all of its holdings of Class B shares of Visa, Inc.

(“Visa”) stock that were received upon Visa’s initial public offering and recognized a gain of $ 4.5 million.

As the Class B stock did not initially have a readily determinable fair value, it was carried at$0 prior to the sale.

During the second quarter of 2024, the Company received proceeds from sales of securities of $ 138.2 million and recorded $ 4.7 million in losses from the sales.

This loss was partially offset by the $ 4.5 million gain on the sale of the Visa stock discussed above.

Included in "Securities losses, net" in the consolidated statements of income, during the first quarter of 2024, the Company received proceeds from the call of a security of $ 5.2 million and recorded a $ 975 thousand loss related to the unamortized premium balance at the time of the call.

Included in “Other assets” in the consolidated balance sheets are investments in Federal Home Loan Bank (“FHLB”) and Federal Reserve stock totaling $ 41.7 million and $ 41.3 million at September 30, 2025 and December 31, 2024, respectively.

These investments do not have readily determinable fair values.

The FHLB stock had a cost of $ 8.6 million at June 30, 2025 and December 31, 2024, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system.

The Federal Reserve stock had a cost of $ 33.0 million and $ 32.7 million at June 30, 2025 and December 31, 2024, respectively, and is a requirement for Federal Reserve member bank qualification.

The FHLB stock had a cost of $ 8.6 million and $ 8.5 million at September 30, 2025 and December 31, 2024, respectively, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system.

The Federal Reserve stock had a cost of $ 33.1 million and $ 32.7 million at September 30, 2025 and December 31, 2024, respectively, and is a requirement for Federal Reserve member bank qualification.

Periodically, both the FHLB and Federal Reserve recalculate the Company’s required level of holdings, and the Company either buys more stock or redeems a portion of the stock at cost.

2 unchanged sentences

The following is a summary of the major categories of total loans outstanding:

($ in thousands) June 30, 2025 December 31, 2024

($ in thousands) September 30, 2025 December 31, 2024

Amount Percentage Amount Percentage

11 unchanged sentences

Also included in the table above are various SBA loans, generally originated under the SBA 7A program, with additional information on these loans presented in the table below.

($ in thousands) June 30, 2025 December 31, 2024

($ in thousands) September 30, 2025 December 31, 2024

Guaranteed portions of SBA loans included in table above $ 54,690 $ 34,095

2 unchanged sentences

Sold portions of SBA loans with servicing retained - not included in tables above $ 300,537 $ 330,482

At June 30, 2025 and December 31, 2024, there were remaining unaccreted discounts on the retained portion of sold SBA loans amounting to $ 2.3 million and $ 2.9 million, respectively.

At June 30, 2025 and December 31, 2024, l oans in the amount of $ 6.9 billion and $ 6.7 billion, respectively, were pledged as collateral to the Federal Reserve and the FHLB for borrowing capacity.

At September 30, 2025 and December 31, 2024, there were remaining unaccreted discounts on the retained portion of sold SBA loans amounting to $ 2.3 million and $ 2.9 million, respectively.

At September 30, 2025 and December 31, 2024, l oans in the amount of $ 7.0 billion and $ 6.7 billion, respectively, were pledged as collateral to the Federal Reserve and the FHLB for borrowing capacity.

Refer to Note 5 for further discussion.

At June 30, 2025 and December 31, 2024, total loans included loans to directors and executive officers of the Company, and their associates, totaling approximately $ 61.7 million and $ 62.9 million, respectively.

Available credit on related party loans totaled $ 0.3 million and $ 1.0 million at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, unamortized discounts on all acquired loans totaled $ 11.8 million and $ 15.1 million, respectively.

At September 30, 2025 and December 31, 2024, total loans included loans to directors and executive officers of the Company, and their associates, totaling approximately $ 61.4 million and $ 62.9 million, respectively.

Available credit on related party loans totaled $ 0.1 million and $ 1.0 million at September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, unamortized discounts on all acquired loans totaled $ 10.1 million and $ 15.1 million, respectively.

Nonperforming assets ("NPAs") are defined as nonaccrual loans, loans past due 90 or more days and still accruing interest, and foreclosed properties.

The following table summarizes the NPAs for each date presented.

($ in thousands) June 30,

($ in thousands) September 30,

2025 December 31,

4 unchanged sentences

Total nonperforming assets $ 39,007 $ 36,744

At June 30, 2025 and December 31, 2024, the Company had $ 1.3 million and $ 1.2 million, respectively, in residential mortgage loans in the process of foreclosure.

At June 30, 2025 and December 31, 2024, there was one loan with commitments to lend an immaterial amount and $ 0.2 million, respectively, of additional funds to borrowers whose loans were nonperforming.

The following table is a summary of the Company’s nonaccrual loans by major categories as of June 30, 2025:

At September 30, 2025 and December 31, 2024, the Company had $ 0.6 million and $ 1.2 million, respectively, in residential mortgage loans in the process of foreclosure.

At September 30, 2025 and December 31, 2024, there was one loan with commitments to lend an immaterial amount and $ 0.2 million, respectively, of additional funds to borrowers whose loans were nonperforming.

The following table is a summary of the Company’s nonaccrual loans by major categories as of September 30, 2025:

($ in thousands) Nonaccrual Loans with No Allowance Nonaccrual Loans with an Allowance Total Nonaccrual Loans

20 unchanged sentences

The following table represents the accrued interest receivables written off by reversing interest income during each period indicated:

($ in thousands) Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

($ in thousands) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Commercial and industrial $ 295 $ 360

6 unchanged sentences

Total $ 1,019 $ 725

The following table presents an analysis of the payment status of the Company’s loans as of June 30, 2025:

The following table presents an analysis of the payment status of the Company’s loans as of September 30, 2025:

($ in thousands) Accruing

30 unchanged sentences

Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty.

The following table presents an analysis of collateral dependent loans of the Company as of June 30, 2025:

The following table presents an analysis of collateral dependent loans of the Company as of September 30, 2025:

($ in thousands) Commercial Property Total Collateral-Dependent Loans

10 unchanged sentences

($ in thousands) Beginning balance Charge-offs Recoveries Provisions / (Reversals) Ending balance

As of and for the three months ended June 30, 2025

As of and for the three months ended September 30, 2025

Commercial and industrial $ 18,506 $ ( 2,357 ) $ 580 $ 1,823 $ 18,552

7 unchanged sentences

Total $ 120,545 $ ( 3,650 ) $ 691 $ 3,362 $ 120,948

As of and for the six months ended June 30, 2025

As of and for the nine months ended September 30, 2025

Commercial and industrial $ 19,474 $ ( 5,989 ) $ 1,544 $ 3,523 $ 18,552

8 unchanged sentences

($ in thousands) Beginning balance Charge-offs Recoveries Provisions / (Reversals) Ending balance

As of and for the three months ended June 30, 2024

As of and for the three months ended September 30, 2024

Commercial and industrial $ 19,837 $ ( 1,913 ) $ 246 $ ( 27 ) $ 18,143

7 unchanged sentences

Total $ 110,058 $ ( 2,688 ) $ 565 $ 14,783 $ 122,718

As of and for the six months ended June 30, 2024

As of and for the nine months ended September 30, 2024

Commercial and industrial $ 21,227 $ ( 5,976 ) $ 1,346 $ 1,546 $ 18,143

14 unchanged sentences

($ in thousands) 2025 2024 2023 2022 2021 Prior Revolving Total

As of June 30, 2025

As of September 30, 2025

Commercial and industrial

112 unchanged sentences

For loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period.

The following table is a summary of the Company's nonaccrual and accruing modifications for borrowers experiencing financial difficulty by major categories for each date presented.

June 30, 2025 December 31, 2024

($ in thousands) Accruing loans Nonaccrual loans Total Accruing loans Nonaccrual loans Total

Commercial and industrial $ 86 $ 1,115 $ 1,201 $ 165 $ 2,118 $ 2,283

Construction, development & other land loans 346 — 346 212 — 212

Commercial real estate - owner occupied 3,736 571 4,307 3,974 175 4,149

Commercial real estate - non owner occupied 4,523 1,544 6,067 — 149 149

Multi-family real estate — — — — — —

Residential 1-4 family real estate 483 308 791 380 285 665

Home equity loans/lines of credit 2,184 621 2,805 2,143 572 2,715

Consumer loans — — — — — —

Total $ 11,358 $ 4,159 $ 15,517 $ 6,874 $ 3,299 $ 10,173

The following tables present the amortized cost basis at June 30, 2025 and June 30, 2024 of the loans modified during the three and six month periods then ended for borrowers experiencing financial difficulty, by loan category and type of concession granted.

($ in thousands) Payment Delay Term Extension Combination - Payment Delay and Term Extension Total Percent of Total Class of Loans

As of and for the three months ended June 30, 2025

The following tables present the amortized cost basis at September 30, 2025 and September 30, 2024 of the loans modified during the three and nine month periods then ended for borrowers experiencing financial difficulty, by loan category and type of concession granted.

($ in thousands) Payment Delay Term Extension Combination - Term Extension and Payment Delay Combination - Interest Rate Reduction and Term Extension Total Percent of Total Class of Loans

As of and for the three months ended September 30, 2025

Commercial and industrial $ 66 $ 608 $ — $ 40 $ 714 0.08 %

Construction, development & other land loans — 309 — 309 0.05 %

Commercial real estate - owner occupied 334 68 — 402 0.03 %

Commercial real estate - non owner occupied — — 85 85 — %

Residential 1-4 family real estate — 95 120 215 0.01 %

Home equity loans/lines of credit — 327 — — 327 0.09 %

Total $ 66 $ 935 $ — $ 40 $ 1,041 0.01 %

As of and for the six months ended June 30, 2025

As of and for the nine months ended September 30, 2025

Commercial and industrial $ 120 $ 712 $ — $ 40 $ 872 0.10 %

6 unchanged sentences

($ in thousands) Payment Delay Term Extension Combination - Term Extension and Payment Delay Combination - Interest Rate Reduction and Term Extension Total Percent of Total Class of Loans

As of and for the three months ended June 30, 2024

Commercial and industrial $ — $ 1 $ — $ 96 $ 97 0.01 %

Residential 1-4 family real estate — 203 — — 203 0.01 %

As of and for the three months ended September 30, 2024

Construction, development & other land loans $ — $ 143 $ — $ — $ 143 0.02 %

Home equity loans/lines of credit — 96 — — 96 0.03 %

Total $ — $ 239 $ — $ — $ 239 — %

As of and for the six months ended June 30, 2024

As of and for the nine months ended September 30, 2024

Commercial and industrial $ 114 $ 1 $ 878 $ 92 $ 1,085 0.13 %

Construction, development & other land loans — 208 — — 208 0.03 %

Commercial real estate - non owner occupied — 107 — — 107 — %

2 unchanged sentences

Total $ 114 $ 932 $ 878 $ 265 $ 2,189 0.03 %

For the three and six months ended June 30, 2025 and June 30, 2024, there were no modifications for borrowers experiencing financial difficulty with principal forgiveness concessions.

The following table describes the financial effect for the three and six months ended June 30, 2025 of the modifications made for borrowers experiencing financial difficulty:

For the three and nine months ended September 30, 2025 and September 30, 2024, there were no modifications for borrowers experiencing financial difficulty with principal forgiveness concessions.

The following table describes the financial effect for the three and nine months ended September 30, 2025 of the modifications made for borrowers experiencing financial difficulty:

Financial Effect of Modification to Borrowers Experiencing Financial Difficulty

1 unchanged sentence

(in months) Weighted Average Term Extension

For the three months ended June 30, 2025

Construction, development & other land loans — % 0 3

Commercial real estate - owner occupied — % 7 148

Commercial real estate - non owner occupied — % 4 2

Residential 1-4 family real estate — % 4 29

For the three months ended September 30, 2025

Commercial and industrial 2.24 % 6 19

Home equity loans/lines of credit — % 0 10

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Commercial and industrial 2.24 % 6 30

4 unchanged sentences

Home equity loans/lines of credit — % 0 38

The following table describes the financial effect for the three and six months ended June 30, 2024 of the modifications made for borrowers experiencing financial difficulty:

The following table describes the financial effect for the three and nine months ended September 30, 2024 of the modifications made for borrowers experiencing financial difficulty:

Financial Effect of Modification to Borrowers Experiencing Financial Difficulty

1 unchanged sentence

(in months) Weighted Average Term Extension

For the three months ended June 30, 2024

Commercial and industrial 0.75 % 0 27

Residential 1-4 family real estate — % 0 103

For the three months ended September 30, 2024

Construction, development & other land loans — % 0 8

Home equity loans/lines of credit — % 0 40

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Commercial and industrial 0.75 % 36 13

Construction, development & other land loans — % 0 6

Commercial real estate - non owner occupied — % 0 13

2 unchanged sentences

The Company closely monitors the performance of the modified loans that are to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table depicts the performance of loans that were modified in the last twelve months as of June 30, 2025:

The following table depicts the performance of loans that were modified in the last twelve months as of September 30, 2025:

Payment Status (Amortized Cost Basis)

17 unchanged sentences

$ 2,307 $ — $ 68 $ 936

During the three and six months ended June 30, 2025 and June 30, 2024, none of the loans to borrowers experiencing financial difficulty that were modified in the twelve months prior were considered to have had a payment default.

At June 30, 2025, there were no commitments to lend additional funds to a borrower experiencing financial difficulty for whom a modification had been made.

The following table presents the amortized cost basis of loans that had a payment default during the three and nine months ended September 30, 2025 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty by loan category and type of concession granted.

($ in thousands) Payment Delay Total

Commercial and industrial $ 54 $ 54

Commercial real estate - owner occupied 334 334

Total $ 388 $ 388

During the three and nine months ended September 30, 2024, none of the loans to borrowers experiencing financial difficulty that were modified in the twelve months prior were considered to have had a payment default.

At September 30, 2025, there were no commitments to lend additional funds to a borrower experiencing financial difficulty for whom a modification had been made.

At December 31, 2024, there was a commitment to lend $ 0.1 million of additional funds to one borrower experiencing financial difficulty for whom a modification had been made.

9 unchanged sentences

Those balances have since reduced to $ 674 million.

The following is a summary of the categories of those loans outstanding as of June 30, 2025:

The following is a summary of the categories of those loans outstanding as of September 30, 2025:

($ in thousands) Balance

7 unchanged sentences

Total $ 673,562

Given that the recovery from the storm is ongoing in many impacted communities, the Company continues to evaluate possible impacts from the storm on borrowers and has reserved accordingly based upon the information available as of June 30, 2025.

The Company applied increased reserve rates based upon severe economic factors to the approximately $ 674 million of loans in the most impacted path of Hurricane Helene.

Additionally, the Company continues to evaluate the largest commercial loans in that area and applied incremental reserves to those loans that were suspected of having higher potential property damage or economic impact from the storm.

Due to the potential exposure from Hurricane Helene, the ACL on these impacted loans was $ 7.5 million as of June 30, 2025, adding 10 basis points to the overall ACL as a percent of total loans, which was 1.47 % as of June 30, 2025.

Due to the potential exposure from Hurricane Helene, the ACL on these impacted loans was $ 3.5 million as of September 30, 2025, adding 5 basis points to the overall ACL as a percent of total loans, which was 1.44 % as of September 30, 2025.

As of December 31, 2024, the ACL on these loans was $ 13.0 million, adding 16 basis points to the overall ACL as a percent of total loans, which was 1.51 %.

5 unchanged sentences

The allowance for unfunded loan commitments was included in "Other liabilities" on the consolidated balance sheets.

The following table presents the balance and activity in the allowance for unfunded loan commitments for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table presents the balance and activity in the allowance for unfunded loan commitments for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

6 unchanged sentences

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets and the carrying amount of unamortized intangible assets as of the periods presented.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

($ in thousands) Gross Carrying

11 unchanged sentences

Customer lists are generally amortized over five years and core deposit intangibles are generally amortized over 10 years, both at an accelerated rate.

Amortization expense of all amortizable intangible assets totaled $ 1.5 million and $ 1.7 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.0 million and $ 3.4 million for the six months ended June 30, 2025 and 2024.

Amortization expense of all amortizable intangible assets totaled $ 1.4 million and $ 1.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 4.4 million and $ 5.0 million for the nine months ended September 30, 2025 and 2024.

Goodwill is evaluated for impairment on at least an annual basis, with the annual evaluation occurring as of October 31 of each year.

3 unchanged sentences

There was no change to carrying amounts of goodwill during 2025.

Other than the expected amortization expense recognized during the six months ended June 30, 2025, there have been no material changes to the estimated amortization expense related to amortizable intangible assets as discussed in Note 6 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

The Company recorded SBA guaranteed servicing fee income of $ 0.7 million and $ 0.8 million during the three months ended June 30, 2025 and 2024, respectively, and $ 1.4 million and $ 1.5 million for the six months ended June 30, 2025 and 2024, respectively.

There was no impairment of SBA servicing assets at June 30, 2025 and December 31, 2024 and no significant methodology changes have been made since year end.

Other than the expected amortization expense recognized during the nine months ended September 30, 2025, there have been no material changes to the estimated amortization expense related to amortizable intangible assets as discussed in Note 6 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

The Company recorded SBA guaranteed servicing fee income of $ 0.7 million and $ 0.8 million during the three months ended September 30, 2025 and 2024, respectively, and $ 2.0 million and $ 2.3 million for the nine months ended September 30, 2025 and 2024, respectively.

There was no impairment of SBA servicing assets at September 30, 2025 and December 31, 2024 and no significant methodology changes have been made since year end.

The following table presents the changes in the SBA servicing assets (included in "Other assets" in the Company's consolidated balance sheet) for each period indicated:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

3 unchanged sentences

Ending balance, net $ 1,992 $ 2,960 $ 1,992 $ 2,960

The following tables present information regarding the Company’s outstanding borrowings at June 30, 2025:

The following tables present information regarding the Company’s outstanding borrowings at September 30, 2025:

($ in thousands)

9 unchanged sentences

Subordinated Debentures 11/15/2030 Continuous by Company beginning 11/15/2025 18,000 4.38 % fixed at 9/30/25 until 11/15/25, then adjustable rate 3 month CME Term SOFR + 4.16 %

Total borrowings / weighted average rate as of June 30, 2025

Total borrowings / weighted average rate as of September 30, 2025

96,089 5.97 %

18 unchanged sentences

The Company enters into leases in the normal course of business.

As of June 30, 2025, the Company leased 13 bank branch offices for which the land and buildings are leased and ten branch offices for which the land is leased but the buildings are owned.

As of September 30, 2025, the Company leased 13 bank branch offices for which the land and buildings are leased and ten branch offices for which the land is leased but the buildings are owned.

The Company also leases office space for several operational departments.

1 unchanged sentence

The Company includes lease extension options in the lease term if, after considering relevant economic, market, and strategic factors, it is reasonably certain the Company will exercise the option.

The weighted average remaining life of the lease term for these leases was 20.7 years as of June 30, 2025 and 21.2 years as of December 31, 2024.

The weighted average remaining life of the lease term for these leases was 20.8 years as of September 30, 2025 and 21.2 years as of December 31, 2024.

Certain of the Company's lease agreements include variable lease payments based on changes in inflation, with the impact of that factor being insignificant to the Company's total lease expense.

6 unchanged sentences

The Company uses its incremental borrowing rate, on a collateralized basis, at lease commencement to calculate the present value of lease payments when the rate implicit in the lease is not known.

The weighted average discount rates for leases were 3.40 % and 3.34 % as of June 30, 2025 and December 31, 2024, respectively.

million as of June 30, 2025, respectively, and were $ 13.8 million and $ 14.6 million as of December 31, 2024, respectively.

Total operating lease expenses, included in "Other operating expenses" in the Company's consolidated statements of income, were $ 0.6 million and $ 0.5 million for the three months ended June 30, 2025 and 2024, respectively and $ 1.3 million and $ 1.2 million for six months ended June 30, 2025and 2024, respectively.

Future undiscounted lease payments for operating leases with initial terms of greater than one year as of June 30, 2025 are as follows:

The weighted average discount rates for leases were 3.41 % and 3.34 % as of September 30, 2025 and December 31, 2024, respectively.

The right-of-use assets, included in "Other assets" on the Company's consolidated balance sheets, and lease liabilities, included in "Other liabilities" on the Company's consolidated balance sheets, were $ 13.7 million and $ 14.6 million as of September 30, 2025, respectively, and were $ 13.8 million and $ 14.6 million as of December 31, 2024, respectively.

Total operating lease expenses, included in "Other operating expenses" in the Company's consolidated statements of income, were $ 0.6 million for the three months ended September 30, 2025 and 2024, and $ 1.9 million and $ 1.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Future undiscounted lease payments for operating leases with initial terms of greater than one year as of September 30, 2025 are as follows:

($ in thousands)

July 1, 2025 to December 31, 2025 $ 914

October 1, 2025 to December 31, 2025 $ 450

Thereafter 15,725

9 unchanged sentences

Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at June 30, 2025:

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at September 30, 2025:

($ in thousands)

Description of Financial Instruments

Fair Value at June 30, 2025 Quoted Prices in Active Markets for Identical Assets

Fair Value at September 30, 2025 Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other

12 unchanged sentences

Individually evaluated loans $ 8,656 $ — $ — $ 8,656

Foreclosed real estate 44 — — 44

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2024:

20 unchanged sentences

Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.

For the Company, Level 2 securities include U.S Treasury bonds, mortgage-

backed securities, commercial mortgage-backed obligations, government-sponsored enterprise securities, and corporate bonds.

For the Company, Level 2 securities include U.S Treasury bonds, mortgage-backed securities, commercial mortgage-backed obligations, government-sponsored enterprise securities, and corporate bonds.

In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

12 unchanged sentences

Any fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of income.

There were no significant changes in the reported amount of Level 3 assets and liabilities measured at fair value on either a recurring or a non-recurring basis as of June 30, 2025.

The carrying amounts and estimated fair values of financial instruments not carried at fair value at June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025 December 31, 2024

Foreclosed real estate – Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value.

Fair value is measured on a non-recurring basis and is based upon independent market prices or current appraisals that are generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3).

Appraisals used in this analysis are generally obtained at least annually based on when the assets were acquired, and thus the appraisals are not necessarily as of the period ends presented.

At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses.

For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the consolidated statements of income.

There were no significant changes in the reported amount of Level 3 assets and liabilities measured at fair value on either a recurring or a non-recurring basis as of September 30, 2025.

The carrying amounts and estimated fair values of financial instruments not carried at fair value at September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025 December 31, 2024

($ in thousands) Level in Fair

20 unchanged sentences

Stock-Based Compensation

The Company recorded total stock-based compensation expense of $ 1.1 million and $ 0.9 million for the three months ended June 30, 2025 and 2024, respectively, and $ 2.1 million and $ 1.6 million for the six months ended June 30, 2025 and 2024, respectively.

The Company recorded total stock-based compensation expense of $ 0.7 million and $ 1.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 2.8 million and $ 3.0 million for the nine months ended September 30, 2025 and 2024, respectively.

These amounts are included in "Total personnel expense" on the accompanying consolidated statements of income.

The Company recog nized income tax benefits related to stock-based compensation expense in its income statement of $ 246,000 an d $ 218,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 484,000 and $ 371,000 for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, the sole equity-based compensation plan of the Company was the First Bancorp 2024 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 31, 2024.

As of June 30, 2025, the Equity Plan had 1,831,944 shares remaining available for grant.

The Company recog nized income tax benefits related to stock-based compensation expense in its income statement of $ 163,000 an d $ 304,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 647,000 and $ 675,000 for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025, the sole equity-based compensation plan of the Company was the First Bancorp 2024 Equity Plan (the "Equity Plan"), which was approved by shareholders on May 31, 2024.

As of September 30, 2025, the Equity Plan had 1,828,580 shares remaining available for grant.

The Equity Plan is intended to serve as a means to attract, retain, and motivate key employees and directors and to associate the interests of the Equity Plan's participants with those of the Company and its shareholders.

5 unchanged sentences

Compensation expense associated with these director awards is fully recognized by the date of the award since there are no vesting conditions.

The following table presents information regarding the activity for the first six months of 2025 related to the Company’s outstanding restricted stock awards:

The following table presents information regarding the activity for the first nine months of 2025 related to the Company’s outstanding restricted stock awards:

Long-Term Restricted Stock Awards

5 unchanged sentences

Forfeited or expired during the period ( 5,324 ) 41.40

Nonvested at June 30, 2025 245,253 $ 37.70

Total unrecognized compensation expense as of June 30, 2025 amounted to $ 4.5 million with a weighted average remaining term of 2.5 years.

For the nonvested awards that were outstanding at June 30, 2025, the Company expects to record $ 2.0 million in compensation expense in the next twelve months, $ 1.1 million of which is expected to be recorded in the remaining quarters of 2025.

Nonvested at September 30, 2025 220,241 $ 37.88

Total unrecognized compensation expense as of September 30, 2025 amounted to $ 4.1 million with a weighted average remaining term of 2.3 years.

For the nonvested awards that were outstanding at September 30, 2025, the Company expects to record $ 1.9 million in compensation expense in the next twelve months, $ 0.6 million of which is expected to be recorded in the remaining quarter of 2025.

Earnings Per Share

The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Earnings Per Common Share ("EPS"):

For the Three Months Ended June 30,

For the Three Months Ended September 30,

($ in thousands except per share amounts) Income

10 unchanged sentences

Diluted EPS per common share $ 20,363 41,481,542 $ 0.49 $ 18,680 41,366,743 $ 0.45

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

($ in thousands except per share amounts) Income

12 unchanged sentences

The components of accumulated other comprehensive income (loss) ("AOCI") for the Company for the periods shown were as follows:

($ in thousands) June 30, 2025 December 31, 2024

($ in thousands) September 30, 2025 December 31, 2024

Unrealized loss on securities available for sale $ ( 251,766 ) $ ( 368,055 )

5 unchanged sentences

Total accumulated other comprehensive income (loss) $ ( 193,395 ) $ ( 282,029 )

The following tables disclose the changes in AOCI for the three six months ended June 30, 2025 and 2024 (all amounts are net of tax):

For the Three Months Ended June 30, 2025

The following tables disclose the changes in AOCI for the three and nine months ended September 30, 2025 and 2024 (all amounts are net of tax):

For the Three Months Ended September 30, 2025

($ in thousands) Unrealized Loss on

3 unchanged sentences

Other comprehensive income before reclassifications 14,734 — 14,734

Amounts reclassified from accumulated other comprehensive income 21,389 — 21,389

Net current period other comprehensive income 36,123 — 36,123

Ending balance $ ( 193,480 ) $ 85 $ ( 193,395 )

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

($ in thousands) Unrealized Loss on

2 unchanged sentences

Beginning balance $ ( 315,153 ) $ ( 38 ) $ ( 315,191 )

Other comprehensive loss before reclassifications 6,619 — 6,619

Other comprehensive income before reclassifications 60,366 — 60,366

Amounts reclassified from accumulated other comprehensive income

Net current period other comprehensive (loss) income 6,762 20 6,782

Net current period other comprehensive income 60,366 19 60,385

Ending balance $ ( 254,787 ) $ ( 19 ) $ ( 254,806 )

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

($ in thousands) Unrealized Loss on

3 unchanged sentences

Other comprehensive income before reclassifications 67,245 — 67,245

Amounts reclassified from accumulated other comprehensive income 21,389 — 21,389

Net current period other comprehensive income 88,634 — 88,634

Ending balance $ ( 193,480 ) $ 85 $ ( 193,395 )

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

($ in thousands) Unrealized Loss on

7 unchanged sentences

Amounts reclassified from AOCI for unrealized gain (loss) on AFS securities represent realized securities gains or losses, net of tax effects.

Amounts reclassified from AOCI for postretirement plans asset (liability) represent amortization of amounts included in AOCI, net of taxes, and are recorded in the "Other operating expenses" line item of the consolidated statements of income.

Amounts reclassified from AOCI for postretirement plans asset (liability) represent

amortization of amounts included in AOCI, net of taxes, and are recorded in the "Other operating expenses" line item of the consolidated statements of income.

Revenue from Contracts with Customers

All of the Company’s revenues that are in the scope of the “ Revenue from Contracts with Customers ” accounting standard (“ASC 606”) are recognized within noninterest income.

The following table presents the Company’s sources of noninterest income for the six months ended June 30, 2025 and 2024.

The following table presents the Company’s sources of noninterest income for the three and nine months ended September 30, 2025 and 2024.

Items outside the scope of ASC 606 are noted as such.

For the Three Months Ended For the Six Months Ended

($ in thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

For the Three Months Ended For the Nine Months Ended

($ in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Noninterest Income in-scope of ASC 606:

10 unchanged sentences

Segment Reporting

The Company is a bank holding company, whose principal activity is the ownership and management of its wholly-owned subsidiary, First Bank (the "Bank").

As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products or the provision of financial advice to customers.

The Company is a bank holding company, whose principal activity is the ownership and management of its wholly-owned subsidiary, the Bank.

As a community focused financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products or the provision of financial advice to customers.

Management makes operating decisions and assesses performance based on an ongoing review of these banking operations, which constitute the Company’s only operating segment for financial reporting purposes.

5 unchanged sentences

The chief operating decision makers use the Consolidated Statements of Income and Consolidated Balance Sheets to ascertain measures or performance such as revenue, profit or loss, significant expenses and assets.

Depreciation expense amounted to $ 1.7 million, and $ 2.0 million, for the three months ended June 30, 2025 and June 30, 2024, respectively, and $ 3.5 million and $ 4.0 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Depreciation expense amounted to $ 1.6 million and $ 1.9 million for the three months ended September 30, 2025 and 2024, respectively, and $ 5.1 million and $ 5.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation expense is recorded in Occupancy and equipment expense on the Consolidated Statements of Income.

Subsequent Events

During the third quarter of 2025, to take advantage of the current yields on certain categories of bonds, the Com pany executed a securities loss earnback transaction.

The Company identified $ 194.3 million of AFS securities bearing 1.63 % to dispose of and sold those securities at a loss of approximately $ 27.9 million.

During the third quar ter of 2025, the Company invested a total of $ 167.4 million in AFS securities bearing 4.79 %.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements