Item 1. Financial Statements
Item 1. Financial Statements (Unaudited)
FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands, except per share amounts)
June 30, 2026 December 31, 2025
(Unaudited)
ASSETS
Cash, due from banks and restricted cash $ 26,524 $ 18,241
Interest-bearing deposits with banks 808,192 630,474
Cash, cash equivalents and restricted cash 834,716 648,715
Investment securities available-for-sale, at fair value 1,210,665 1,254,887
Investment securities held-to-maturity, at amortized cost, net of allowance for credit losses - investment securities of $ 110 , respectively
48,634 48,834
Loans held-for-sale 465,474 379,662
Loans held for investment, at fair value 3,481 4,645
Loans and held for investment, at amortized cost 5,595,872 5,222,234
Allowance for credit losses - loan ( 54,621 ) ( 52,986 )
Net loans held for investment, at amortized cost 5,541,251 5,169,248
Other earning assets, net 50,479 55,928
Deferred tax asset, net 145,269 153,314
Accrued interest receivable 46,445 55,155
Premises and equipment, net 47,877 30,763
Goodwill and other intangible assets, net 35,964 31,685
Other assets 75,249 56,470
Total assets
$ 8,505,504 $ 7,889,306
LIABILITIES
Non-interest-bearing deposits $ 435,065 $ 372,444
Interest-bearing deposits 6,830,770 6,405,471
Total deposits 7,265,835 6,777,915
Subordinated debt, net 151,181 151,003
Other liabilities 121,325 137,945
Total liabilities 7,538,341 7,066,863
Commitments and contingent liabilities (Note 14)
STOCKHOLDERS’ EQUITY
Preferred stock, $ 0.001 par value per share; 5,000,000 shares authorized; no shares issued and outstanding
— —
Common stock, $ 0.001 par value per share; 103,200,000 shares authorized:
Voting common stock, 28,949,031 and 19,438,060 shares issued and outstanding, respectively
29 20
Non-voting common stock, 20,748,177 and 21,242,551 shares issued and outstanding, respectively
21 21
Additional paid-in capital 628,499 490,550
Retained earnings 344,582 328,828
Accumulated other comprehensive (loss)/income ( 5,968 ) 3,024
Total stockholders’ equity 967,163 822,443
Total liabilities and stockholders’ equity
$ 8,505,504 $ 7,889,306
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FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
For the Three Months Ended For the Six Months Ended
(dollars in thousands, except per share amounts)
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
INTEREST INCOME
Loans held for investment $ 98,522 $ 89,601 $ 191,686 $ 175,759
Loans held-for-sale 8,484 10,384 16,678 19,822
Deposits with banks 7,252 7,247 14,834 14,576
Investment securities 14,158 15,262 28,257 32,261
Other earning assets 648 804 1,364 1,776
Total interest income 129,064 123,298 252,819 244,194
INTEREST EXPENSE
Deposits 64,024 58,719 126,319 115,205
Subordinated debt, net 1,895 2,441 3,797 4,942
Other borrowings — 417 — 1,266
Total interest expense 65,919 61,577 130,116 121,413
Net interest income
63,145 61,721 122,703 122,781
Provision for credit losses
5,899 4,090 9,372 12,549
Net interest income after provision for credit losses
57,246 57,631 113,331 110,232
NON-INTEREST INCOME
Servicing income 6,876 — 13,963 —
Investment advisory fees 3,090 4,182 6,283 8,498
Fee income on loans 2,252 2,390 4,255 3,831
Gains on sales of loans and investment securities, net
252 344 218 2,170
Unrealized (losses)/gains on loans and financing receivables, net
( 963 ) 883 ( 2,298 ) 2,746
Other non-interest income 10,339 3,438 15,009 8,047
Total non-interest income 21,846 11,237 37,430 25,292
NON-INTEREST EXPENSE
Compensation and benefits 33,407 30,338 65,049 60,440
Information technology 7,581 6,885 15,121 12,896
Professional fees 9,777 2,800 17,600 6,542
Loan administration and servicing 5,500 1,089 9,625 2,756
Advertising and marketing 2,720 1,220 5,024 4,539
FDIC insurance 1,111 687 2,013 3,349
Occupancy expense 1,466 1,165 2,588 2,497
Other non-interest expense 4,214 4,071 7,213 6,896
Total non-interest expense 65,776 48,255 124,233 99,915
Income before income taxes
13,316 20,613 26,528 35,609
Income tax expense
9,194 5,504 10,774 9,373
Net income
$ 4,122 $ 15,109 $ 15,754 $ 26,236
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FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Statements of Income - (continued)
(Unaudited)
For the Three Months Ended For the Six Months Ended
(dollars in thousands, except per share amounts)
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Basic earnings per voting common share $ 0.10 $ 0.38
$ 0.38 $ 0.65
Basic earnings per non-voting common share $ 0.10 $ 0.38
$ 0.39 $ 0.65
Diluted earnings per voting common share $ 0.09 $ 0.37
$ 0.36 $ 0.63
Diluted earnings per non-voting common share $ 0.09 $ 0.37
$ 0.37 $ 0.63
Weighted-average shares used to compute earnings per voting common share:
Basic 21,175,037 19,000,131
20,120,097 18,993,327
Diluted 23,498,322 20,042,883
22,344,262 20,157,743
Weighted-average shares used to compute earnings per non-voting common share, basic and diluted 21,014,378 21,242,551
21,127,834 21,242,551
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FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net income $ 4,122 $ 15,109 $ 15,754 $ 26,236
Other comprehensive loss, net:
Net change in unrealized (loss)/gain on investment securities available-for-sale ( 4,837 ) ( 2,511 ) ( 12,126 ) 448
Related income tax effect 1,249 640 3,134 ( 107 )
Reclassification of gain on investment securities available-for-sale to income — — — ( 1,194 )
Related income tax effect — — — 301
Total other comprehensive loss, net ( 3,588 ) ( 1,871 ) ( 8,992 ) ( 552 )
Total comprehensive income $ 534 $ 13,238 $ 6,762 $ 25,684
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FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
Voting Common stock Non-voting Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income/(loss) Total
(dollars in thousands) Shares Amount Shares Amount
Balance as of March 31, 2026
19,605,006 $ 20 21,242,551 $ 21 $ 493,074 $ 340,460 $ ( 2,380 ) $ 831,195
Net income — — — — — 4,122 — 4,122
Other comprehensive loss, net of tax — — — — — — ( 3,588 ) ( 3,588 )
Total comprehensive income 534
Issuance of common stock, net of offering costs 7,900,000 8 — — 131,038 — — 131,046
Exercise of stock options 36,400 — — — 552 — — 552
Stock-based compensation 943,125 1 — — 4,437 — — 4,438
Conversion of non-voting to voting common stock 494,374 — ( 494,374 ) — — — — —
Shares withheld for tax withholding and exercise of stock options and restricted shares ( 29,874 ) — — — ( 602 ) — — ( 602 )
Balance as of June 30, 2026
28,949,031 $ 29 20,748,177 $ 21 $ 628,499 $ 344,582 $ ( 5,968 ) $ 967,163
Balance as of March 31, 2025
19,013,529 $ 19 21,242,551 $ 21 $ 483,414 $ 252,029 $ 876 $ 736,359
Net income — — — — — 15,109 — 15,109
Other comprehensive loss, net of tax — — — — — — ( 1,871 ) ( 1,871 )
Total comprehensive income 13,238
Exercise of stock options 53,200 — — — 672 — — 672
Stock-based compensation 363,522 1 — — 2,266 — — 2,267
Shares withheld for tax withholding and exercise of stock options and restricted shares ( 14,360 ) — — — ( 240 ) — — ( 240 )
Balance as of June 30, 2025
19,415,891 $ 20 21,242,551 $ 21 $ 486,112 $ 267,138 $ ( 995 ) $ 752,296
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Voting Common stock Non-voting Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income/(loss) Total
(dollars in thousands) Shares Amount Shares Amount
Balance as of December 31, 2025
19,438,060 $ 20 21,242,551 $ 21 $ 490,550 $ 328,828 $ 3,024 $ 822,443
Net income — — — — — 15,754 — 15,754
Other comprehensive loss, net of tax — — — — — — ( 8,992 ) ( 8,992 )
Total comprehensive income 6,762
Issuance of common stock, net of offering costs 7,900,000 8 — — 131,038 — — 131,046
Exercise of stock options 36,400 — — — 552 — — 552
Stock-based compensation 1,124,985 1 — — 7,261 — — 7,262
Conversion of non-voting to voting common stock 494,374 — ( 494,374 ) — — — — —
Shares withheld for tax withholding on vesting of restricted shares ( 44,788 ) — — — ( 902 ) — — ( 902 )
Balance as of June 30, 2026
28,949,031 $ 29 20,748,177 $ 21 $ 628,499 $ 344,582 $ ( 5,968 ) $ 967,163
Balance as of December 31, 2024
19,001,365 $ 19 21,242,551 $ 21 $ 481,455 $ 240,902 $ ( 443 ) $ 721,954
Net income — — — — — 26,236 — 26,236
Other comprehensive loss, net of tax — — — — — — ( 552 ) ( 552 )
Total comprehensive income 25,684
Exercise of stock options 93,200 — — — 1,044 — — 1,044
Stock-based compensation 363,522 1 — — 4,347 — — 4,348
Shares withheld for tax withholding and exercise of stock options and vesting of restricted shares ( 42,196 ) — — — ( 734 ) — — ( 734 )
Balance as of June 30, 2025
19,415,891 $ 20 21,242,551 $ 21 $ 486,112 $ 267,138 $ ( 995 ) $ 752,296
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FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025
OPERATING ACTIVITIES
Net income $ 15,754 $ 26,236
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and intangible asset amortization 4,788 4,216
Provision for credit losses 9,372 12,549
Accretion of net discounts on investment securities, net ( 3,048 ) ( 13,184 )
Amortization of deferred fees and costs on loans, net ( 12,693 ) ( 13,181 )
Increase in loans originated for sale, net ( 85,284 ) ( 17,092 )
Gains on sales of loans and investment securities, net ( 218 ) ( 2,170 )
Stock-based compensation 7,262 4,348
Deferred income taxes 11,179 —
Other 6,681 112
Net change in assets and liabilities:
Accrued interest receivable 8,710 ( 6,987 )
Other assets ( 20,242 ) ( 21,770 )
Other liabilities ( 4,764 ) ( 22,534 )
Net cash used in operating activities ( 62,503 ) ( 49,457 )
INVESTING ACTIVITIES
Net increase in loans held for investment, at amortized cost ( 369,399 ) ( 505,826 )
Net decrease in loans held for investment, at fair value 1,953 1,215
Purchase of investment securities available-for-sale ( 247,521 ) ( 1,029,853 )
Proceeds, maturities, prepayments and calls of securities available-for-sale 282,665 1,252,917
Proceeds, maturities, prepayments and calls of securities held-to-maturity 200 186
Acquisition of corporate headquarters ( 37,440 ) —
Proceeds from sales of other real estate owned 3,160 17,837
(Purchase of)/proceeds from Federal Home Loan Bank of Atlanta stock, net ( 473 ) 11,577
Other ( 4,806 ) ( 4,517 )
Net cash used in investing activities ( 371,661 ) ( 256,464 )
FINANCING ACTIVITIES
Net increase in deposits 487,920 415,375
Repayment of subordinated debt — ( 24,000 )
Proceeds from other borrowings — 1,000,000
Repayments of other borrowings — ( 1,250,000 )
Gross proceeds from issuance of common stock 142,200 —
Payment of offering costs ( 9,605 ) —
Proceeds from exercise of stock options under employee stock plans 552 1,044
Shares withheld for tax withholding and exercise of stock options and restricted shares ( 902 ) ( 734 )
Net cash provided by financing activities 620,165 141,685
Net increase/(decrease) in cash, cash equivalents and restricted cash 186,001 ( 164,236 )
Beginning cash, cash equivalents and restricted cash 648,715 1,179,982
Ending cash, cash equivalents and restricted cash $ 834,716 $ 1,015,746
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FORBRIGHT, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows - (continued)
(Unaudited)
For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025
Supplemental cash flow disclosures:
Interest payments $ 126,654 $ 120,519
Income tax payments, net of refunds of $ 563 and $ 377 , respectively
$ 1,521 $ 1,186
Noncash investing activity:
Net amount of right-of-use assets and lease liabilities applied to carrying value of corporate headquarters $ ( 3,576 ) $ —
Loans held-for-sale transferred to loans held for investment (at fair value), net $ 151 $ 157
Loans held for investment (at amortized cost) transferred to loans held-for-sale, net $ 48 $ —
Noncash financing activity:
Accrued deferred initial public offering costs $ 1,549 $ —
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FORBRIGHT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Nature of Operations
Forbright, Inc. (the “Parent”), a Delaware corporation, is a bank holding company that along with its subsidiaries (collectively the “Company”), is headquartered in Chevy Chase, Maryland. Forbright Bank (with its subsidiaries, the “Bank”), a wholly owned subsidiary of the Company, is a Maryland state chartered non-member bank, which serves the needs of individuals, small and medium sized businesses, and professional concerns. Nationwide, the Bank serves deposit and retail banking customers via its digital deposit platform and offers competitive financing and lending services, originating term loans, working capital facilities, warehouse lines of credit, and leases.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Consolidated Balance Sheet as of December 31, 2025, has been derived from the audited Consolidated Financial Statements as of that date. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s Registration Statement on Form S-1.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to use this extended transition period for adoption of some accounting standards. As a result, these financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Significant Accounting Policies
There have been no material changes to the Company's significant accounting policies from those described in the annual Consolidated Financial Statements and footnotes included in the Company's Registration Statement on Form S-1, which should be referenced for a full list of the Company’s significant accounting policies. The following policies are highlighted due to updates or activity during the three and six months ended June 30, 2026.
Concentrations of Credit Risk
The Company’s portfolio consists primarily of commercial loans to small and medium-sized, privately owned businesses in a variety of industries and markets. As of June 30, 2026, the single largest industry concentration in the Company’s loan portfolio was healthcare. The Company does not have any concentrations involving loan products or loan terms. Additionally, the Company does not have concentrations of loans with negative amortization schedules, significant payment increases, or high loan-to-value ratios.
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Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, in deciding how to allocate resources and assessing performance. During the three and six months ended June 30, 2026 and 2025, all operations were within the United States. The CODM allocates resources and assesses performance based upon financial information at the entity-wide level. Since the CODM makes operating decisions and allocates resources on an entity-wide basis, the Company operates as one operating segment and one reportable segment.
The primary financial measure used by the CODM to evaluate performance and allocate resources is consolidated net income as shown on the Consolidated Statements of Income. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Income.
Premises and Equipment
Premises and equipment are reported at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful life of the related asset as follows: buildings are depreciated over 39 years; furniture, fixtures, and computer and other equipment over three to 15 years; software over three years ; leasehold improvements and tenant improvements are recognized over the lesser of the estimated useful life of the improvement or the term of the associated lease. Maintenance and repairs are recognized as incurred in Occupancy expense in non-interest expense in the Consolidated Statements of Income.
The Company has developed and implemented proprietary software for internal use of loan management and a digital banking platform. Although the loan management software has been implemented for its original use, the capabilities are continually expanded. As new capabilities are implemented the cost of the new capabilities are capitalized and amortized over the remaining useful life of the software. See Note 7 – Premises and Equipment for more information.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the sum of the estimated fair values of tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. Goodwill is not amortized, but is evaluated for impairment, by analyzing certain qualitative factors to determine if it is more likely than not to be impaired. If it is determined that it is more likely than not that goodwill may be impaired, then a quantitative analysis is performed to calculate the amount of the impairment, if any. To the extent an impairment is calculated, it is recognized in earnings in the period of the impairment.
Core deposit intangibles represent the estimated fair value of long-term acquired deposit relationships. Customer relationship intangibles represent the estimated fair value of acquired long-term customer relationships. The Company amortizes customer relationship intangible assets over the respective intangible asset’s estimated useful life, which ranges from eight years to 20 years for the Company’s currently amortizing intangible assets. In-place lease intangibles and above/below market rent intangibles are amortized over the life of the associated acquired lease. Amortization for above/below market rent intangibles is included as a reduction to Rental income in Other non-interest income in the Consolidated Statements of Income. All other amortization is included in Other non-interest expense in the Consolidated Statements of Income. Intangible assets are periodically reviewed for triggering events that would indicate possible impairment.
The Company’s annual impairment test date is October 1st. As of October 1, 2025, the Company determined that goodwill and other intangible assets were not impaired. Additionally, the Company determined that from the assessment date to the end of the period, no events or circumstances have occurred that would indicate there was a more likely than not impairment of its goodwill or other intangible assets. See Note 8 – Goodwill and Other Intangible Assets for more information.
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Leases
Lessor
In its capacity as a lessor, the Company accounts for lease arrangements in accordance with ASC 842 - Leases . Commercial office and retail space leases to third-party tenants located in the Company’s corporate headquarters are classified as operating leases. The underlying asset is included in Premises and equipment, net, in the Consolidated Balance Sheets, and is depreciated on a straight-line basis over the asset’s useful life. Fixed lease income is recognized on a straight-line basis over the non-cancelable term of the underlying lease as Other non-interest income in the Consolidated Statements of Income. See Note 9 – Leases for more information.
Advertising
Advertising costs are expensed as incurred and included in advertising and marketing in the Consolidated Statements of Income, and were $ 2.4 million and $ 4.5 million for the three and six months ended June 30, 2026, respectively, and $ 1.4 million and $ 4.0 million for the three and six months ended June 30, 2025, respectively.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740 - Income Taxes. The Company’s effective tax rate was 69.0 % and 40.6 % for the three and six months ended June 30, 2026, respectively, and 26.6 % and 26.3 % for the three and six months ended June 30, 2025, respectively.
The customary relationship between tax expense and pre-tax income is significantly higher during the three and six months ended June 30, 2026, primarily due to the effects of becoming subject to Internal Revenue Service code 162(m) as a result of the initial public offering (“IPO”), and accretion of the deferred credit to reduce tax expense related to the Solar Servicing business acquisition. See Management’s Discussion and Analysis of Results of Operations and Financial Condition – Results of Operations – Income Taxes for more details on the items that impacted income tax expense during the period. The income tax returns of the Company for 2022, 2023, and 2024 are subject to examination by income taxing authorities, generally for three years after they were filed. If the Company identifies an uncertain tax position, an accrual for the estimated tax is recognized in the period the potential tax is identified. The Company has elected to recognize any estimated penalties and interest expense on its income tax liabilities as a component of its provision for income taxes.
Stock-based Compensation
All the Company’s stock options and other equity-based compensation arrangements are classified as equity awards as of June 30, 2026 and December 31, 2025. See Note 15 – Stock-based Compensation for information on the Company’s stock-based compensation.
Subsequent Events
Management has considered the occurrence of subsequent events through August 13, 2026, the date the Consolidated Financial Statements were available to be issued, and determined that the settlement on July 14, 2026 of the overallotment option related to the IPO met the requirements for disclosure. See Note 12 – Stockholders’ Equity for more information on the overallotment option.
New Accounting Standards
Accounting Standard Adopted in 2025
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires the disclosure of disaggregated information about an entity’s income tax rate reconciliation as well as income taxes paid and income tax expense. The Company adopted the standard on January
11
1, 2025, on a prospective basis. The adoption did not have a material impact on the Company’s Consolidated Financial Statements.
Accounting Standards Pending Adoption
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses , which requires the disaggregated disclosure of certain income statement categories. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date, or retrospectively to any or all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of this pronouncement, but does not anticipate it having a material impact on its disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the rules for capitalizing internal-use software. The amendments are effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments can be applied using a prospective approach, a retrospective approach, or a modified approach that bases the adoption of the amendments on the completion status of the software project as of the adoption date. The Company is in the process of evaluating the impact of this pronouncement.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments-Credit Losses (Topic 326): Purchased Loans , which provides targeted improvements to the accounting for purchased loans, including clarification on the recognition and measurement of credit losses for acquired financial assets. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendments should be applied prospectively to loans acquired after the initial adoption date. The Company is in the process of evaluating the impact of this pronouncement.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material, if any, impact on the Company’s Consolidated Financial Statements.
NOTE 2 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Regulation D of the Federal Reserve Act requires the Company to maintain reserve balances with the Federal Reserve Bank based principally on the type and amount of the Company’s deposits, however, in March 2020, the Federal Reserve Board took action to reduce the reserve requirement percentage to zero for all balances. Balances maintained with the Federal Reserve Bank are included in Interest-bearing deposits with banks in the Consolidated Balance Sheets.
The following schedule presents the composition of the Company’s cash, cash equivalents and restricted cash as of June 30, 2026 and December 31, 2025:
(in thousands) June 30, 2026 December 31, 2025
Cash, due from banks and restricted cash:
Cash and due from banks $ 23,964 $ 16,040
Restricted cash 2,560 2,201
Total cash, due from banks and restricted cash 26,524 18,241
Interest-bearing deposits with banks:
Interest-bearing deposits with the Federal Reserve Bank 773,660 601,555
Interest-bearing deposits with other banks 34,532 28,919
Total interest-bearing deposits with banks 808,192 630,474
Total cash, cash equivalents and restricted cash $ 834,716 $ 648,715
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NOTE 3 – INVESTMENT SECURITIES
Investment Securities Available-For-Sale
Investment securities available-for-sale as of June 30, 2026 and December 31, 2025, consisted of the following securities:
June 30, 2026
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value
U.S. Treasury and government agencies $ 695,879 $ 502 $ ( 537 ) $ — $ 695,844
Residential agency mortgage-backed
316,727 52 ( 3,806 ) — 312,973
Commercial agency mortgage-backed
185,835 283 ( 3,262 ) — 182,856
Municipal bonds 9,481 27 ( 873 ) — 8,635
Other
10,794 — ( 437 ) — 10,357
Total investment securities available-for-sale $ 1,218,716 $ 864 $ ( 8,915 ) $ — $ 1,210,665
December 31, 2025
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value
U.S. Treasury and government agencies $ 953,981 $ 4,366 $ — $ — $ 958,347
Residential agency mortgage-backed
138,262 1,077 ( 262 ) — 139,077
Commercial agency mortgage-backed
135,588 1,004 ( 522 ) — 136,070
Municipal bonds 9,485 46 ( 896 ) — 8,635
Other
13,496 — ( 738 ) — 12,758
Total investment securities available-for-sale $ 1,250,812 $ 6,493 $ ( 2,418 ) $ — $ 1,254,887
The tables above exclude accrued interest receivables of $ 10.8 million and $ 13.4 million as of June 30, 2026 and December 31, 2025, respectively.
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Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties. The amortized cost and fair value of investment securities available-for-sale as of June 30, 2026 and December 31, 2025, by contractual maturity are presented in the following table:
June 30, 2026 December 31, 2025
(in thousands) Amortized Cost Fair Value Amortized Cost Fair Value
U.S. Treasury and government agencies:
One year or less $ 516,229 $ 516,507 $ 520,293 $ 521,605
One to five years 179,650 179,337 433,688 436,742
Five to ten years — — — —
After ten years — — — —
Residential agency mortgage-backed:
One year or less — — — —
One to five years 71 70 109 107
Five to ten years — — — —
After ten years 316,656 312,903 138,153 138,970
Commercial agency mortgage-backed:
One year or less — — — —
One to five years 18,805 18,967 18,794 19,261
Five to ten years 8,458 8,425 13,396 13,612
After ten years 158,572 155,464 103,398 103,197
Municipal bonds:
One year or less — — — —
One to five years 3,075 2,970 2,081 2,096
Five to ten years — — 994 894
After ten years 6,406 5,665 6,410 5,645
Other:
One year or less — — — —
One to five years — — — —
Five to ten years 5,000 4,770 5,000 4,537
After ten years 5,794 5,587 8,496 8,221
$ 1,218,716 $ 1,210,665 $ 1,250,812 $ 1,254,887
During the three and six months ended June 30, 2026, the Company sold no investment securities available-for-sale. There were no sales of investment securities available-for-sale during the three months ended June 30, 2025. During the six months ended June 30, 2025, the Company sold thirteen investment securities available-for-sale with an aggregate cost basis of $ 1.2 billion and sales proceeds of $ 1.2 billion. The Company realized gross gains of $ 1.1 million and no gross losses on the sales. There were no transfers of investment securities from available-for-sale to held-to-maturity during the three and six months ended June 30, 2026 or 2025.
As of June 30, 2026 and December 31, 2025, the Company had no pledged available-for-sale securities to secure FHLB advances. There were no outstanding FHLB advances as of June 30, 2026 and December 31, 2025.
See Note 11 – Borrowed Funds for more information on FHLB advances availability.
As of June 30, 2026 and December 31, 2025, the Company held no investment securities available-for-sale of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.
14
Information pertaining to investment securities available-for-sale with gross unrealized losses as of June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are presented in the following tables:
June 30, 2026
12 Months or Less 12 Months or More Total
(in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
U.S. Treasury and government agencies $ 200,312 $ ( 537 ) $ — $ — $ 200,312 $ ( 537 )
Residential agency mortgage-backed
287,456 ( 3,710 ) 653 ( 96 ) 288,109 ( 3,806 )
Commercial agency mortgage-backed
157,796 ( 3,120 ) 4,510 ( 142 ) 162,306 ( 3,262 )
Municipal bonds 1,977 ( 15 ) 5,561 ( 858 ) 7,538 ( 873 )
Other
90 — 10,267 ( 437 ) 10,357 ( 437 )
Total $ 647,631 $ ( 7,382 ) $ 20,991 $ ( 1,533 ) $ 668,622 $ ( 8,915 )
December 31, 2025
12 Months or Less 12 Months or More Total
(in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Residential agency mortgage-backed 49,759 ( 170 ) 719 ( 92 ) 50,478 ( 262 )
Commercial agency mortgage-backed 59,754 ( 237 ) 8,901 ( 285 ) 68,655 ( 522 )
Municipal bonds 1,978 ( 13 ) 5,541 ( 883 ) 7,519 ( 896 )
Other
93 — 12,666 ( 738 ) 12,759 ( 738 )
Total $ 111,584 $ ( 420 ) $ 27,827 $ ( 1,998 ) $ 139,411 $ ( 2,418 )
The Company individually evaluates its investment securities available-for-sale for credit losses. As of June 30, 2026 and December 31, 2025, the Company determined no portion of the unrealized losses on its investment securities available-for-sale was due to credit factors. Unrealized losses on investment securities available-for-sale due to factors other than credit are largely due to the nature of the investments. Therefore, no allowance for credit losses was recorded as of June 30, 2026 or December 31, 2025. Additionally, the Company has the intent and ability to hold its investment securities available-for-sale for a period of time sufficient to allow for any anticipated recovery.
15
Investment Securities Held-to-Maturity
Investment securities held-to-maturity as of June 30, 2026 and December 31, 2025, consisted of the following securities:
June 30, 2026
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Municipal bonds $ 31,000 $ 2,591 $ — $ 33,591
Other
17,744 458 ( 2,962 ) 15,240
Total investment securities held-to-maturity $ 48,744 $ 3,049 $ ( 2,962 ) $ 48,831
Allowance for credit losses ( 110 )
Total investment securities held-to-maturity, net of allowance for credit losses $ 48,634
December 31, 2025
(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Municipal bonds $ 31,200 $ 3,736 $ — $ 34,936
Other
17,744 482 ( 2,687 ) 15,539
Total investment securities held-to-maturity $ 48,944 $ 4,218 $ ( 2,687 ) $ 50,475
Allowance for credit losses ( 110 )
Total investment securities held-to-maturity, net of allowance for credit losses $ 48,834
The tables above exclude accrued interest receivables of $ 2.2 million and $ 1.7 million as of June 30, 2026 and December 31, 2025, respectively.
Expected maturities of investment securities held-to-maturity may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties. The amortized cost and fair value of investment securities held-to-maturity as of June 30, 2026 and December 31, 2025, by contractual maturity, are presented in the following table:
June 30, 2026 December 31, 2025
(in thousands) Amortized Cost Fair Value Amortized Cost Fair Value
Municipal bonds:
One year or less $ — $ — $ — $ —
One to five years 31,000 33,591 31,200 34,936
Five to ten years — — — —
After ten years — — — —
Other:
One year or less — — — —
One to five years — — — —
Five to ten years — — — —
After ten years 17,744 15,240 17,744 15,539
Total $ 48,744 $ 48,831 $ 48,944 $ 50,475
As of June 30, 2026 and December 31, 2025, there were no investment securities held-to-maturity of any one issuer in an amount greater than 10% of stockholders’ equity.
16
There were no sales of investment securities held-to-maturity or transfers of investment securities available-for-sale to investment securities held-to-maturity during the three and six months ended June 30, 2026 or 2025.
Information pertaining to investment securities held-to-maturity with gross unrealized losses as of June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are presented in the following tables:
June 30, 2026
12 Months or Less 12 Months or More
Total
(in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Other
$ 105 $ — $ 13,756 $ ( 2,962 ) $ 13,861 $ ( 2,962 )
Total $ 105 $ — $ 13,756 $ ( 2,962 ) $ 13,861 $ ( 2,962 )
December 31, 2025
12 Months or Less 12 Months or More Total
(in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Other
$ — $ — $ 14,032 $ ( 2,687 ) $ 14,032 $ ( 2,687 )
Total $ — $ — $ 14,032 $ ( 2,687 ) $ 14,032 $ ( 2,687 )
The Company collectively evaluates its investment securities held-to-maturity for credit losses. As of June 30, 2026 and December 31, 2025, the Company recorded an allowance for credit losses on its investment securities held-to-maturity.
The following tables summarize the activity in the allowance for credit losses for investment securities held-to-maturity for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended
June 30, 2026
(in thousands) Municipal bonds Other
Total
Balance at beginning of period $ 66 $ 44 $ 110
Provision for credit losses — — —
Balance at end of period $ 66 $ 44 $ 110
For the Three Months Ended
June 30, 2025
(in thousands) Municipal bonds Other
Total
Balance at beginning of period $ 109 $ 52 $ 161
Provision for credit losses — — —
Balance at end of period $ 109 $ 52 $ 161
17
For the Six Months Ended
June 30, 2026
(in thousands) Municipal bonds Other
Total
Balance at beginning of period $ 66 $ 44 $ 110
Provision for credit losses — — —
Balance at end of period $ 66 $ 44 $ 110
For the Six Months Ended
June 30, 2025
(in thousands) Municipal bonds Other
Total
Balance at beginning of period $ 109 $ 52 $ 161
Provision for credit losses — — —
Balance at end of period $ 109 $ 52 $ 161
NOTE 4 – LOANS
The Company manages its exposure to credit losses by evaluating credit risk across its three loan categories: Commercial Real Estate; Commercial and Industrial; and Consumer. For descriptions of each loan category, refer to the annual Consolidated Financial Statements included in the Company’s Registration Statement on Form S-1.
Loans Held-for-Sale
As of June 30, 2026 and December 31, 2025, the Company had $ 465.5 million and $ 379.7 million of loans held-for-sale, respectively. The table below presents the proceeds received from the sales of loans held-for-sale, net realized gains and losses, and net unrealized gains and losses related to loans-held-for sale for the three and six months ended June 30, 2026 and 2025. Realized gains are recognized in Gains on sales of loans and investment securities, net in the Consolidated Statements of Income. Unrealized (losses)/gains, net related to loans held-for-sale are included with Unrealized (losses)/gains on loans and financing receivables, net in the Consolidated Statements of Income.
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Proceeds from sales $ 43,461 $ 108,858 $ 86,307 $ 167,631
Realized gains $ 252 $ 344 $ 218 $ 976
Unrealized (losses)/gains, net $ ( 770 ) $ 100 $ ( 2,010 ) $ 1,195
The following tables present, by loan category, the carrying amount and unpaid contractual balance of the Company’s loans held-for-sale as of June 30, 2026 and December 31, 2025:
June 30, 2026
Loans Held-for-Sale
at Fair Value Loans Held-for-Sale
at Lower of Cost or Fair Value Total Loans Held-for-Sale
(in thousands) Carrying Amount Unpaid Contractual Balance Carrying Amount Unpaid Contractual Balance Carrying Amount Unpaid Contractual Balance
Commercial and Industrial $ 54,379 $ 57,233 $ 411,095 $ 415,842 $ 465,474 $ 473,075
Total loans held-for-sale $ 54,379 $ 57,233 $ 411,095 $ 415,842 $ 465,474 $ 473,075
18
December 31, 2025
Loans Held-for-Sale
at Fair Value Loans Held-for-Sale
at Lower of Cost or Fair Value Total Loans Held-for-Sale
(in thousands) Carrying Amount Unpaid Contractual Balance Carrying Amount Unpaid Contractual Balance Carrying Amount Unpaid Contractual Balance
Commercial and Industrial $ 62,251 $ 65,281 $ 317,411 $ 321,295 $ 379,662 $ 386,576
Total loans held-for-sale $ 62,251 $ 65,281 $ 317,411 $ 321,295 $ 379,662 $ 386,576
Loans Held for Investment at Amortized Cost
Loans held for investment at amortized cost, by loan category, as of June 30, 2026 and December 31, 2025, are presented in the following table:
(in thousands) June 30, 2026 December 31, 2025
Commercial Real Estate $ 2,849,478 $ 2,528,996
Commercial and Industrial 2,541,275 2,475,549
Consumer 205,119 217,689
Total loans held for investment at amortized cost $ 5,595,872 $ 5,222,234
Total outstanding loans held for investment at amortized cost are net of deferred fees and costs of $ 54.3 million and $ 54.7 million as of June 30, 2026 and December 31, 2025, respectively.
Total outstanding loans held for investment at amortized cost excludes accrued interest receivable of $ 31.2 million and $ 32.1 million as of June 30, 2026 and December 31, 2025, respectively.
Loans to Related Parties
From time to time, the Company has loan transactions with some of its officers, directors, and material investors, and their immediate family members and affiliated entities. There were no loans in the ordinary course of business due from related parties as of June 30, 2026 and December 31, 2025. See Note 19 – Related Party Transactions for more information.
NOTE 5 – CREDIT QUALITY ASSESSMENT
Allowance for Credit Losses - Loans Held for Investment at Amortized Cost
For a description of the Company's accounting policy for the allowance for credit losses (“ACL”), refer to the annual Consolidated Financial Statements included in the Company's Registration Statement on Form S-1.
The following table summarizes the activity in the allowance for credit losses for loans held for investment at amortized cost for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended
For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Beginning of period $ 52,794 $ 46,868 $ 52,986 $ 42,294
Provision for credit losses on loans 4,521 3,106 8,388 11,519
Provision for credit losses on loan transfers from loans held-for-sale — 29 17 97
Loan charge-offs ( 3,089 ) ( 2,593 ) ( 7,976 ) ( 7,026 )
Loan recoveries 395 898 1,206 1,424
Net charge-offs ( 2,694 ) ( 1,695 ) ( 6,770 ) ( 5,602 )
End of period $ 54,621 $ 48,308 $ 54,621 $ 48,308
19
Loans held-for-sale and loans held for investment at fair value do not require an allowance because they are carried at fair value and any changes to the cost basis in the loan are recognized in earnings, as unrealized gains or losses in non-interest income, in the period of the change.
The following tables detail activity in the allowance for credit losses for loans held for investment carried at amortized cost, by loan category, for the three and six months ended June 30, 2026:
For the Three Months Ended June 30, 2026
(in thousands) Commercial Real Estate Commercial and Industrial
Consumer Total
Allowance for credit losses:
Beginning of period $ 19,566 $ 25,535 $ 7,693 $ 52,794
Provision for credit losses on loans 329 1,467 2,725 4,521
Loan charge-offs — ( 1,736 ) ( 1,353 ) ( 3,089 )
Loan recoveries — 131 264 395
Net charge-offs — ( 1,605 ) ( 1,089 ) ( 2,694 )
End of period $ 19,895 $ 25,397 $ 9,329 $ 54,621
For the Six Months Ended June 30, 2026
(in thousands) Commercial Real Estate Commercial and Industrial
Consumer Total
Allowance for credit losses:
Beginning of period $ 18,639 $ 26,023 $ 8,324 $ 52,986
Provision for credit losses on loans 1,256 3,250 3,882 8,388
Provision for credit losses on loan transfers from loans held-for-sale — 17 — 17
Loan charge-offs — ( 4,566 ) ( 3,410 ) ( 7,976 )
Loan recoveries — 673 533 1,206
Net charge-offs — ( 3,893 ) ( 2,877 ) ( 6,770 )
End of period $ 19,895 $ 25,397 $ 9,329 $ 54,621
The following table presents the composition of the allowance for credit losses for loans held for investment carried at amortized cost, by loan category and evaluation methodology, as of June 30, 2026:
June 30, 2026
(dollars in thousands) Commercial Real Estate Commercial and Industrial
Consumer Total
Individually evaluated for credit loss $ 1,431 $ 930 $ — $ 2,361
Collectively evaluated for credit loss 18,464 24,467 9,329 52,260
Total allowance for credit losses $ 19,895 $ 25,397 $ 9,329 $ 54,621
Loans held for investment at amortized cost:
Individually evaluated for credit loss $ 128,324 $ 19,150 $ 2,035 $ 149,509
Collectively evaluated for credit loss 2,721,154 2,522,125 203,084 5,446,363
Total loans held for investment at amortized cost $ 2,849,478 $ 2,541,275 $ 205,119 $ 5,595,872
Allowance for loans to loan type ratio:
Individually evaluated for credit loss 1.12 % 4.86 % — % 1.58 %
Collectively evaluated for credit loss 0.68 % 0.97 % 4.59 % 0.96 %
Total loans held for investment at amortized cost 0.70 % 1.00 % 4.55 % 0.98 %
20
The following tables detail activity in the allowance for credit losses for loans held for investment carried at amortized cost, by loan category, for the three and six months ended June 30, 2025:
For the Three Months Ended June 30, 2025
(in thousands) Commercial Real Estate Commercial and Industrial
Consumer Total
Allowance for credit losses:
Beginning of period $ 13,819 $ 22,553 $ 10,496 $ 46,868
Provision for credit losses on loans 1,753 572 781 3,106
Provision for/(recovery of) credit losses on loan transfers from/(to) loans held-for-sale 30 ( 1 ) — 29
Loan charge-offs — ( 473 ) ( 2,120 ) ( 2,593 )
Loan recoveries — 738 160 898
Net recoveries/(charge-offs) — 265 ( 1,960 ) ( 1,695 )
End of period $ 15,602 $ 23,389 $ 9,317 $ 48,308
For the Six Months Ended June 30, 2025
(in thousands) Commercial Real Estate Commercial and Industrial
Consumer Total
Allowance for credit losses:
Beginning of period $ 12,078 $ 19,380 $ 10,836 $ 42,294
Provision for credit losses on loans 3,432 6,636 1,451 11,519
Provision for credit losses on loan transfers from loans held-for-sale 92 5 — 97
Loan charge-offs — ( 3,580 ) ( 3,446 ) ( 7,026 )
Loan recoveries — 948 476 1,424
Net charge-offs — ( 2,632 ) ( 2,970 ) ( 5,602 )
End of period $ 15,602 $ 23,389 $ 9,317 $ 48,308
The following table presents the composition of the allowance for credit losses for loans held for investment carried at amortized cost, by loan category and evaluation methodology, as of June 30, 2025:
June 30, 2025
(dollars in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Individually evaluated for credit loss $ 95 $ 1,545 $ — $ 1,640
Collectively evaluated for credit loss 15,507 21,844 9,317 46,668
Total allowance for credit losses $ 15,602 $ 23,389 $ 9,317 $ 48,308
Loans held for investment at amortized cost:
Individually evaluated for credit loss $ 88,193 $ 81,836 $ 1,274 $ 171,303
Collectively evaluated for credit loss 1,919,940 2,025,891 359,233 4,305,064
Total loans held for investment at amortized cost $ 2,008,133 $ 2,107,727 $ 360,507 $ 4,476,367
Allowance for loans to loan type ratio:
Individually evaluated for credit loss 0.11 % 1.89 % — % 0.96 %
Collectively evaluated for credit loss 0.81 % 1.08 % 2.59 % 1.08 %
Total loans held for investment at amortized cost 0.78 % 1.11 % 2.58 % 1.08 %
Credit Quality
The Company uses an internal risk rating system as its primary credit quality indicator, applying ratings on a case-by-case basis for commercial loans and on a collective basis for consumer loans. For a description of the Company's credit quality indicators, refer to the annual Consolidated Financial Statements included in the Company's Registration Statement on Form S-1.
21
Loans Held for Investment at Amortized Cost
The following tables present by class, credit quality and year of origination, the recorded investment in the Company’s loans held for investment at amortized cost as of and for the six months ended June 30, 2026 and as of and for the year ended December 31, 2025:
June 30, 2026
Loans Held for Investment at Amortized Cost by Year of Origination
(in thousands) 2026 2025 2024 2023 2022 Prior Revolving Loans Revolving Loans Converted to Term Total
Commercial Real Estate:
Acceptable risk (or better) $ 500,396 $ 1,203,202 $ 333,364 $ 56,571 $ 197,695 $ 235,628 $ 974 $ — $ 2,527,830
Higher risk 32,846 — 19,010 — 123,489 54,697 — — 230,042
Special mention — — — — — — — — —
Substandard 17,509 — — — 47,144 26,953 — — 91,606
Doubtful — — — — — — — — —
Total $ 550,751 $ 1,203,202 $ 352,374 $ 56,571 $ 368,328 $ 317,278 $ 974 $ — $ 2,849,478
Gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial and Industrial:
Acceptable risk (or better) $ 151,191 $ 87,189 $ 73,321 $ 38,605 $ 104,267 $ 5,484 $ 1,987,518 $ 10,101 $ 2,457,676
Higher risk 221 217 — — 20,608 11,573 12,527 — 45,146
Special mention — — 59 — 254 1 19,122 — 19,436
Substandard — — 1,763 12,562 1,132 411 963 — 16,831
Doubtful — 1,365 819 — — 2 — — 2,186
Total $ 151,412 $ 88,771 $ 75,962 $ 51,167 $ 126,261 $ 17,471 $ 2,020,130 $ 10,101 $ 2,541,275
Gross charge-offs $ — $ — $ 1,718 $ — $ 2,773 $ 75 $ — $ — $ 4,566
Consumer:
Acceptable risk (or better) $ — $ — $ — $ 233 $ 55,998 $ 134,171 $ 5,930 $ — $ 196,332
Higher risk — — — — 176 4,134 3,070 — 7,380
Special mention — — — — — — — — —
Substandard — — — — 382 1,025 — — 1,407
Doubtful — — — — — — — — —
Total $ — $ — $ — $ 233 $ 56,556 $ 139,330 $ 9,000 $ — $ 205,119
Gross charge-offs $ — $ — $ — $ — $ 949 $ 2,461 $ — $ — $ 3,410
Total loans $ 702,163 $ 1,291,973 $ 428,336 $ 107,971 $ 551,145 $ 474,079 $ 2,030,104 $ 10,101 $ 5,595,872
Total gross charge-offs $ — $ — $ 1,718 $ — $ 3,722 $ 2,536 $ — $ — $ 7,976
22
December 31, 2025
Loans Held for Investment at Amortized Cost by Year of Origination
(in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total
Commercial Real Estate:
Acceptable risk (or better) $ 1,226,416 $ 284,180 $ 56,976 $ 238,490 $ 174,345 $ 94,808 $ — $ — $ 2,075,215
Higher risk — 101,977 — 136,724 130,391 16,425 982 — 386,499
Special mention — — — — — — — — —
Substandard — — — 40,420 26,862 — — — 67,282
Doubtful — — — — — — — — —
Total $ 1,226,416 $ 386,157 $ 56,976 $ 415,634 $ 331,598 $ 111,233 $ 982 $ — $ 2,528,996
Gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial and Industrial:
Acceptable risk (or better) $ 205,677 $ 173,813 $ 53,566 $ 123,425 $ 17,225 $ 888 $ 1,825,313 $ — $ 2,399,907
Higher risk 144 139 — 21,312 519 — 33,000 — 55,114
Special mention — — — — 1 — — — 1
Substandard 1,431 — 12,452 701 486 2,136 781 — 17,987
Doubtful — 2,540 — — — — — — 2,540
Total $ 207,252 $ 176,492 $ 66,018 $ 145,438 $ 18,231 $ 3,024 $ 1,859,094 $ — $ 2,475,549
Gross charge-offs $ — $ 1,632 $ 171 $ 5,493 $ 78 $ — $ — $ — $ 7,374
Consumer:
Acceptable risk (or better) $ — $ 1,243 $ 483 $ 60,909 $ 131,188 $ 16,681 $ — $ — $ 210,504
Higher risk — — — 178 249 4,901 — — 5,328
Special mention — — — — — — — — —
Substandard — — — 665 977 215 — — 1,857
Doubtful — — — — — — — — —
Total $ — $ 1,243 $ 483 $ 61,752 $ 132,414 $ 21,797 $ — $ — $ 217,689
Gross charge-offs $ — $ — $ — $ 3,063 $ 4,907 $ 70 $ — $ — $ 8,040
Total loans $ 1,433,668 $ 563,892 $ 123,477 $ 622,824 $ 482,243 $ 136,054 $ 1,860,076 $ — $ 5,222,234
Total gross charge-offs $ — $ 1,632 $ 171 $ 8,556 $ 4,985 $ 70 $ — $ — $ 15,414
The following tables present information on loans held for investment at amortized cost on non-accrual status and loans 90 days or more past due and still accruing as of June 30, 2026 and December 31, 2025:
June 30, 2026
(in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Loans 90 days or more past due and still accruing $ — $ — $ — $ —
Non-accrual loans with no allowance for credit losses $ 45,836 $ 2,764 $ 14 $ 48,614
Non-accrual loans $ 67,312 $ 3,752 $ 1,407 $ 72,471
Contractual interest income on non-accrual loans while on non-accrual status $ 3,526 $ 1,313 $ 1,395 $ 6,234
December 31, 2025
(in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Loans 90 days or more past due and still accruing $ — $ — $ — $ —
Non-accrual loans with no allowance for credit losses $ 60,361 $ 116 $ 1,857 $ 62,334
Non-accrual loans $ 60,361 $ 5,484 $ 1,857 $ 67,702
Contractual interest income on non-accrual loans while on non-accrual status $ 4,812 $ 916 $ 1,663 $ 7,391
23
No interest income was recognized on non-accrual loans while on non-accrual status for the six months ended June 30, 2026 and 2025. At the time a loan is designated as non-accrual, the Company reverses any related accrued interest from interest income. During the three and six months ended June 30, 2026, the Company reversed $ 0.1 million and $ 0.4 million, respectively, of accrued interest from interest income related to loans designated as non-accrual. During the three months ended June 30, 2025, no accrued interest was reversed from interest income related to loans designated as non-accrual. During the six months ended June 30, 2025, the Company reversed $ 0.9 million of accrued interest from interest income related to loans designated as non-accrual.
The following tables present by class, an aging analysis and the recorded investments in past due loans, excluding non-accrual loans, held for investment at amortized cost as of June 30, 2026 and December 31, 2025:
June 30, 2026
(in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Past due loans:
30 - 59 days past due $ — $ — $ 1,842 $ 1,842
60 - 89 days past due 2,003 — 894 2,897
90 or more days past due — — — —
Total past due loans 2,003 — 2,736 4,739
Current loans 2,780,163 2,537,523 200,976 5,518,662
Total $ 2,782,166 $ 2,537,523 $ 203,712 $ 5,523,401
December 31, 2025
(in thousands) Commercial Real Estate Commercial and Industrial Consumer Total
Past due loans:
30 - 59 days past due $ 32,412 $ 42,487 $ 2,297 $ 77,196
60 - 89 days past due — 122 1,092 1,214
90 or more days past due — — — —
Total past due loans 32,412 42,609 3,389 78,410
Current loans 2,436,223 2,427,456 212,443 5,076,122
Total $ 2,468,635 $ 2,470,065 $ 215,832 $ 5,154,532
The following tables present by class and by collateral type, the recorded investment of collateral-dependent loans where the borrower is experiencing financial difficulty as of June 30, 2026 and December 31, 2025, for which repayment is expected to be provided substantially through the operation or sale of the collateral:
June 30, 2026
(in thousands) Commercial Real Estate Commercial and Industrial Total
Collateral type:
Real estate $ 56,345 $ — $ 56,345
Business assets — 1,368 1,368
Total $ 56,345 $ 1,368 $ 57,713
December 31, 2025
(in thousands) Commercial Real Estate Consumer Total
Collateral type:
Real estate $ 49,494 $ 188 $ 49,682
Total $ 49,494 $ 188 $ 49,682
24
The following table presents by class and by type of modification, the recorded investment and financial effect of modification as of June 30, 2026, in the Company’s loans that were both modified and experiencing financial difficulty during the three and six months ended June 30, 2026.
For the Three and Six Months Ended
June 30, 2026
(dollars in thousands) Term Extension and Interest Rate Reduction Total Modification to Loan Class Ratio Weighted-Average Term Extension Weighted-Average Interest Rate Reduction
Commercial Real Estate $ 17,509 $ 17,509 0.61 % 2.0 years
1.90 %
Total $ 17,509 $ 17,509
As of June 30, 2026, there were no unfunded loan commitments on modifications for borrowers experiencing financial difficulty.
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. As of June 30, 2026, all loans that were modified to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026, were 30 - 59 days past due.
There were no payment defaults during the three and six months ended June 30, 2026, on loans previously reported as modified.
The following tables present by class and by type of modification, the recorded investment and financial effect of modification as of June 30, 2025, in the Company’s loans that were both modified and experiencing financial difficulty during the three and six months ended June 30, 2025:
For the Three Months Ended
June 30, 2025
(dollars in thousands) Term Extension Total Modification to Loan Class Ratio Weighted-Average
Term Extension
Commercial and Industrial $ 151 $ 151 0.01 % 1.0 year
Total $ 151 $ 151
For the Six Months Ended
June 30, 2025
(dollars in thousands) Term Extension Total Modification to Loan Class Ratio Weighted-Average
Term Extension
Commercial and Industrial $ 292 $ 292 0.01 % 1.0 year
Total $ 292 $ 292
As of June 30, 2025, there were no unfunded loan commitments on modifications for borrowers experiencing financial difficulty.
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. As of June 30, 2025, all loans that were modified to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025, were current and on non-accrual status.
There were no payment defaults during the three and six months ended June 30, 2025, on loans previously reported as modified.
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Other Real Estate Owned
The following table presents by class the recorded investment in the Company’s other real estate owned assets (“OREO”) at fair value for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Balance at beginning of period $ 7,109 $ 26,076 $ 8,729 $ 25,476
Improvements — 418 — 1,018
Sales ( 2,382 ) ( 17,452 ) ( 3,258 ) ( 17,452 )
Valuation adjustments ( 85 ) ( 589 ) ( 829 ) ( 589 )
Balance at end of period $ 4,642 $ 8,453 $ 4,642 $ 8,453
During the three months ended June 30, 2026, the Company sold one OREO asset and a portion of one of its OREO assets with carrying values of $ 2.4 million for proceeds of $ 2.4 million resulting in a non-material amount of net loss. During the six months ended June 30, 2026, the Company sold one OREO asset and portions of one of its OREO assets with carrying values of $ 3.3 million for proceeds of $ 3.2 million resulting in a net loss of $ 0.1 million.
During the three and six months ended June 30, 2025, the Company sold two OREO assets with carrying values of $ 17.5 million for proceeds of $ 17.8 million resulting in a net gain of $ 0.3 million. Gains and losses on the sales of OREO assets are included in Other non-interest income in the Consolidated Statements of Income.
There were no transfers into OREO assets during the three and six months ended June 30, 2026 or 2025.
During the three and six months ended June 30, 2026 and 2025, the Company incurred a non-material amount of expense related to holding OREO assets, which is included in Other non-interest expense in the Consolidated Statements of Income. Subsequent to foreclosure, the Company determined the fair values of certain of its OREO assets had declined during the three and six months ended June 30, 2026 and 2025, at which time the Company recorded a valuation adjustment, which is included in Other non-interest income in the Consolidated Statements of Income. OREO assets were $ 4.6 million and $ 8.7 million as of June 30, 2026 and December 31, 2025, respectively, and are included with Other assets in the Consolidated Balance Sheets.
NOTE 6 – OTHER EARNING ASSETS
Financing Receivables Held for Investment at Amortized Cost
As of June 30, 2026 and December 31, 2025, the Company had $ 36.9 million and $ 42.8 million, respectively, of financing receivables held for investment, at amortized cost, and net of allowance for credit losses, which are included with Other earning assets in the Consolidated Balance Sheets. Direct funding related income, net of costs, of $ 0.1 million and $ 0.2 million as of June 30, 2026 and December 31, 2025, respectively, were recognized as part of the carrying balance of financing receivables held for investment at amortized cost.
The following table summarizes the activity in the allowance for credit losses for financing receivables held for investment, at amortized cost, for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Balance at beginning of period $ 93 $ 74 $ 108 $ 74
Recovery of credit losses — — ( 15 ) —
Balance at end of period $ 93 $ 74 $ 93 $ 74
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Equity Investments
The Company holds equity investments for various business purposes. As of June 30, 2026 and December 31, 2025, the Company had $ 13.6 million and $ 13.1 million, respectively, of equity investments, which are included with Other earning assets in the Consolidated Balance Sheets.
NOTE 7 – PREMISES AND EQUIPMENT
The following table summarizes the gross carrying amount, by type, accumulated depreciation, and right-of-use assets, which are included in Premises and equipment, net in the Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025:
(in thousands) June 30, 2026 December 31, 2025
Land $ 13,413 $ —
Building 13,420 —
Software 27,943 26,166
Leasehold improvements 7,543 7,484
Furniture and equipment 4,017 3,695
Tenant improvements 1,777 —
Assets in process 1,589 761
Premises and equipment 69,702 38,106
Right-of-use assets, operating leases 5,030 15,691
Accumulated depreciation ( 26,855 ) ( 23,034 )
Premises and equipment, net $ 47,877 $ 30,763
The Company recognized depreciation and amortization expense of $ 2.0 million and $ 3.9 million for the three and six months ended June 30, 2026, respectively, and $ 1.8 million and $ 3.5 million for the three and six months ended June 30, 2025, respectively. Depreciation and amortization expense is included in Information technology and Occupancy expense in the Consolidated Statements of Income.
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On April 30, 2026, the Company acquired the building which houses its corporate headquarters for $ 37.4 million cash consideration. Prior to the acquisition, the Company leased office space in the acquired building and had $ 9.7 million of right-of-use assets and $ 13.3 million of lease liabilities recognized in the Consolidated Balance Sheets. Upon the acquisition of the building, the Company derecognized the right-of-use assets and lease liabilities, and the $ 3.6 million net of the two was recognized as a reduction to the $ 37.4 million purchase price, resulting in a $ 33.9 million net carrying value of the assets acquired.
The following table summarizes the purchase price allocated to the acquired assets:
(in thousands) April 30, 2026
Cash consideration $ 37,440
Less: right-of-use-assets, net of lease liabilities ( 3,576 )
Purchase price to be allocated $ 33,864
Allocation of purchase price:
Land $ 13,413
Building 13,420
Tenant improvements 1,777
In-place lease intangibles 3,793
Above/below market rent intangibles 1,461
Total allocated purchase price $ 33,864
See Note 8 – Goodwill and Other Intangible Assets and Note 9 – Leases for more information.
NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS
The following tables summarize the gross carrying amount and accumulated amortization, by type of amortizing other intangible asset, and the carrying amount of non-amortizing other intangible assets and goodwill, which are included in Goodwill and other intangible assets, net in the Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025:
June 30, 2026
(dollars in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Amortizing intangible assets:
Core deposit intangible $ 1,491 $ ( 1,491 ) $ —
Customer relationship intangibles 18,742 ( 8,256 ) 10,486
In-place lease intangibles (1)
3,793 ( 359 ) 3,434
Above/below market rent intangibles (2)
1,461 ( 50 ) 1,411
Other 399 ( 399 ) —
Total amortizing intangible assets $ 25,886 $ ( 10,555 ) $ 15,331
Indefinite life intangible asset 2,114
Total intangible assets 17,445
Goodwill 18,519
Total goodwill and intangible assets, net $ 35,964
__________________
(1) In-place lease intangible assets had a weighted-average remaining life of 4.8 years as of June 30, 2026.
(2) Above/below market rent intangible assets had a weighted-average remaining life of 4.9 years as of June 30, 2026.
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December 31, 2025
(dollars in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Amortizing intangible assets:
Core deposit intangible $ 1,491 $ ( 1,491 ) $ —
Customer relationship intangibles 18,742 ( 7,690 ) 11,052
Other 399 ( 399 ) —
Total amortizing intangible assets $ 20,632 $ ( 9,580 ) $ 11,052
Indefinite life intangible asset 2,114
Total intangible assets 13,166
Goodwill 18,519
Total goodwill and intangible assets, net $ 31,685
On April 30, 2026, the Company acquired the building which houses its corporate headquarters. In connection with the acquisition, the Company also assumed leases associated with other tenants of the building. The Company allocated $ 3.8 million to in-place lease intangible assets and $ 1.5 million to above/below market rate intangible assets, respectively, related to the leases assumed. See Note 7 – Premises and Equipment and Note 9 – Leases for more information.
The following table presents the estimated future amortization of amortizing intangible assets as of June 30, 2026:
(in thousands) Amount
Remaining 2026 $ 1,262
2027 2,269
2028 2,050
2029 1,930
2030 1,302
Thereafter 6,518
Total amortizing intangible assets $ 15,331
Amortization expense related to customer relationship intangible assets and in-place lease intangibles assets is included in Other non-interest expense in the Consolidated Statements of Income. The amortization of above/below market rent intangible assets is recognized as a net reduction to Rental income, which is included in Other non-interest income in the Consolidated Statements of Income.
NOTE 9 – LEASES
Lessee
The Company has six leases, all of which are currently classified as operating. The Company’s leased locations are primarily deposit production offices and branches, mostly located in the Washington, D.C. metro area. The corporate headquarters lease, located in Chevy Chase, Maryland was considered to be critical to the Company’s operations. On April 30, 2026, the Company acquired the building which houses its corporate headquarters. Prior to the acquisition, the Company leased three office spaces in the acquired building and had $ 9.7 million of right-of-use assets and $ 13.3 million of lease liabilities recognized in the Consolidated Balance Sheets. Upon the acquisition of the building, the Company derecognized the right-of-use assets and lease liabilities, and the $ 3.6 million net of the two was recognized as a reduction to the purchase price. No gain or loss was recognized related to the transaction. See Note 7 – Premises and Equipment and Note 8 – Goodwill and Other Intangible Assets for more information.
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Some lease agreements include one or more options to renew, with renewal terms that can extend the original lease term from three years to five years . The Company currently does not believe it is reasonably certain it will exercise the renewal options for its leases, and therefore, the lease terms do not reflect any optional periods.
The following table provides information regarding the Company’s leases for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Components of operating lease expense:
Long-term lease expense $ 428 $ 798 $ 1,175 $ 1,739
Short-term lease expense $ 42 $ 19 $ 82 $ 38
Supplemental cash flow information related to leases:
Operating cash flows from operating leases $ 465 $ 917 $ 1,347 $ 1,856
The following table provides information regarding the Company’s leases as of June 30, 2026 and December 31, 2025:
(dollars in thousands) June 30, 2026 December 31, 2025
Supplemental balance sheet information related to leases:
Operating lease right-of-use assets $ 5,030 $ 15,691
Operating lease liabilities $ 5,867 $ 20,077
Other information related to leases:
Weighted-average remaining lease term of operating leases 6.8 years 6.2 years
Weighted-average discount rate of operating leases 3.69 % 2.60 %
The following table presents the maturities of the Company’s operating lease liabilities as of June 30, 2026, for the years indicated:
(in thousands) Amount
Remaining 2026 $ 469
2027 959
2028 985
2029 962
2030 954
Thereafter 2,307
Total minimum lease payments 6,636
Less: present value discount ( 769 )
Operating lease liability $ 5,867
Lessor
The Company acquired its headquarters office building, located in Chevy Chase, Maryland, on April 30, 2026 and assumed 15 lessor arrangements, consisting of commercial office and retail space, all of which are classified as operating leases. These lease agreements may include options to renew with renewal terms that can extend the original lease term for five years .
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The Company recognized $ 1.4 million in lease income for each of the three and six months ended June 30, 2026. There was no lease income during the three and six months ended June 30, 2025.
The following table presents the maturities of the Company’s lease receivables as of June 30, 2026, for the years indicated:
(in thousands) Amount
Remaining 2026 $ 2,972
2027 5,196
2028 4,839
2029 3,525
2030 2,372
Thereafter 5,451
Total lease payments $ 24,355
NOTE 10 – DEPOSITS
Deposit balances as of June 30, 2026 and December 31, 2025, are presented in the following table:
(in thousands) June 30, 2026 December 31, 2025
Non-interest-bearing deposits
$ 435,065 $ 372,444
Interest-bearing deposits:
Demand 284,748 275,259
Money market 1,394,865 1,206,544
Savings 3,878,206 3,500,532
Time deposits less than $250 thousand 1,100,398 1,242,892
Time deposits greater than $250 thousand 172,553 180,244
Total interest-bearing deposits 6,830,770 6,405,471
Total deposits $ 7,265,835 $ 6,777,915
The following table presents the maturities of time deposits as of June 30, 2026, for the years indicated:
(in thousands) Amount
Remaining 2026 $ 335,650
2027 688,728
2028 110,854
2029 112,334
2030 25,370
Thereafter 15
Total time deposits $ 1,272,951
The Company’s time deposits of $250 thousand or greater represented 13.6 % of total time deposits as of June 30, 2026, and are presented by maturity in the following table:
Months to Maturity
(in thousands) 3 or Less Over 3 to 6 Over 6 to 12 Over 12 Total
Time deposits greater than $250 thousand $ 24,091 $ 36,968 $ 108,548 $ 2,946 $ 172,553
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Deposits received in the ordinary course of business from related parties held as of June 30, 2026 and December 31, 2025, were $ 5.7 million and $ 5.2 million, respectively. See Note 19 – Related Party Transactions for more information.
NOTE 11 – BORROWED FUNDS
Subordinated Debt
The following table provides information on subordinated debt as of June 30, 2026 and December 31, 2025:
(dollars in thousands) June 30, 2026 December 31, 2025
2019 Notes, due in 2029 (1)
25,000 25,000
2021 Notes, due in 2032, 4.00 %
125,000 125,000
Other subordinated debt, due in 2033 (2)
3,000 3,000
Less: debt issuance costs and discounts
( 1,819 ) ( 1,997 )
Total subordinated debt $ 151,181 $ 151,003
__________________
(1) Borrowings bore interest at an effective rate of 8.05 % and 8.18 % as of June 30, 2026 and December 31, 2025, respectively.
(2) Borrowings bore interest at an effective rate of 7.31 % and 7.47 % as of June 30, 2026 and December 31, 2025, respectively.
Other Borrowed Funds
As of June 30, 2026, the Company had an Advances and Security Agreement with the FHLB of Atlanta (“Advances and Security Agreement”) with a maximum borrowing capacity of $ 423.4 million. As of June 30, 2026 and December 31, 2025, there were no borrowings outstanding under the Advances and Security Agreement. To borrow under the Advances and Security Agreement, the Company must secure the borrowings with qualifying assets. Under the terms of the Advances and Security Agreement, the Company is required to maintain sufficient collateral to secure these borrowings. As of June 30, 2026, the Company pledged eligible commercial real estate loans with a book value of $ 619.0 million, eligible multi-family loans with a book value of $ 78.1 million, eligible 1-4 family first mortgages with a book value of $ 5.6 million, and eligible home equity loans with a book value of $ 3.0 million to secure borrowings under the Advances and Security Agreement. The total collateral value assigned by the FHLB for these pledged investments and loans was $ 423.4 million.
As of June 30, 2026, the Company had a credit line with the Federal Reserve Bank (“FRB Credit Line”) with a maximum borrowing capacity of $ 1.9 billion. As of June 30, 2026 and December 31, 2025, there were no borrowings outstanding under the FRB Credit Line. To borrow under the FRB Credit Line, the Company must maintain sufficient loan collateral. As of June 30, 2026, the Company pledged commercial and industrial loans with a book value of $ 1.9 billion and construction loans with a book value of $ 168.2 million. The total collateral value assigned by the Federal Reserve Bank for these pledged loans was $ 1.9 billion.
The Company maintains unsecured Fed Funds facilities with three other financial institutions in the aggregate amount of $ 90.0 million. As of June 30, 2026 and December 31, 2025, there were no borrowings outstanding under these facilities. The Company periodically borrows on its Fed Funds facilities to test its borrowing capabilities and keep the funds available.
NOTE 12 – STOCKHOLDERS' EQUITY
The Company’s Articles of Incorporation authorizes 108,200,000 shares of stock, consisting of 51,600,000 shares of Voting Common Stock, par value $ 0.001 per share (“Voting Common Stock” or “Class A”) and 51,600,000 shares of Non-Voting Common Stock, par value $ 0.001 per share (“Non-Voting Common Stock” or “Class B” and, together with the Voting Common Stock, “common stock”) and 5,000,000 shares of preferred stock, par value $ 0.001 (“Preferred Stock”).
As of June 30, 2026, the Company had 28,949,031 shares of Voting Common Stock, 20,748,177 shares of Non-Voting Common Stock, and no shares of Preferred Stock issued and outstanding. During the three months ended
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June 30, 2026, certain shareholders exercised their right to convert 494,374 shares of Non-Voting Common Stock to Voting Common Stock.
On June 11, 2026, the Company issued an additional 7,900,000 shares of Voting Common Stock for net proceeds of $ 131.0 million, net of offering costs of $ 11.2 million in connection with the Company’s IPO.
On July 14, 2026, the Company issued an additional 1,012,085 shares of Voting Common Stock for net proceeds of $ 17.1 million, net of offering costs of $ 1.1 million in connection with the exercise of the over allotment option.
Certain shares of common stock issued and outstanding include unvested restricted stock awards granted to employees. These restricted shares are legally issued and carry voting rights equivalent to vested shares of common stock, notwithstanding that such shares are subject to forfeiture until vesting conditions are satisfied. While these shares are considered legally outstanding and included within common stock outstanding, these shares are excluded from basic earnings per share and will be included within the diluted earnings per share calculation. See Note 15 – Stock-based Compensation and Note 18 – Earnings Per Common Share for more information.
NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME
The Company’s Accumulated other comprehensive income/(loss) is comprised of unrealized gains and losses associated with investment securities available for-sale. Gains and losses on investment securities available-for-sale are reclassified to earnings as the gains or losses are realized.
The following table presents the activity in Accumulated other comprehensive income/(loss) for the three and six months ended June 30, 2026 and 2025:
(in thousands) Total Tax Effect Net
Investment securities available-for-sale:
Balance as of March 31, 2026
$ ( 3,214 ) $ 834 $ ( 2,380 )
Unrealized losses, net ( 4,837 ) 1,249 ( 3,588 )
Reclassification of net losses on investments available-for-sale to earnings — — —
Balance as of June 30, 2026
$ ( 8,051 ) $ 2,083 $ ( 5,968 )
Balance as of March 31, 2025
$ 1,169 $ ( 293 ) $ 876
Unrealized losses, net ( 2,511 ) 640 ( 1,871 )
Reclassification of net losses on investments available-for-sale to earnings — — —
Balance as of June 30, 2025
$ ( 1,342 ) $ 347 $ ( 995 )
Balance as of December 31, 2025
$ 4,075 $ ( 1,051 ) $ 3,024
Unrealized losses, net ( 12,126 ) 3,134 ( 8,992 )
Balance as of June 30, 2026
$ ( 8,051 ) $ 2,083 $ ( 5,968 )
Balance as of December 31, 2024
$ ( 596 ) $ 153 $ ( 443 )
Unrealized gains, net 448 ( 107 ) 341
Reclassification of net gains on investments available-for-sale to earnings ( 1,194 ) 301 ( 893 )
Balance as of June 30, 2025
$ ( 1,342 ) $ 347 $ ( 995 )
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NOTE 14 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK, COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company enters into commitments to extend credit and standby letters of credit to meet the financing needs of its customers. For a description of the Company's accounting policy for off-balance sheet instruments, refer to Note 1 - Significant Accounting Policies to the annual Consolidated Financial Statements included in the Company's Registration Statement on Form S-1.
A summary of the net commitment available to fund financial instruments with off-balance sheet credit risk as of June 30, 2026 and December 31, 2025 is as follows:
(in thousands) June 30, 2026 December 31, 2025
Commercial real estate development and construction $ 201,042 $ 179,439
Residential real estate development and construction — 682
Lines of credit, primarily business lines 867,830 606,921
Standby letters of credit 9,893 20,195
Total commitments to extend credit and available lines of credit $ 1,078,765 $ 807,237
As of June 30, 2026 and December 31, 2025, the total reserve for unfunded commitments was $ 3.6 million and $ 2.7 million, respectively, which is included in Other liabilities in the Consolidated Balance Sheets.
The following table summarizes the provision for credit losses on unfunded commitments for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Provision for credit losses on unfunded commitments $ 1,378 $ 955 $ 982 $ 933
The provision for credit losses on unfunded commitments is included in Provision for credit losses in the Consolidated Statements of Income.
The Company is involved in various legal actions arising in the ordinary course of business. The Company’s evaluation has resulted in none being expected to result in a loss contingency.
NOTE 15 – STOCK-BASED COMPENSATION
As of June 30, 2026, the Company had the 2026 Omnibus Incentive Plan (“2026 Plan”), and the Employee Stock Purchase Program (“ESPP”), which were both effective as of June 11, 2026, and the Company’s 2014 Stock Incentive Plan (the “2014 Plan”).
The 2026 Plan allows the Company to grant stock-based awards, including restricted stock awards, restricted stock units, stock options, stock appreciation rights, stock bonuses, and other stock-based awards. At adoption, the 2026 Plan allowed for 5,268,702 shares of Voting Common Stock to be issued, and will terminate on June 11, 2036, ten years following the effective date. The total shares of Voting Common Stock available under the 2026 Plan is subject to an annual increase. As of June 30, 2026, there were 5,231,676 shares remaining to be issued under the 2026 Plan.
The 2014 Plan was adopted on June 25, 2014, and has a termination date of March 27, 2036, with 351,204 shares remaining unissued under the 2014 Plan. Effective as of June 11, 2026, the Company does not intend to grant additional share-based awards under the 2014 Plan, however, all awards granted under the 2014 Plan will continue to be administered under the 2014 Plan until all awards are vested, forfeited or exercised.
Subject to the Board declaring an offering, the ESPP allows employees to participate in the ownership of the Company by providing employees, excluding highly-compensated employees, an opportunity to purchase shares of
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Voting Common Stock at a discount. At adoption, the ESPP allows for 987,881 shares of Voting Common Stock to be purchased, and may be terminated at any time by the administrator. The total shares of Voting Common Stock available for purchase under the ESPP is subject to an annual increase. To participate, employees must meet minimum service requirements, including years of prior service, and ongoing annual and weekly service thresholds. Eligible employees may elect to defer between 1 % and 15 % of their eligible compensation for the purchase of Voting Common Stock during offering periods. The offering periods and purchase price, which are both subject to certain limitations, will be established at the discretion of the Company. As of June 30, 2026, no offerings have been declared under the ESPP.
The Company believes that share-based compensation better aligns the interests of its employees with those of its stockholders. For a description of the terms of the 2014 Plan, 2026 Plan, and ESPP, refer to the Company's Registration Statement on Form S-1.
Stock-based compensation expense is recognized using the graded method over the vesting period of the stock option, restricted stock award, or restricted stock unit granted. During the three and six months ended June 30, 2026, expense of $ 4.5 million and $ 7.3 million, respectively, was recognized associated with stock options, restricted stock awards, and restricted stock units. During the three and six months ended June 30, 2025, expense of $ 2.2 million and $ 4.3 million, respectively, was recognized associated with stock options and restricted stock awards.
Stock Options
Stock option awards are granted with an exercise price equal to the fair value of the Company’s Voting Common Stock at the date of grant; those option awards vest based on one to five years of continuous service and have 10 -year contractual terms. Certain options provide for accelerated vesting if there is a change in control or other qualifying events. Stock options issued can require meeting certain performance criteria prior to exercise.
The fair values of options granted during the six months ended June 30, 2026 and June 30, 2025, were determined using the Black-Scholes option-pricing model. For stock options that are subject to exercise conditions in addition to the grant date exercise price, the Black-Scholes option pricing model was used in conjunction with (i) a Monte Carlo Simulation model for determining stock price values and (ii) probability weights for scenarios where the Company either remains independent or is acquired. The description of the exercise conditions that apply to certain series of options is more fully described in the 2014 Plan.
The following table presents the assumptions used to determine the fair value of the options granted during the six months ended June 30, 2026 and 2025:
June 30, 2026 June 30, 2025
Black-Scholes Monte Carlo Black-Scholes Monte Carlo
Volatility 45 % 45 % 40 % 40 %
Expected dividend yield — % — % — % — %
Expected term 6.5 years 1.75 - 10.0 years
6.5 years 2.25 - 10.0 years
Risk-free rate 3.89 % 3.47 % - 4.18 %
4.46 % 4.25 % - 4.58 %
An active market for the Company’s common stock did not exist until the completion of the Company’s IPO on June 11, 2026, therefore the expected volatility in the tables above is based on the average annual historical volatility of common stock for comparable public banks in the banking industry. The estimated option life is derived from the “simplified method” formula, or from simulation results for options valued using Monte Carlo Simulation. The risk-free rate is based upon the U.S. Treasury note rate in effect at the time of grant. The expected dividend yield is based upon implied and historical dividend declarations.
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A summary of the activity of options outstanding for the six months ended June 30, 2026, is presented in the following table:
(dollars in thousands, except per share amounts)
Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding as of December 31, 2025
9,809,692 $ 14.61 5.6 years $ 54,150
Granted 85,000 $ 20.13
Outstanding as of March 31, 2026
9,894,692 $ 14.82 5.4 years $ 52,577
Granted 61,000 $ 19.43
Exercised ( 36,400 ) $ 15.17 $ 180
Forfeited or expired ( 11,200 ) $ 12.63
Outstanding as of June 30, 2026
9,908,092 $ 14.84 5.1 years $ 34,426
Exercisable as of June 30, 2026
7,119,326 $ 15.23 4.9 years $ 21,771
Of the 9,908,092 outstanding options, 2,335,736 options with a weighted average exercise price of $ 13.00 were subject to conditions with respect to stock price levels that must be satisfied to exercise the options, as more fully described in the 2014 Plan.
A summary of the activity of unvested stock options for the six months ended June 30, 2026, is presented in the following table:
Shares Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2025
2,233,040 $ 4.49
Granted 85,000 $ 10.17
Vested ( 135,500 ) $ 4.92
Unvested as of March 31, 2026
2,182,540 $ 4.69
Granted 61,000 $ 9.77
Vested ( 1,637,640 ) $ 4.10
Forfeited ( 11,200 ) $ 4.01
Unvested as of June 30, 2026
594,700 $ 6.83
The total fair value of stock options vested was $ 6.7 million and $ 7.4 million during the three and six months ended June 30, 2026, and $ 6.7 million and $ 7.4 million during the three and six months ended June 30, 2025, respectively. As of June 30, 2026, there was $ 2.6 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years.
Restricted Stock Awards
The Company granted 1,124,985 restricted stock awards during the six months ended June 30, 2026. The restricted stock awards granted during the six months ended June 30, 2026 vest over three years .
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The following table summarizes the unvested restricted stock awards activity for the six months ended June 30, 2026:
Shares Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2025
396,022 $ 16.76
Granted 181,860 $ 20.13
Vested ( 91,532 ) $ 16.78
Unvested as of March 31, 2026
486,350 $ 18.02
Granted 943,125 $ 19.43
Forfeited ( 3,488 ) $ 17.96
Unvested as of June 30, 2026
1,425,987 $ 18.95
As of June 30, 2026, there was $ 20.9 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of 1.8 years.
Restricted Stock Units
The Company granted 37,026 restricted stock units during the six months ended June 30, 2026. The restricted stock units granted during the six months ended June 30, 2026 vest over 1.3 years.
The following table summarizes the unvested restricted stock units activity for the six months ended June 30, 2026:
Shares Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2025
— $ —
Unvested as of March 31, 2026
— $ —
Granted 37,026 $ 18.00
Unvested as of June 30, 2026
37,026 $ 18.00
As of June 30, 2026, there was $ 0.6 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.2 years.
NOTE 16 – EMPLOYEE BENEFIT PLANS
As of June 30, 2026, the Company maintained a 401(k) plan, adopted by the Bank (the “401(k) Plan”), a multiple employer plan covering all full-time and part-time employees. Employees become eligible to participate in the 401(k) Plan on the first day of the month that is thirty days after their hire date. Under the 401(k) Plan, a participant may elect to contribute up to 80 % of their compensation to the extent the total dollar amount is permitted by law. Under the terms of the 401(k) Plan, the Company will make a matching contribution of 100 % up to 4 % of employee compensation. Both employee contributions and employer matching contributions vest immediately. The Company made matching contributions of $ 1.1 million and $ 1.7 million during the three and six months ended June 30, 2026, respectively, and $ 0.9 million and $ 1.6 million during the three and six months ended June 30, 2025, respectively. The Company may also make discretionary contributions for each participant. The amount of discretionary contribution, if any, is determined on an annual basis by the Company’s Board of Directors. No discretionary contributions were made by the Company during the three and six months ended June 30, 2026 and 2025.
37
NOTE 17 – OTHER NON-INTEREST INCOME AND NON-INTEREST EXPENSE
The following tables present selected components of other non-interest income and other non-interest expense for the three and six months ended June 30, 2026 and 2025:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Trust administration $ 7,324 $ — $ 11,588 $ —
Rental income 1,225 — 1,225 —
Net fee on FHA/HUD originations
996 2,277 1,262 5,536
Program fees
492 1,087 1,084 2,083
Deposit fees
439 263 743 519
Other non-interest income ( 137 ) ( 189 ) ( 893 ) ( 91 )
Total other non-interest income $ 10,339 $ 3,438 $ 15,009 $ 8,047
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Referral fees $ 323 $ 523 $ 683 $ 988
Other non-interest expense 3,891 3,548 6,530 5,908
Total other non-interest expense $ 4,214 $ 4,071 $ 7,213 $ 6,896
NOTE 18 – EARNINGS PER COMMON SHARE
The following table presents the calculation of basic and diluted earnings per Voting and Non-voting common share for the three months ended June 30, 2026 and 2025:
For the Three Months Ended
June 30, 2026 June 30, 2025
(in thousands, except share and per share data) Voting Non-Voting Voting Non-Voting
Basic Earnings Per Common Share:
Net income $ 2,069 $ 2,053 $ 7,134 $ 7,975
Weighted-average shares - basic 21,175,037 21,014,378 19,000,131 21,242,551
Basic earnings per common share $ 0.10 $ 0.10 $ 0.38 $ 0.38
Diluted Earnings Per Common Share:
Net income $ 2,176 $ 1,946 $ 7,335 $ 7,774
Weighted-average shares - basic 21,175,037 21,014,378 19,000,131 21,242,551
Effect of dilutive securities - stock options and restricted stock awards 2,323,285 — 1,042,752 —
Weighted-average shares - diluted 23,498,322 21,014,378 20,042,883 21,242,551
Diluted earnings per common share $ 0.09 $ 0.09 $ 0.37 $ 0.37
38
The following table presents the calculation of basic and diluted earnings per Voting and Non-voting common share for the six months ended June 30, 2026 and 2025:
For the Six Months Ended
June 30, 2026 June 30, 2025
(in thousands, except share and per share data)
Voting Non-Voting Voting Non-Voting
Basic Earnings Per Common Share:
Net income $ 7,569 $ 8,185 $ 12,385 $ 13,851
Weighted-average shares - basic 20,120,097 21,127,834 18,993,327 21,242,551
Basic earnings per common share $ 0.38 $ 0.39 $ 0.65 $ 0.65
Diluted Earnings Per Common Share:
Net income $ 7,983 $ 7,771 $ 12,769 $ 13,467
Weighted-average shares - basic 20,120,097 21,127,834 18,993,327 21,242,551
Effect of dilutive securities - stock options and restricted stock awards 2,224,165 — 1,164,416 —
Weighted-average shares - diluted 22,344,262 21,127,834 20,157,743 21,242,551
Diluted earnings per common share $ 0.36 $ 0.37 $ 0.63 $ 0.63
The Company has two classes of common stock, Voting and Non-voting, which are participating securities. Earnings are allocated to each class based on their respective participation rights, and basic and diluted earnings per share are presented under the two-class method in accordance with ASC 260. All potentially dilutive shares have voting rights, and net income has been reallocated to reflect the incremental dilutive voting shares.
Diluted weighted-average shares outstanding includes 2,323,285 and 2,224,165 incremental common stock equivalents related to stock options, restricted stock awards, and restricted stock units as calculated under the treasury-stock method for the three and six months ended June 30, 2026, respectively, as the stock options and restricted stock awards are not considered participating securities. Diluted weighted-average shares outstanding includes 1,042,752 and 1,164,416 incremental common stock equivalents related to stock options and restricted stock awards as calculated under the treasury-stock method for the three and six months ended June 30, 2025, respectively, as the stock options and restricted stock awards are not considered participating securities.
For the three and six months ended June 30, 2026, 21,966 shares and 20,438 shares, respectively, of common stock equivalents were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and six months ended June 30, 2025, 18,320 shares and 19,684 shares, respectively, of common stock equivalents were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
Additionally, for the three and six months ended June 30, 2026 and 2025, 2,335,736 stock options and 2,325,336 stock options, respectively, with unresolved substantive contingencies that must be satisfied before shares can be exercised and issued, and therefore do not represent potential shares of common stock, have been excluded from the weighted-average shares outstanding to calculate basic and diluted earnings per common share.
As of June 30, 2026 and 2025, 1,463,013 shares and 386,522 shares, respectively, of unvested restricted stock awards with voting rights are included in outstanding shares of common stock on the Consolidated Statements of Changes in Stockholders’ Equity, but are excluded from the calculation of basic earnings per share.
39
NOTE 19 – RELATED PARTY TRANSACTIONS
In the ordinary course of business, the Company may make loans to and receive deposits from related parties, which primarily includes principal officers and directors, and their affiliates. The Company had no loans outstanding to related parties as of June 30, 2026 and December 31, 2025. The aggregate amounts of deposits from related parties as of June 30, 2026 and December 31, 2025, was $ 5.7 million and $ 5.2 million, respectively. For more information on the activity of loans and deposits with related parties, see Note 4 – Loans and Note 10 – Deposits, respectively.
The Company has a related party relationship with BancAlliance because certain employees of the Company also hold officer roles with BancAlliance, and a subsidiary of the Company serves as the asset manager of BancAlliance members. The Company sources loans for its own balance sheet and makes those loans available for sale through the BancAlliance program. Loans sold to BancAlliance are immediately sold to members in the program with terms of loan sales, including pricing, dictated by a Master Participation Agreement for the program that applies the same to all members of BancAlliance. BancAlliance is a pass-through participant and does not incur an economic or accounting impact from the program.
Transactions with BancAlliance for the three and six months ended June 30, 2026 and 2025, and amounts due from BancAlliance as of June 30, 2026 and December 31, 2025, are presented in the following tables:
For the Three Months Ended For the Six Months Ended
(in thousands) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Loans sold to BancAlliance $ 40,919 $ 84,884 $ 77,195 $ 138,157
Net gains realized on loans sold to BancAlliance $ 256 $ 498 $ 482 $ 891
As of June 30, 2026 and December 31, 2025, the amounts due from BancAlliance related to funding and expense advancements were $ 3.4 million and $ 6.0 million, respectively.
In the ordinary course of business, the Company incurs expenses from transactions with vendors who are considered related parties. These transactions resulted in a non-material amount of expense for the three and six months ended June 30, 2026 and 2025.
NOTE 20 – REGULATORY MATTERS
The Company and the Bank are subject to regulatory capital requirements administered by federal and state banking agencies. As of June 30, 2026 and December 31, 2025, each of the Company and the Bank qualified as a community banking organization under the community bank leverage ratio ("CBLR") framework and elected to measure capital adequacy under that framework. Effective July 1, 2026, the required minimum capital level under CBLR decreased from 9% to 8%. For a description of the CBLR framework, discussion of the changes effective July 1, 2026, and applicable capital requirements, refer to Management’s Discussion and Analysis of Results of Operations and Financial Condition—Liquidity and Capital Resources—Capital Resources within this Quarterly Form 10-Q.
40
The following table presents as of June 30, 2026 and December 31, 2025, the Company’s and the Bank’s actual and required capital amounts and leverage ratios. The table also includes the actual amounts and risk-weighted ratios, which the Company has opted to disclose as of June 30, 2026 and December 31, 2025, although they are not required under the CBLR framework:
Actual To Be Well Capitalized Under Prompt Corrective Action Provisions
(CBLR Framework)
(dollars in thousands) Amount Ratio Amount Ratio
As of June 30, 2026:
Required under CBLR framework:
Tier 1 leverage ratio:
Company $ 841,241 10.38 % $ 729,154 9.00 %
Bank $ 909,300 11.24 % $ 727,930 9.00 %
Optional under CBLR framework:
Total capital to risk-weighted assets ratio:
Company $ 1,041,003 16.05 % N/A N/A
Bank $ 967,774 14.98 % N/A N/A
Tier 1 capital to risk-weighted assets ratio:
Company $ 841,241 12.97 % N/A N/A
Bank $ 909,300 14.08 % N/A N/A
Common Equity Tier 1 to risk weighted-assets ratio:
Company $ 841,241 12.97 % N/A N/A
Bank $ 909,300 14.08 % N/A N/A
As of December 31, 2025:
Required under CBLR framework:
Tier 1 leverage ratio:
Company $ 748,650 9.79 % $ 688,367 9.00 %
Bank $ 848,960 11.11 % $ 687,907 9.00 %
Optional under CBLR framework:
Total capital to risk-weighted assets ratio:
Company $ 934,965 15.89 % N/A N/A
Bank $ 894,305 15.14 % N/A N/A
Tier 1 capital to risk-weighted assets ratio:
Company $ 748,650 12.72 % N/A N/A
Bank $ 848,960 14.37 % N/A N/A
Common Equity Tier 1 to risk weighted-assets ratio:
Company $ 748,650 12.72 % N/A N/A
Bank $ 848,960 14.37 % N/A N/A
41
NOTE 21 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures certain assets and liabilities at fair value using a three-level hierarchy that prioritizes observable inputs. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than Level 1 prices, such as quoted prices for similar assets, interest rates, prepayment speeds, and credit risk factors. Level 3 inputs are unobservable inputs based on the Company's own assumptions about market participant pricing. For a complete description of the Company's fair value hierarchy and valuation methodologies, refer to Note 21 - Fair Value of Financial Instruments to the annual Consolidated Financial Statements included in the Company's Registration Statement on Form S-1. There have since been no significant changes to the methodologies.
The following tables summarize financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
June 30, 2026
(in thousands) Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
Assets
Investment securities available-for-sale:
U.S. Treasury and government agencies $ 695,844 $ — $ — $ 695,844
Residential agency mortgage-backed — 312,973 — 312,973
Commercial agency mortgage-backed — 182,856 — 182,856
Municipal bonds — 8,635 — 8,635
Other — 7,301 3,056 10,357
Total investment securities available-for-sale 695,844 511,765 3,056 1,210,665
Loans held-for-sale at fair value — — 54,379 54,379
Loans held for investment at fair value — — 3,481 3,481
Total assets $ 695,844 $ 511,765 $ 60,916 $ 1,268,525
Liabilities
Total liabilities $ — $ — $ — $ —
42
December 31, 2025
(in thousands) Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
Assets
Investment securities available-for-sale:
U.S. Treasury and government agencies $ 958,347 $ — $ — $ 958,347
Residential agency mortgage-backed — 139,077 — 139,077
Commercial agency mortgage-backed — 136,070 — 136,070
Municipal bonds — 8,635 — 8,635
Other — 7,283 5,475 12,758
Total investment securities available-for-sale 958,347 291,065 5,475 1,254,887
Loans held-for-sale at fair value — — 62,251 62,251
Loans held for investment at fair value — — 4,645 4,645
Total assets $ 958,347 $ 291,065 $ 72,371 $ 1,321,783
Liabilities
Total liabilities $ — $ — $ — $ —
The following tables present a reconciliation of the assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended June 30, 2026 and 2025:
For the Three Months Ended
June 30, 2026
Additions Sales Pay-downs/
Maturities/
Calls Transfers Realized and Unrealized Gain/(Loss) included in:
(in thousands) Balance as of March 31, 2026
Earnings Other
Comprehensive
Loss Balance as of
June 30, 2026
Assets
Investment securities available-for-sale - Other $ 3,028 $ — $ — $ — $ — $ — $ 28 $ 3,056
Loans held-for-sale at fair value 57,817 — — ( 4,839 ) — 1,401 — 54,379
Loans held for investment at fair value 4,555 — — ( 1,753 ) — 679 — 3,481
Total Level 3 assets $ 65,400 $ — $ — $ ( 6,592 ) $ — $ 2,080 $ 28 $ 60,916
Liabilities
Total Level 3 liabilities $ — $ — $ — $ — $ — $ — $ — $ —
43
For the Three Months Ended
June 30, 2025
Additions Sales Pay-downs/
Maturities/
Calls Transfers Realized and Unrealized Gain/(Loss) included in:
(in thousands) Balance as of March 31, 2025
Earnings Other
Comprehensive
Income Balance as of June 30, 2025
Assets
Investment securities available-for-sale - Other $ 5,533 $ — $ — $ — $ — $ — $ ( 221 ) $ 5,312
Loans held-for-sale at fair value 102,765 8,938 ( 7,755 ) ( 21,870 ) ( 157 ) ( 409 ) — 81,512
Loans held for investment at fair value 6,685 — — ( 890 ) 157 48 — 6,000
Total Level 3 assets $ 114,983 $ 8,938 $ ( 7,755 ) $ ( 22,760 ) $ — $ ( 361 ) $ ( 221 ) $ 92,824
Liabilities
Total Level 3 liabilities $ — $ — $ — $ — $ — $ — $ — $ —
During the three months ended June 30, 2026 and 2025, the Company did not transfer any assets to or from Level 3.
The following tables present a reconciliation of the assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2026 and 2025:
For the Six Months Ended
June 30, 2026
Additions Sales Pay-downs/
Maturities/
Calls Transfers Realized and Unrealized Gain/(Loss) included in:
(in thousands) Balance as of December 31, 2025
Earnings Other
Comprehensive
Loss Balance as of
June 30, 2026
Assets
Investment securities available-for-sale - Other $ 5,475 $ — $ — $ ( 2,473 ) $ — $ — $ 54 $ 3,056
Loans held-for-sale at fair value 62,251 2,414 ( 118 ) ( 10,999 ) ( 151 ) 982 — 54,379
Loans held for investment at fair value 4,645 504 — ( 2,457 ) 151 638 — 3,481
Total Level 3 assets $ 72,371 $ 2,918 $ ( 118 ) $ ( 15,929 ) $ — $ 1,620 $ 54 $ 60,916
Liabilities
Total Level 3 liabilities $ — $ — $ — $ — $ — $ — $ — $ —
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For the Six Months Ended
June 30, 2025
Additions Sales Pay-downs/
Maturities/
Calls Transfers Realized and Unrealized Gain/(Loss) included in:
(in thousands) Balance as of December 31, 2024
Earnings Other
Comprehensive
Income Balance as of June 30, 2025
Assets
Investment securities available-for-sale - Other $ 5,465 $ — $ — $ — $ — $ — $ ( 153 ) $ 5,312
Loans held-for-sale at fair value 108,575 15,187 ( 10,790 ) ( 31,530 ) ( 157 ) 227 — 81,512
Loans held for investment at fair value 7,081 — — ( 1,215 ) 157 ( 23 ) — 6,000
Total Level 3 assets $ 121,121 $ 15,187 $ ( 10,790 ) $ ( 32,745 ) $ — $ 204 $ ( 153 ) $ 92,824
Liabilities
Total Level 3 liabilities $ — $ — $ — $ — $ — $ — $ — $ —
See Note 4 – Loans for more information regarding realized and unrealized gains and losses on loans. Unrealized losses on investment securities available-for-sale are included in Net change in unrealized gain on investments available-for-sale in the Consolidated Statements of Comprehensive Income.
During the six months ended June 30, 2026 and 2025, the Company did not transfer any assets to or from Level 3.
The following tables present the quantitative inputs used in determining the fair value of the Company’s Level 3 assets measured on a recurring basis as of June 30, 2026 and December 31, 2025:
(dollars in thousands) Fair value as of June 30, 2026
Valuation Technique Unobservable Input Range (Weighted Average) 1
Investment securities available-for-sale - Other $ 3,056 Discounted
Cash Flow Discount Rate 8.0 % - 8.0 %
( 8.0 %)
Loans held-for-sale at fair value $ 47,898 Market Observations Market (Premium)/Discount ( 0.4 )% - 12.5 %
( 2.6 %)
Loans held-for-sale at fair value 6,481 Discounted
Cash Flow Discount for Risk of Non-Payment 23.2 % - 50.7 %
( 30.5 %)
Discount Rate 8.9 % - 11.8 %
( 9.4 %)
Total loans held-for-sale at fair value $ 54,379
Loans held for investment at fair value $ 2,379 Market Observations Market (Premium)/Discount ( 0.4 )% - 12.5 %
( 1.7 %)
Loans held for investment at fair value 1,102 Discounted
Cash Flow Discount for Risk of Non-Payment 23.2 % - 50.7 %
( 38.5 %)
Discount Rate 8.9 % - 11.8 %
( 9.6 %)
Total loans held for investment at fair value $ 3,481
__________________
(1) Weighted averages are calculated by using the product of the inputs multiplied by the relative fair values of the instruments.
45
(dollars in thousands) Fair value as of December 31, 2025
Valuation Technique Unobservable Input Range (Weighted Average) 1
Investment securities available-for-sale - Other $ 5,475 Discounted
Cash Flow Discount Rate 7.5 % - 7.6 %
( 7.5 %)
Loans held-for-sale at fair value $ 58,059 Market Observations Market (Premium)/Discount ( 1.4 )% - 7.6 %
( 2.3 %)
Loans held-for-sale at fair value 4,192 Discounted
Cash Flow Discount for Risk of Non-Payment 10.0 % - 40.0 %
( 30.6 %)
Discount Rate 9.3 % - 11.8 %
( 10.0 %)
Total loans held-for-sale at fair value $ 62,251
Loans held for investment at fair value $ 3,853 Market Observations Market (Premium)/Discount ( 1.4 )% - 7.6 %
( 0.8 %)
Loans held for investment at fair value 792 Discounted
Cash Flow Discount for Risk of Non-Payment 10.0 % - 40.0 %
( 28.2 %)
Discount Rate 9.3 % - 11.8 %
( 10.4 %)
Total loans held for investment at fair value $ 4,645
__________________
(1) Weighted averages are calculated by using the product of the inputs multiplied by the relative fair values of the instruments.
Certain assets are measured at fair value on a nonrecurring basis; that is, not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets measured at fair value on a non-recurring basis as of June 30, 2026 and December 31, 2025, are presented in the following tables:
June 30, 2026
(in thousands) Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
Collateral-dependent loans $ — $ — $ 56,122 $ 56,122
Impaired loans — — 11,478 11,478
OREO — — 4,642 4,642
Total $ — $ — $ 72,242 $ 72,242
December 31, 2025
(in thousands) Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
Collateral-dependent loans $ — $ — $ 49,682 $ 49,682
Impaired loans — — 14,017 14,017
OREO — — 8,729 8,729
Total $ — $ — $ 72,428 $ 72,428
As of June 30, 2026 and December 31, 2025, the Company’s investment in collateral-dependent loans included individual credit loss allowances of $ 1.6 million and zero , respectively. As of June 30, 2026 and December 31, 2025, the Company’s investment in impaired loans included individual credit loss allowances of $ 0.9 million and $ 2.2 million, respectively. As of June 30, 2026 and December 31, 2025, the Company’s investment in OREO assets
46
included cumulative unrealized fair value adjustment losses of $ 2.2 million and $ 1.8 million, respectively, which are recognized in Other non-interest income in the Consolidated Statements of Income.
Collateral-dependent loans are reported at fair value using the fair value of collateral less estimated selling costs. Although appraisals are obtained on collateral-dependent loans, the appraised values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation and/or management’s expertise and knowledge of the borrower’s business, and therefore they are classified as Level 3.
Impaired loans are reported at fair value using the present value of expected cash flows. For impairments based on cash flow methodology, the discount rate is based on observable inputs, however the determination of cash flows requires management’s judgment, and therefore they are classified as Level 3.
OREO assets have been valued using a market approach. The values were determined using market prices or similar real estate assets based on an independent appraisal, and adjusted for estimated selling costs. These estimates require management’s judgment, and therefore they are classified as Level 3.
The Company discloses the fair value of financial instruments not measured at fair value on a recurring basis based on the exit price notion. Where quoted market prices are unavailable, fair values are estimated using discounted cash flow models based on observable inputs (Level 2) or unobservable inputs (Level 3). For further information on the Company's fair value methodology, refer to Note 21 - Fair Value of Financial Instruments to the annual Consolidated Financial Statements included in the Company's Registration Statement on Form S-1.
The estimated fair values of the Company’s financial instruments were as follows as of June 30, 2026 and December 31, 2025:
June 30, 2026
(in thousands) Carrying
Amount Estimated
Fair Value Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Financial assets:
Cash, cash equivalents and restricted cash $ 834,716 $ 834,716 $ 834,716 $ — $ —
Investment securities available-for-sale, at fair value 1,210,665 1,210,665 695,844 511,765 3,056
Investment securities held-to-maturity, at amortized cost 48,634 48,831 — 33,591 15,240
Loans held-for-sale, at fair value 54,379 54,379 — — 54,379
Loans held-for-sale, at lower of cost or fair value 411,095 411,146 — — 411,146
Loans held for investment, at fair value 3,481 3,481 — — 3,481
Loans held for investment, at amortized cost 5,541,251 5,547,241 — — 5,547,241
Other earning assets 50,479 46,745 — — 46,745
Accrued interest receivable 46,445 46,445 46,445 — —
Financial liabilities:
Time deposits $ 1,272,951 $ 1,274,054 $ — $ 1,274,054 $ —
Other deposits 5,992,884 5,992,884 5,992,884 — —
Subordinated debt, net 151,181 151,662 — 151,662 —
47
December 31, 2025
(in thousands) Carrying
Amount Estimated
Fair Value Quoted Prices in
Active Markets for
Identical Assets/
Liabilities
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Financial assets:
Cash, cash equivalents and restricted cash $ 648,715 $ 648,715 $ 648,715 $ — $ —
Investment securities available-for-sale, at fair value 1,254,887 1,254,887 958,347 291,065 5,475
Investment securities held-to-maturity, at amortized cost 48,834 50,475 — 34,936 15,539
Loans held-for-sale, at fair value 62,251 62,251 — — 62,251
Loans held-for-sale, at lower of cost or fair value 317,411 317,411 — — 317,411
Loans held for investment, at fair value 4,645 4,645 — — 4,645
Loans held for investment, at amortized cost 5,169,248 5,213,899 — — 5,213,899
Other earning assets 55,928 54,023 — — 54,023
Accrued interest receivable 55,155 55,155 55,155 — —
Financial liabilities:
Time deposits $ 1,423,136 $ 1,431,710 $ — $ 1,431,710 $ —
Other deposits 5,354,779 5,354,779 5,354,779 — —
Subordinated debt, net 151,003 146,547 — 146,547 —
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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.