First Western Financial Inc 10-K

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our financial statements and accompanying notes, including the Report of Independent Registered Public Accounting Firm, are set forth on pages F-1 to F-56 of this Annual Report on Form 10-K. Audited Financial Statements Description Page Number Reports of Independent Registered Public Accounting Firm (PCAOB ID: 173 ) F- 1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Income for the Years Ended December 31, 2024 and 2023 F- 5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024 and 2023 F- 6 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024 and 2023 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31,2024 and 2023 F- 8 Notes to Consolidated Financial Statements F- 10 87 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors First Western Financial, Inc. Denver, Colorado Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of First Western Financial, Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 7, 2025 expressed an unqualified opinion. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses (“ACL”) on Loans – Modeling Techniques and Qualitative Adjustments As disclosed in Notes 1 and 4 to the consolidated financial statements, as of December 31, 2024 the Company’s ACL on loans was $18.3 million and provision for credit losses on loans was $3.4 million for the year then ended. The Company primarily uses a discounted cash flow ("DCF") methodology using the amortized cost method (excluding interest) to calculate the ACL on loans, which the Company has applied to identified loan segments with similar risk characteristics. The methodology incorporates loan-level information with pool-level assumptions to produce individual expected cash flows for each loan within a segment. The forecasted pool-level assumptions are impacted by a mix of macroeconomic factors not limited to, but including gross domestic product, national unemployment rates, and housing price indices. The modeling technique selected requires management to use significant judgment and use subjective and complex measurements about matters that are inherently uncertain. Changes in the assumptions used in the estimate may not occur at the same rate, may not be consistent in across product types, and may have offsetting impacts to other changing variables and inputs, which could have a material effect on the Company’s financial results. F-1 Table of Contents The Company also utilizes qualitative adjustments to account for credit losses that are not inherently considered in the quantitative analyses. These adjustments are subjectively selected by management and are based on factors that are likely to cause estimated credit losses that differ from historical loss experience. The audit procedures performed over the modeling techniques used to develop the ACL model and qualitative adjustments have been identified as a critical audit matter due to the high degree of auditor judgment and significant audit effort including the use of internal credit and valuation specialists in evaluating the model due to its complexity. Our audit procedures to address this critical audit matter primarily included the following: • Tested the operating effectiveness of controls over the modeling techniques and qualitative adjustments used in the estimate for ACL on loans as of December 31, 2024, including: • The Company's ACL committee's oversight and approval of management's application of accounting policies, selection and implementation of modeling techniques, and evaluation of qualitative adjustments determined by management. • The Company’s ACL committee’s review and approval of the qualitative adjustments used, and the relevance and reliability of the data used therein. • Management’s controls over the completeness and accuracy of the data and reasonableness of such data utilized in the determination of ACL on loans. • Management's controls over third-party model validation and testing of model performance including the conceptual soundness and viability of the modeling techniques selected. • Substantively tested management’s application of the selected modeling techniques and qualitative adjustments used in the estimate for ACL on loans as of December 31, 2024, including: • Evaluated the appropriateness of the accounting policies, modeling techniques employed, including but not limited to evaluating their conceptual soundness and evaluated the reasonableness of significant assumptions and judgments used the evaluation of ACL on loans. • Evaluated the reasonableness of management’s assumptions and judgments used in the determination of the qualitative adjustments. • Evaluated the reliability and relevancy of data used as a basis for the qualitative adjustments. • Tested the completeness and accuracy of the data utilized in management’s ACL methodology to derive the ACL on loans. • Utilized internal valuation services as specialists to assist in evaluating the model performance, including conceptual soundness and viability of the modeling techniques deployed in the Company's ACL model. /s/ Crowe LLP We have served as the Company's auditor since 2013. Denver, Colorado March 7, 2025 F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors First Western Financial, Inc. Denver, Colorado Opinion on Internal Control over Financial Reporting We have audited First Western Financial Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements") and our report dated March 7, 2025 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report on Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Crowe LLP Denver, Colorado March 7, 2025 F-3 Table of Contents FIRST WESTERN FINANCIAL, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2024 2023 Assets Cash and cash equivalents: Cash and due from banks $ 9,770 $ 7,284 Interest-bearing deposits in other financial institutions 226,271 247,158 Total cash and cash equivalents 236,041 254,442 Held-to-maturity debt securities, net of allowance for credit losses of $ 71 and $ 71 (fair value of $ 68,161 and $ 66,617 ), respectively 75,724 74,102 Correspondent bank stock, at cost 5,864 7,155 Mortgage loans held for sale, at fair value 25,455 7,254 Loans held for sale, at fair value 251 — Loans (includes $ 7,283 and $ 13,726 measured at fair value, respectively) 2,425,565 2,530,915 Allowance for credit losses ( 18,330 ) ( 23,931 ) Loans, net 2,407,235 2,506,984 Premises and equipment, net 24,129 25,256 Accrued interest receivable 10,364 11,428 Accounts receivable 4,763 5,095 Other receivables 5,710 4,467 Other real estate owned, net 35,929 — Goodwill and other intangible assets, net 31,627 31,854 Deferred tax assets, net 3,079 6,407 Company-owned life insurance 16,961 16,530 Other assets 35,905 24,488 Total assets $ 2,919,037 $ 2,975,462 Liabilities Deposits: Noninterest-bearing $ 375,603 $ 482,579 Interest-bearing 2,138,606 2,046,460 Total deposits 2,514,209 2,529,039 Borrowings: Federal Home Loan Bank and Federal Reserve borrowings 57,038 125,711 Subordinated notes 52,565 52,340 Accrued interest payable 1,995 3,793 Other liabilities 40,908 21,841 Total liabilities 2,666,715 2,732,724 Shareholders' Equity Preferred stock - no par value; 10,000,000 shares authorized; 0 issued and outstanding — — Common stock - no par value; 90,000,000 shares authorized; 9,667,142 and 9,581,183 shares issued and outstanding as of December 31, 2024 and 2023, respectively — — Additional paid-in capital 193,585 192,894 Retained earnings 59,515 51,042 Accumulated other comprehensive loss ( 778 ) ( 1,198 ) Total shareholders’ equity 252,322 242,738 Total liabilities and shareholders’ equity $ 2,919,037 $ 2,975,462 See accompanying notes to consolidated financial statements. F-4 Table of Contents FIRST WESTERN FINANCIAL, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) Years Ended December 31, 2024 2023 Interest and dividend income: Loans, including fees $ 140,054 $ 135,429 Loans accounted for under the fair value option 636 1,335 Investment securities 2,658 2,463 Interest-bearing deposits in other financial institutions 8,840 5,711 Dividends, restricted stock 463 620 Total interest and dividend income 152,651 145,558 Interest expense: Deposits 82,541 65,460 Other borrowed funds 5,786 8,993 Total interest expense 88,327 74,453 Net interest income 64,324 71,105 Less: Provision for credit losses 1,933 10,355 Net interest income, after provision for credit losses 62,391 60,750 Non-interest income: Trust and investment management fees 19,193 18,788 Net gain on mortgage loans 4,912 2,826 Net loss on loans held for sale ( 105 ) ( 178 ) Bank fees 2,036 2,022 Risk management and insurance fees 1,664 919 Income on company-owned life insurance 431 378 Net loss on loans accounted for under the fair value option ( 999 ) ( 2,010 ) Unrealized loss recognized on equity securities ( 33 ) ( 22 ) Other 581 ( 775 ) Total non-interest income 27,680 21,948 Total income before non-interest expense 90,071 82,698 Non-interest expense: Salaries and employee benefits 45,040 45,202 Occupancy and equipment 8,282 7,597 Professional services 7,951 7,638 Technology and information systems 4,170 3,497 Data processing 4,179 4,539 Marketing 1,208 1,540 Amortization of other intangible assets 226 250 Other 7,436 5,374 Total non-interest expense 78,492 75,637 Income before income taxes 11,579 7,061 Income tax expense 3,106 1,836 Net income available to common shareholders $ 8,473 $ 5,225 Earnings per common share: Basic $ 0.88 $ 0.55 Diluted 0.87 0.54 See accompanying notes to consolidated financial statements. F-5 Table of Contents FIRST WESTERN FINANCIAL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Years Ended December 31, 2024 2023 Net income $ 8,473 $ 5,225 Other comprehensive income: Amortization of net unrealized loss for the reclassification of available-for-sale securities transferred to held-to-maturity included in interest income 501 354 Income tax effect ( 120 ) ( 93 ) Unrealized gain on cash flow hedge 52 77 Income tax effect ( 13 ) ( 19 ) Total other comprehensive income 420 319 Comprehensive income $ 8,893 $ 5,544 See accompanying notes to consolidated financial statements. F-6 Table of Contents FIRST WESTERN FINANCIAL, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except share amounts) Shares Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income/(Loss) Total Balance, January 1, 2023 9,495,440 $ 190,494 $ 51,887 $ ( 1,517 ) $ 240,864 Cumulative change in accounting principle (1) — — ( 5,319 ) — ( 5,319 ) Balance at January 1, 2023 (as adjusted for change in accounting principle) 9,495,440 190,494 46,568 ( 1,517 ) 235,545 Net income — — 5,225 — 5,225 Other comprehensive income, net of tax and reclassifications — — — 319 319 Dissolution of RSI entity — 751 ( 751 ) — — Settlement of share awards 73,483 ( 439 ) — — ( 439 ) Options exercised 12,260 245 — — 245 Stock-based compensation — 1,843 — — 1,843 Balance as of December 31, 2023 9,581,183 $ 192,894 $ 51,042 $ ( 1,198 ) $ 242,738 Net income — — 8,473 — 8,473 Other comprehensive income, net of tax and reclassifications — — — 420 420 Repurchase of common stock ( 5,501 ) ( 89 ) — — ( 89 ) Settlement of share awards 91,460 ( 706 ) — — ( 706 ) Stock-based compensation — 1,486 — — 1,486 Balance as of December 31, 2024 9,667,142 $ 193,585 $ 59,515 $ ( 778 ) $ 252,322 _____________________________ (1) Refer to Note 1 – Organization and Summary of Significant Accounting Policies for further information. See accompanying notes to consolidated financial statements. F-7 Table of Contents FIRST WESTERN FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2024 2023 Cash flows from operating activities Net income $ 8,473 $ 5,225 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Net amortization of investment securities ( 75 ) ( 14 ) Stock dividends received on correspondent bank stock ( 463 ) ( 620 ) Provision for credit losses 1,933 10,355 Net loss on loans held for sale 105 178 Net gain on mortgage loans ( 4,912 ) ( 2,826 ) Origination of mortgage loans held for sale ( 383,307 ) ( 276,045 ) Proceeds from mortgage loans 369,629 280,462 Loss on disposal of fixed assets — 8 Depreciation and amortization 2,565 2,377 Net amortization of purchase accounting adjustments 138 457 Deferred income tax expense 3,123 2,057 Income on company-owned life insurance ( 431 ) ( 378 ) Stock-based compensation 1,486 1,843 Provision for other real estate owned 1,107 — Unrealized loss recognized on equity securities 33 22 Net loss on loans accounted for under the fair value option 999 2,010 Net changes in operating assets and liabilities: Change in accounts receivable 550 ( 307 ) Change in accrued interest receivable and other assets ( 670 ) ( 4,513 ) Change in accrued interest payable and other liabilities ( 827 ) 1,589 Net cash (used in) provided by operating activities ( 544 ) 21,880 Cash flows from investing activities Activity in held-to-maturity debt securities: Maturities, prepayments, and calls 8,736 7,243 Purchases ( 9,782 ) — Purchases of correspondent bank stock ( 6,865 ) ( 40,819 ) Redemption of correspondent bank stock 8,619 41,394 Contributions to low-income housing tax credit investments ( 803 ) ( 1,140 ) Loan and note receivable originations and principal collections, net 85,426 ( 110,151 ) Purchases of premises and equipment ( 1,213 ) ( 2,347 ) Proceeds from loans held for sale previously classified as loans held for investment 5,582 40,602 Purchase of loans ( 23,259 ) ( 1,173 ) Net cash provided by (used in) investing activities 66,441 ( 66,391 ) Cash flows from financing activities Net change in deposits ( 14,830 ) 123,810 Payments to Federal Home Loan Bank borrowings ( 276,201 ) ( 1,572,743 ) Proceeds from Federal Home Loan Bank borrowings 240,026 1,482,419 Payments to Federal Reserve borrowings ( 42,498 ) ( 292,511 ) Proceeds from Federal Reserve borrowings 10,000 361,660 Repurchase of common stock ( 89 ) — Proceeds from the exercise of stock options — 245 Cash paid for withholding taxes on share-based awards ( 706 ) ( 439 ) Net cash (used in) provided by financing activities ( 84,298 ) 102,441 Net change in cash and cash equivalents ( 18,401 ) 57,930 Cash and cash equivalents, beginning of year 254,442 196,512 Cash and cash equivalents, end of period $ 236,041 $ 254,442 F-8 Table of Contents FIRST WESTERN FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) Years Ended December 31, 2024 2023 Supplemental cash flow information: Interest paid on deposits and borrowed funds $ 90,125 $ 71,785 Income tax payment 93 2,907 Cash paid for lease liabilities 3,576 3,531 Supplemental noncash disclosures: Transfer of loans held for investment to loans held for sale 5,834 39,221 Adoption of ASU 2016-13, net of tax — 5,319 Dissolution of RSI entity — 751 Lease right-of-use-asset obtained in exchange for lease liabilities 12,619 2,992 Transfers from loans, net of participations, to other real estate owned 27,390 — See accompanying notes to consolidated financial statements. F-9 Table of Contents FIRST WESTERN FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business and Basis of Presentation : The consolidated financial statements include the accounts of First Western Financial, Inc. ("FWFI"), incorporated in Colorado on July 18, 2002, and its direct and indirect wholly-owned subsidiaries listed below (collectively referred to as the "Company," "we," "us," or "our"). FWFI is a bank holding company with financial holding company status registered with the Board of Governors of the Federal Reserve System. FWFI wholly owns the following subsidiary: First Western Trust Bank (the "Bank"). The Bank wholly owns First Western Merger Corporation ("Merger Corp."), which is therefore indirectly wholly-owned by FWFI. RRI, LLC ("RRI"), which was wholly owned by the Bank, was dissolved on February 3, 2023. Ryder, Stilwell Inc. ("RSI"), which was wholly owned by FWFI, was dissolved on March 21, 2023. The Company provides a fully-integrated suite of wealth management services including private banking, personal trust, investment management, mortgage loans, and institutional asset management services to individual and corporate clients principally in Colorado (metro Denver, Aspen, Boulder, Fort Collins, Loveland, and Vail Valley), Arizona (Phoenix and Scottsdale), California (Century City), Montana (Bozeman), and Wyoming (Jackson Hole, Pinedale, Rock Springs, and Cheyenne). The Company’s revenues are generated from its full range of product offerings as noted above, but principally from net interest income (the interest income earned on the Bank’s assets net of funding costs), fee-based wealth advisory, investment management, asset management and personal trust services, and net gains earned on mortgage loans. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") for financial information, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and where applicable, reporting practices prescribed for the banking and investment advisory industries. Consolidation : The Company’s policy is to consolidate all majority-owned subsidiaries in which it has a controlling financial interest and variable-interest entities where the Company is deemed to be the primary beneficiary. All material intercompany accounts and transactions have been eliminated in consolidation. Business Combinations and Divestitures : Business combinations are accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total consideration transferred in connection with the acquisition is allocated to the tangible and intangible assets acquired, liabilities assumed, and any non-controlling interest in the acquired entity based on fair values. Goodwill acquired in connection with business combinations represents the excess of consideration transferred over the net tangible and identifiable intangible assets acquired. Certain assumptions and estimates are used in evaluating the fair value of assets acquired and liabilities assumed. These estimates may be affected by factors such as changing market conditions or changes in government regulations. Use of Estimates : To prepare financial statements in conformity with GAAP, manageme nt makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the consolidated financial statements and the disclosures provided, and actual results could differ. Information available which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, and changes in the financial condition of borrowers. Material estimates that are particularly susceptible to significant change include: the determination of the allowance for credit losses, the evaluation of goodwill impairment, and the fair value of certain financial instruments. Concentration of Credit Risk : Most of the Company’s lending activity is to clients located in and around metro Denver, Aspen, Fort Collins, Loveland, Boulder, and Vail, Colorado; Phoenix and Scottsdale, Arizona; Bozeman, Montana; and Jackson, Cheyenne, Pinedale, and Rock Springs, Wyoming. The Company does not believe it h as significant concentrations in any one industry or customer. As of December 31, 2024 and December 31, 2023, 78.9 % a nd 76.1 %, respectively, of the Company’s loan portfolio was secured by real estate collateral. Declines in real estate values in the primary markets the Company operates in could negatively impact the Company. Cash and Cash Equivalents : Cash and cash equivalents include cash on hand, deposits at other financial institutions with original maturities fewer than 90 days, and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, and federal funds purchased and repurchase agreements. F-10 Table of Contents Investment Securities : Investments for which we have the intent and ability to hold to their maturity are classified as held-to-maturity debt securities and are recorded at amortized cost. Held-to-maturity debt securities are carried at cost, adjusted for the amortization of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity. Net purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities, without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Equity mutual funds are recorded at fair value within the Other assets line of the Consolidated Balance Sheets with changes recorded in the Unrealized loss recognized on equity securities line of the Consolidated Statements of Income. The Company invests in projects to create affordable housing. These investments are classified as Other assets on the Consolidated Balance Sheets. Investments in affordable housing projects that qualify for low-income housing tax credits ("LIHTC") are accounted for using the proportional amortization method. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the tax credits and other benefits received and recognized as a component of applicable income tax expense in the Consolidated Statements of Income. ACL - Held-to-maturity (“HTM”) debt securities : On January 1, 2023, the Company adopted FASB ASU 2016-13, Financial Instruments - Credit Losses, which significantly changed the allowance for credit loss accounting policies for debt securities. The following debt securities and allowance for credit loss accounting policies are presented under Accounting Standards Codification (“ASC”) Topic 326. The majority of our held-to-maturity investment portfolio consists of securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. With respect to these securities, we consider the risk of credit loss to be zero and, therefore, we have elected the practical expedient to not record an ACL for these securities. The Company's non-government backed securities include private label collateralized mortgage obligations ("CMO") and mortgage-backed securities ("MBS") debt securities and corporate bonds. Private label refers to private institutions such as brokerage firms, banks, and home builders, that also securitize mortgages. Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. Accrued interest receivable on held-to-maturity debt securities is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management reviewed the collectability of CMO and MBS debt securities and corporate bonds taking into consideration factors such as the asset quality and delinquencies of the issuers. Correspondent Bank Stock : Correspondent bank stock includes stock in the Federal Home Loan Bank of Topeka ("FHLB"), Federal Reserve Bank ("FRB"), and Bankers’ Bank of the West ("BBW"), which are considered restricted securities because the Company may be required to hold the stock in order to maintain the correspondent banking relationship with these institutions. No ready market exists for the FHLB and FRB stock and therefore, no quoted market values exist. For financial reporting purposes, the FHLB and FRB stock is carried at cost, classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value. The BBW stock is carried at fair value. No impairment was recorded as of December 31, 2024 and 2023. Both cash and stock dividends are reported as income when received. Mortgage Loans Held for Sale : Mortgage loans held for sale generally consist of long-term, fixed rate, conforming, single-family residential real estate loans intended to be sold on the secondary market. Mortgage loans held for sale are recorded at fair value and are typically sold with servicing rights released. Changes in the fair values of mortgage loans held for sale are included in the Net gain on mortgage loans line of the Condensed Consolidated Statements of Income. Fair value elections are made at the time of origination based on the Company’s fair value election policy. Loans : Loans the Company has the intent and ability to hold for the foreseeable future, until maturity, or until payoff are reported at their outstanding unpaid principal balances, adjusted for charge-offs and recoveries, net of deferred costs (fees) and unamortized premiums/(unaccreted discounts), and the allowance for credit losses (unless accounted for under the fair value option). Interest income is accrued on unpaid principal balances. Fees received at origination, net of certain direct origination costs for providing loan commitments and letters of credit that result in loans, are deferred and amortized to interest income over the life of the related loan or until payoff, at which time the remaining unamortized fee is recorded as interest income. Fees, net of certain direct origination costs on commitments and letters of credit, are amortized to interest income over the commitment period. F-11 Table of Contents The Company assigns a Credit Risk Rating ("CRR") to each loan in the portfolio. The Company's risk grading system is consistent with the grades used by regulatory agencies. The CRR is assessed whenever new information impacting the loan is received and factors impacting the CRR are not always related to financial metrics, including; industry, economy, management, competition and business model changes. The Company's risk ratings are summarized into the following categories; pass, special mention, substandard, and doubtful. See Note 4 - Loans and the Allowance for Credit Losses for definitions of these risk ratings. The following summarizes our loan portfolio by type of loan and the associated risks. • Cash, Securities and Other— consists of consumer and commercial purpose loans that are primarily secured by securities managed and under custody with us, cash on deposit with us or life insurance policies. In addition, loans in this portfolio are collateralized with other sources of collateral. This segment of our portfolio is affected by a variety of local and national economic factors affecting borrowers’ employment prospects, income levels, and overall economic sentiment. PPP loans that are fully guaranteed by the SBA are classified within this line item and had balances of $ 2.0 million and $ 4.2 million as of December 31, 2024 and 2023, respectively. • Consumer and Other— consists of unsecured consumer loans. This segment of our portfolio is affected by a variety of local and national economic factors affecting borrowers’ employment prospects, income levels, and overall economic sentiment. Loans held for investment accounted for under the fair value option are also classified within this line item and had an unpaid principal balance of $ 7.5 million and $ 14.1 million as of December 31, 2024 and December 31, 2023, respectively. • Construction and Development —consists of loans to finance the construction of residential and non-residential properties. These loans are dependent on the strength of the industries of the related borrowers and the risks consistent with construction projects. • 1-4 Family Residential— consists of loans and home equity lines of credit secured by 1-4 family residential properties. These loans typically enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. In addition, some borrowers secure a commercial purpose loan with owner occupied or non-owner occupied 1-4 family residential properties. Loans in this segment are dependent on the industries tied to these loans as well as the national and local economies, and local residential and commercial real estate markets. • Commercial Real Estate, Owner Occupied and Non-Owner Occupied —consists of commercial loans collateralized by real estate. These loans may be collateralized by owner occupied or non-owner occupied real estate, as well as multi-family residential real estate. These loans are dependent on the strength of the industries of the related borrowers and the success of their businesses. • Commercial and Industrial —consists of commercial and industrial loans, including working capital lines of credit, permanent working capital term loans, business asset loans, acquisition, expansion and development loans, and other loan products, primarily in our target markets. This portfolio primarily consists of term loans and lines of credit which are dependent on the strength of the industries of the related borrowers and the success of their businesses. MSLP loans of $ 1.7 million and $ 5.1 million as of December 31, 2024 and 2023, respectively, are included in this category. Past Due Loans : The accrual of interest on loans is discontinued at the time the loan becomes 90 days delinquent unless the loan is well secured and in the process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged off if collection of interest or principal is considered doubtful. Interest accrued but not collected is charged off against interest income at the time a loan is placed on non-accrual status. The interest collected on non-accrual loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans can be returned to accrual status when there is a sustained period of repayment performance (usually six-months or longer) and the collectability of future payments is reasonably assured. Allowance for Credit Losses (“ACL”) loans : On January 1, 2023, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses, which significantly changed the loan and allowance for credit loss accounting policies. The following loan and allowance for credit loss accounting policies are presented under Accounting Standards Codification ("ASC") Topic 326. F-12 Table of Contents The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The ACL excludes loans held for sale and loans accounted for under the fair value option. The Company elected to not measure an ACL for accrued interest receivables, as we write off applicable accrued interest receivable balances in a timely manner when a loan is placed on non-accrual status, in which any accrued but uncollected interest is reversed from current income. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Actual Company and regional peer historical credit loss experience provides the basis for the estimation of expected credit losses. The Company identified and grouped portfolio segments based on risk characteristics and underlying collateral. The call code for each financial asset type was assessed and, expanded for certain call codes into separate segments based on risk characteristics. The ACL for pooled loans are estimated using a discounted cash flow (“DCF”) methodology using the amortized cost basis (excluding interest) for all loans modeled within a performing pool of loans. The DCF analysis pairs loan-level term information, for example, maturity date, payment amount, interest rate, with top-down pool assumptions such as default rates, prepayment speeds, to produce individual expected cash flows for every instrument in the segment. The results are then aggregated to produce segment level results and reserve requirements for each segment based on similar risk characteristics. The quantitative DCF model also incorporates forward-looking macroeconomic information over a reasonable and supportable period of four quarters. Subsequent to the four quarter period, the Company reverts to its historical loss rate and historical prepayment and curtailment speeds on a straight-line basis over a four quarter reversion period. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications. Annually the Company performs a rate study which updates the prepayment and curtailment rates used in the DCF model. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the pooled loan evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Qualitative adjustments to historical loss data are made based on management’s assessment of the risks that may lead to a future credit loss or differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, changes in environmental and economic conditions, or other relevant factors. ACL - off-balance sheet credit exposures : The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The ACL on off-balance sheet credit exposures is adjusted through the Provision for credit losses and is recorded in Other liabilities. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The probability of funding is based on historical utilization statistics for unfunded loan commitments. The loss rates used are calculated using the same assumptions as the associated funded balance. Modifications : On January 1, 2023, the Company adopted FASB ASU 2022-02, Financial Instruments - Credit Losses, Troubled Debt Restructurings and Vintage Disclosures, which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) by creditors in Accounting Standard Codification (“ASC”) Subtopic 310-40, and enhanced the disclosure requirements for certain loan refinancing and restructures by creditors when a borrower is experiencing financial difficulty. The company identifies modifications to borrowers experiencing financial difficulty as a loan that has been modified for the borrower that is experiencing financial difficulties. The Company considers some of the indicators that a borrower is experiencing financial difficulty to be: currently in payment default on any of their debt, declaring bankruptcy, going concern, and other indicators of inability to meet obligations. This list does not include all potential indicators of a borrower’s financial difficulties. The allowance for credit losses on loans that are considered modifications to borrowers experiencing financial difficulty are measured using the same method as all other loans held for investment. Transfers of Financial Assets : Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. F-13 Table of Contents Premises and Equipment : Premises and equipment are carried at cost, net of accumulated depreciation, with the exception of artwork and land, which are carried at cost. The Company owns land and three buildings located in Wyoming. The buildings are depreciated over their useful life, ranging from 25 to 50 years. Leasehold improvements are depreciated using the straight-line method and recognized over the shorter of the lease term or estimated useful lives of the assets, ranging from 7 to 15 years. Furniture/equipment and software are depreciated using the straight-line method and recognized over the estimated useful lives of the assets, ranging from 3 to 7 years. Accounts Receivable : Accounts receivable primarily represents the billed but unpaid fees from trust and investment advisory services owed by clients, which are typically calculated as a percentage of average invested balances. The majority of the Company’s investment advisory clients are billed quarterly in arrears based on the daily average balance in the client’s trust or investment accounts for that quarter. Other Receivables : Other accounts receivables represents miscellaneous receivables that are not presented separately in the Consolidated Balance Sheets. Other Real Estate Owned ("OREO") : Property acquired by foreclosure or deed-in-lieu of foreclosure is initially recorded at fair value less estimated selling cost at acquisition date, establishing a new cost basis. The Company is considered to have received physical possession of real estate property collateralizing a loan upon the occurrence of either the Company obtaining legal title to the property or the borrower conveying all interest in the property through a deed-in-lieu or similar agreement. Fair value is determined as the amount that could be reasonably expected in a current sale between a willing buyer and a willing seller in an orderly transaction between market participants at the measurement date. Subsequent to the initial acquisition, if the fair value of the asset, less estimated selling cost, is less than the cost of the property, a loss is recognized within non-interest expense and the asset carrying value is reduced. Gain or loss on disposition of OREO is recorded in non-interest income. In determining the fair value of the properties on the date of transfer and any subsequent estimated losses of net realizable value, the fair value of other real estate acquired by foreclosure or deed-in-lieu of foreclosure is determined primarily based upon appraisal or evaluation of the underlying property value. Goodwill and Other Intangible Assets : Goodwill represents the excess of purchase price over the fair value of net identifiable tangible and intangible assets acquired in business combinations. The Company has acquired other identifiable intangible assets, primarily consisting of customer relationships, non-competition agreements, and recorded goodwill through its acquisition of financial services companies. Goodwill and other indefinite-lived intangible assets are not amortized, but are tested for impairment at the reporting unit level at least annually by applying a fair value-based test using discounted estimated future net cash flows. The Company has selected October 31 as the date to perform its annual impairment tests. Impairment exists when the carrying amount of the goodwill and other intangible assets exceeds their estimated fair values. Impairment losses, if any, are recognized as a charge to non-interest expense and an adjustment to the carrying value of the goodwill or other intangible assets. Subsequent reversals of impairment charges are prohibited. Goodwill is the only intangible asset with an indefinite life on the Company’s Consolidated Balance Sheets. Other definite-lived intangible assets, including customer relationship intangibles, are amortized on an accelerated basis over periods representing the estimated remaining lives of the assets of one to ten years and are evaluated for impairment when events or changes in circumstances indicate the carrying values of such assets may not be recoverable. As of December 31, 2024, the Company believes the carrying value of its goodwill not to be impaired and other intangible assets to be recoverable. Company-Owned Life Insurance : The Company has purchased life insurance policies on certain current and former officers and key employees. Company-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable a t settlement. F-14 Table of Contents Leases : Leases represent a contract that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. The Company leases certain identified assets from third parties. Leases in which the Company is determined to be the lessee are primarily operating leases. Leases in which the Company is determined to be the lessor are considered operating leases and consist of the partial lease of Company owned buildings. Operating leases are included in the Other assets and Other liabilities line items of the Consolidated Balance Sheets and lease expense for lease payments is recognized on a straight-line basis over the lease term. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. An ROU asset represents the right to use the underlying asset for the lease term and also includes any direct costs and payments made prior to lease commencement and excludes lease incentives. When an implicit rate is not available, an incremental borrowing rate based on the information available at commencement date is used in determining the present value of the lease payments. A lease term may include an option to extend or terminate the lease when it is reasonably certain the option will be exercised. Short-term leases of 12 months or less are excluded from accounting guidance; as a result, the lease payments are recognized on a straight-line basis over the lease term and the leases are not reflected on the Company’s Consolidated Balance Sheets. Renewal and termination options are considered when determining short-term leases. Leases are accounted for on an individual lease level. Rent holidays and rent escalations are recognized on a straight-line basis to lease expense over the lease term. The landlord/tenant incentives are recorded as a reduction to the right of use asset and depreciated on a straight line basis over the remaining lease term once the assets are placed in service. Derivatives : At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness of a hedge. These three types are as follows: • Fair Value Hedge: a hedge of the fair value of a recognized asset or liability or an unrecognized firm commitment. For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change. • Cash Flow Hedge: a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transactions affect earnings. • Stand-alone derivative: an instrument with no hedging designation. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement in the same line as the cash flows of the items being hedged. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitments is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended. The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. All of the contracts to which the Company is a party settle monthly or quarterly. In addition, the Company obtains collateral above certain thresholds of the fair value of its derivatives for each dealer counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business. F-15 Table of Contents Mort gage Banking Derivatives : Commitments to fund mortgage loans, interest rate lock commitments ("IRLC") and forward sale commitments ("FSC"), to be sold in the secondary market for the future delivery of these loans are accounted for as free standing derivatives. The fair value of the IRLC is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for the expected exercise of the commitment before the loan is funded. The Company sells mortgage loans to third party investors at the best execution available which includes best efforts, mandatory, and bulk bids. Loans committed under mandatory or bulk bid are considered FSC and qualify as financial derivatives. Fair values of these mortgage derivatives are estimated based on the change in the loan pricing from the date of the commitment to the period end date for any unsettled commitments. Changes in the fair values of these derivatives are included in the Net gain on mortgage loans line of the Consolidated Statements of Income. In order to manage the interest rate risk on our uncommitted IRLC and mortgage loans held for sale pipeline, the Company enters into mortgage derivative financial instruments called To Be Announced ("TBA"), which we refer to as forward commitments. TBA agreements are forward contracts to purchase mortgage backed securities that will be issued by a US Government Sponsored Enterprise. The Bank purchases or sells these derivatives to offset the changes in value of our mortgage loans held for sale and IRLC adjusted pipeline where we have exposure to interest rate volatility. Changes in the fair values of these derivatives are included in the Net gain on mortgage loans line of the Consolidated Statements of Income. Deposits : Deposit products include money market accounts, demand deposit accounts, time-deposit accounts (typically certificates of deposit), interest checking accounts, and savings accounts. Our accounts are federally insured by the FDIC up to the legal maximum amount. Deposit Concentrations : Total deposits have some concentration through third party networks or sources. As of December 31, 2024, $ 963.2 million or 38.3 % of Total deposits were made up of reciprocal deposits and $ 134.5 million or 5.4 % were sourced through deposit brokers. As of December 31, 2024, 32.0 % of our total deposits consisted of our 10 largest depositors. Borrowings : Short-term and long-term borrowing sources utilized to supplement deposits and meet liquidity needs. A blanket pledge and security agreement is in place with FHLB that requires certain loans and securities to be pledged as collateral for any outstanding borrowings under the agreement. Our borrowing facilities include various financial and other covenants, including, but not limited to, a requirement that the Bank maintains regulatory capital that is deemed "well capitalized" by federal banking agencies. Bank Term Funding Program : On March 12, 2023, in response to two large bank failures, the Federal Reserve Board announced it would make additional funding available to eligible depository institutions to help assure banks have the ability to meet the needs of depositors. The additional funding was made available through the creation of a new Bank Term Funding Program (“BTFP”), offering loans of up to one year in length to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and mortgage-backed securities, and other qualifying assets valued at par as collateral. The BTFP was meant to be an additional resource of liquidity against high-quality securities, eliminating an institutions need to quickly sell those securities in times of stress. See Note 9 – Borrowings for details on the Company’s borrowings. Loan Commitments and Related Financial Instruments : Financial instruments include off-balance sheet credit instruments, such as unused lines of credit, commitments to make loans and commercial and standby letters of credit. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Loss Contingencies : Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the consolidated financial statements. Stock-Based Compensation : The Company has stock-based compensation plans that provide for the granting of stock options, restricted stock awards, restricted stock units and performance stock units to associates and non-associate directors who perform services for the Company. The Company estimates the fair value of its stock option awards on the date of grant using the Black-Scholes option-pricing model. The Company determines the fair value of the restricted and performance stock units as well as restricted stock awards based on the estimated market value of the underlying shares at the date of grant. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. The Company’s policy is to recognize forfeitures as they occur. F-16 Table of Contents Income Taxes : Income tax expense is the total of the current year income tax due and the change in the deferred tax assets and liabilities. Deferred income tax assets and liabilities are determined using the liability method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of temporary differences between the book and tax basis of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions when it is more-likely-than-not, based on the technical merits of the position, the tax position will be sustained upon examination, including the resolution of any appeals or litigation. Tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon resolution. The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments have historically been minimal and immaterial to financial results. The Company classifies interest and penalties, if any, as a component of income tax expense. Comprehensive Income : Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available-for-sale, net of taxes, which subsequent to being transferred to held-to-maturity debt securities, are amortized with an offsetting entry to interest income as a yield adjustment through earnings over the remaining term of the securities. Other comprehensive income also includes unrealized gains and losses on cash flow hedges, net of taxes, which are also recognized as a separate component of equity. Earnings per Common Share : Earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding during each period. See Note 12 – Earnings Per Common Share for the common share equivalents that have been included and excluded from the calculation of earnings per common share. Fair Value of Financial Instruments : Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 16 – Fair Value. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates. Operating Segments : Operating segments are components of a Company where the chief operating decision maker regularly reviews separate financial information to evaluate performance and decide how to allocate resources. Management has determined that the Company's reportable segments consist of Wealth Management and Mortgage. The Company measures the overall profitability of operating segments based on income before income tax. See Note 18 – Segment Reporting for further discussion. Revenue Recognition : In accordance with the Financial Accounting Standards Board ("FASB"), Revenue Contracts with Customers ("Topic 606"), trust and investment management fees are earned by providing trust and investment services to customers. The Company’s performance obligation under these contracts is satisfied over time as the services are provided. Fees are recognized monthly based on the average monthly value of the assets under management and the corresponding fee rate based on the terms of the contract. No performance based incentive fees were earned with respect to investment management contracts for the years ended December 31, 2024 and 2023. Receivables are recorded on the Consolidated Balance Sheets in the Accounts receivable line item. Income related to trust and investment management fees, bank fees, and risk management and insurance fees on the Consolidated Statements of Income for the years ended December 31, 2024 and 2023 are considered in scope of Topic 606. Transition of LIBOR to an Alternative Reference Rate : In July 2017, the United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate ("LIBOR"), announced that after 2022 it will no longer persuade or compel banks to submit rates for the calculation of LIBOR. In response, the Federal Reserve Board and the Federal Reserve Bank of New York convened the Alternative Reference Rates Committee and on February 27, 2023 the Federal Reserve Board adopted a final rule establishing the Secured Overnight Financing Rate ("SOFR") as the replacement rate index for LIBOR. SOFR is based on a broad segment of the overnight Treasury repurchase market and is intended to be a measure of the cost of borrowing cash overnight collateralized by Treasury securities. On December 21, 2022, the FASB issued Accounting Standards Update (ASU) 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. On June 30, 2023, LIBOR ceased to be a representative index rate. ASU 2022-06 extends the period of time financial statement preparers can utilize the reference rate reform relief guidance through December 31, 2024. F-17 Table of Contents In general, the transition away from LIBOR may result in increased market risk, credit risk, operational risk, and business risk for the Company. The Company completed a LIBOR transition plan, which addressed governance, risk management, legal, operational, systems, fallback language, and other aspects of planning. The Company no longer originates LIBOR indexed loans and a s of December 31, 2023, all loans indexed to LIBOR were converted to the new index. Consumer indexed loans are being managed in accordance with Interagency Guidance. Reclassifications : Certain items in prior year financial statements were reclassified to conform to the current presentation. Such reclassifications had no impact on net income available to common shareholders or total shareholders’ equity. Recently adopted accounting pronouncements : The following reflect recent accounting pronouncements that have been adopted by the Company during the Company’s fiscal year ended December 31, 2024. On November 27, 2023, the FASB issued ASU 2023-07 Segment Reporting - Improvements to Reportable Segment Disclosures, which provided additional transparency into a company's reportable segments’ significant expenses on an interim and annual basis. This guidance was effective for companies with fiscal years beginning after December 14, 2023 and interim periods with fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 on January 1, 2024 on a retrospective approach. Refer to Note 18 - Segment Reporting for additional information. Recently issued accounting pronouncements, not yet adopted : The following reflects recently issued accounting pronouncements and the impact thereof to the Company. On December 14, 2023, the FASB issued ASU 2023-09 Income Taxes - Improvements to Income Tax Disclosures, which enhances a company's income tax disclosures to include additional information related to rate reconciliations and income taxes paid. This guidance is effective for companies with fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt this standard beginning January 1, 2025. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. On November 4, 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires companies to disclose additional information about certain expenses. This guidance is effective for companies with fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt this standard beginning January 1, 2027. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact. NOTE 2 – DEBT SECURITIES The following presents the amortized cost, fair value, and allowance for credit losses of debt securities held-to-maturity and the corresponding amounts of gross unrecognized gains and losses as of the date noted (dollars in thousands): December 31, 2024 Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Fair Value Allowance for Credit Losses Debt securities held-to-maturity: U.S. Treasury debt $ 246 $ — $ ( 4 ) $ 242 $ — Corporate bonds 23,578 — ( 2,801 ) 20,777 ( 71 ) Government National Mortgage Association ("GNMA") MBS – residential 31,361 — ( 3,383 ) 27,978 — Federal National Mortgage Association ("FNMA") MBS – residential 12,011 — ( 689 ) 11,322 — Government collateralized mortgage obligations ("GMO") and MBS – commercial 5,075 5 ( 483 ) 4,597 — Corporate CMO and MBS 3,524 — ( 279 ) 3,245 — Total debt securities held-to-maturity $ 75,795 $ 5 $ ( 7,639 ) $ 68,161 $ ( 71 ) F-18 Table of Contents December 31, 2023 Amortized Cost Gross Unrecognized Gains Gross Unrecognized Losses Fair Value Allowance for Credit Losses Debt securities held-to-maturity: U.S. Treasury debt $ 253 $ — $ ( 11 ) $ 242 $ — Corporate bonds 23,687 — ( 3,020 ) 20,667 ( 71 ) GNMA mortgage-backed securities – residential 34,579 — ( 3,410 ) 31,169 — FNMA mortgage-backed securities – residential 6,035 — ( 509 ) 5,526 — Government GMO and MBS – commercial 5,836 9 ( 377 ) 5,468 — Corporate CMO and MBS 3,783 — ( 238 ) 3,545 — Total debt securities held-to-maturity $ 74,173 $ 9 $ ( 7,565 ) $ 66,617 $ ( 71 ) Net accretion of premiums and discounts related to held-to-maturity debt securities during each of the years ended December 31, 2024 and 2023 totaled $ 0.1 million and $ 0.0 million, respectively, and is included in Net interest income in the Consolidated Statements of Income. As of December 31, 2024, the amortized cost and estimated fair value of held-to-maturity debt securities have contractual maturity dates shown in the table below (dollars in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately. December 31, 2024 Amortized Cost Fair Value Due within one year $ — $ — Due between one year and five years 4,241 4,015 Due between five years and ten years 19,410 16,844 Due after ten years 173 160 Securities (CMO and MBS) 51,971 47,142 Total $ 75,795 $ 68,161 In 2022, the Company committed $ 6.0 million in total to two bank technology funds. During the year ended December 31, 2024 and 2023, the Company made $ 0.5 million and $ 0.8 million in contributions to the partnerships, respectively. During the year ended December 31, 2024 and 2023, the Company received a $ 0.3 million and $ 0.1 million return on investment from the partnerships, respectively. As of December 31, 2024 and 2023, the Company held a balance of $ 2.5 million and $ 2.0 million, respectively, which is included in Other assets in the accompanying Consolidated Balance Sheets. The Company may be obligated to invest up to an additional $ 3.5 million in future contributions. In 2014, the Company began investing in a small business investment company ("SBIC") fund administered by the Small Business Administration. The Company made $ 0.2 million and $ 0.2 million in contributions to the SBIC fund during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the Company held a balance of $ 2.4 million and $ 2.2 million, respectively, in the SBIC fund, which is included in Other assets in the accompanying Consolidated Balance Sheets. The Company may be obligated to invest up to an additional $ 0.6 million in future SBIC investments. As of December 31, 2024, securities with market values totaling $ 31.1 million were pledged to secure various public deposits and credit facilities of the Company. As of December 31, 2023, securities with carrying values of $ 45.1 million were pledged to secure various public deposits and credit facilities of the Company, including $ 39.3 million pledged under the BTFP program (refer to Note 1 – Organization and Summary of Significant Accounting Policies for more information on the BTFP program). As of December 31, 2024 and 2023, there were no holdings of debt securities of any one issuer, other than the U.S. Government sponsored entities and agencies, in an amount greater than 10 % of shareholders’ equity. The Company did not sell any securities during the years ended December 31, 2024 or 2023. F-19 Table of Contents Allowance for Credit Losses for HTM Debt Securities Management measures expected credit losses on Held-to-maturity debt securities on a collective basis by major security type. The majority of our held-to-maturity investment portfolio consists of securities issued by U.S. government entities and agencies and we consider the risk of credit loss to be zero and, therefore, we do not record an ACL. The Company's non-government backed debt securities include private label CMO and MBS and corporate bonds. Accrued interest receivable on held-to-maturity debt securities totaled $ 0.3 million and $ 0.4 million at December 31, 2024 and 2023, respectively, and and is excluded from the estimate of credit losses. Refer to Note 1 – Organization and Summary of Significant Accounting Policies for additional information on the Company’s methodology on estimating credit losses. The following table presents the activity in the allowance for credit losses for Held-to-maturity debt securities by major security type for the years ended: Year Ended December 31, 2024 2023 (dollars in thousands) Corporate Bonds Corporate CMO Corporate Bonds Corporate CMO Allowance for credit losses: Beginning balance $ 71 $ — $ — $ — Impact of ASU 2016-13 adoption — — 71 — Provision for credit losses — — — — Securities charged-off (recoveries) — — — — Total ending allowance balance $ 71 $ — $ 71 $ — The Company monitors the credit quality of held-to-maturity debt securities on a quarterly basis. As of December 31, 2024, there were no held-to-maturity debt securities past due or on non-accrual. NOTE 3 – CORRESPONDENT BANK STOCK The following table presents the Company’s investments in correspondent bank stock, as of the dates noted: December 31, (dollars in thousands) 2024 2023 FHLB $ 5,828 $ 7,123 BBW 36 32 Total $ 5,864 $ 7,155 F-20 Table of Contents NOTE 4 – LOANS AND THE ALLOWANCE FOR CREDIT LOSSES The following table presents a summary of the Company’s loans at amortized cost as of the dates noted: December 31, (dollars in thousands) 2024 2023 Cash, Securities and Other $ 119,834 $ 139,947 Consumer and Other 17,482 27,028 Construction and Development 314,481 345,516 1-4 Family Residential 962,901 927,965 Non-Owner Occupied CRE 611,239 543,692 Owner Occupied CRE 172,019 195,861 Commercial and Industrial 220,326 337,180 Total 2,418,282 2,517,189 Allowance for credit losses ( 18,330 ) ( 23,931 ) Total, net 2,399,952 2,493,258 Loans accounted for under the fair value option (1) 7,283 13,726 Loans, net $ 2,407,235 $ 2,506,984 _____________________________ (1) Includes $ 7.5 million and $ 14.1 million of unpaid principal balance of loans held for investment measured at fair value as of December 31, 2024 and December 31, 2023 respectively. Includes fair value adjustments on loans held for investment accounted for under the fair value option. See Note 16 – Fair Value. As of December 31, 2024 and 2023, total loans held for investment included $ 164.3 million and $ 208.2 million, respectively, of performing loans purchased through mergers or acquisitions. As of December 31, 2024 the Cash, Securities, and Other portion of the loan portfolio included $ 2.0 million of SBA Paycheck Protection Program (“PPP”) loans, or 1.7 % of the total category. As of December 31, 2023, the Cash, Securities, and Other portion of the loan portfolio included $ 4.2 million of PPP loans, or 3.0 % of the total category. As of December 31, 2024, the Company’s Commercial and Industrial loans included one Main Street Lending Program (“MSLP”) loan with a net carrying amount of $ 1.7 million, or 0.8 % of the total category. This MSLP loan is risk rated pass. As of December 31, 2023, the Company’s Commercial and Industrial loans included three MSLP loans with the net carrying amount of $ 5.1 million, or 1.5 % of the total category. The following presents, by class, an aging analysis of the amortized cost basis in loans past due as of the date noted (dollars in thousands): December 31, 2024 30-59 Days Past Due 60-89 Days Past Due 90 or More Days Past Due Total Loans Past Due Current Total Amortized Cost Loans Accounted for Under the Fair Value Option (1) Total Loans Cash, Securities and Other $ — $ — $ 1,704 $ 1,704 $ 118,130 $ 119,834 $ — $ 119,834 Consumer and Other — — — — 17,482 17,482 7,283 24,765 Construction and Development — — — — 314,481 314,481 — 314,481 1-4 Family Residential 3,971 — — 3,971 958,930 962,901 — 962,901 Non-Owner Occupied CRE — — — — 611,239 611,239 — 611,239 Owner Occupied CRE 350 — — 350 171,669 172,019 — 172,019 Commercial and Industrial 4,999 — 10,870 15,869 204,457 220,326 — 220,326 Total $ 9,320 $ — $ 12,574 $ 21,894 $ 2,396,388 $ 2,418,282 $ 7,283 $ 2,425,565 F-21 Table of Contents December 31, 2023 30-59 Days Past Due 60-89 Days Past Due 90 or More Days Past Due Total Loans Past Due Current Total Amortized Cost Loans Accounted for Under the Fair Value Option (1) Total Loans Cash, Securities and Other $ — $ 76 $ 1,704 $ 1,780 $ 138,167 $ 139,947 $ — $ 139,947 Consumer and Other 676 11 7,504 8,191 18,837 27,028 13,726 40,754 Construction and Development — 1,500 — 1,500 344,016 345,516 — 345,516 1-4 Family Residential 1,093 — 2,722 3,815 924,150 927,965 — 927,965 Non-Owner Occupied CRE — — — — 543,692 543,692 — 543,692 Owner Occupied CRE — — 3,980 3,980 191,881 195,861 — 195,861 Commercial and Industrial 19,305 1,085 29,180 49,570 287,610 337,180 — 337,180 Total $ 21,074 $ 2,672 $ 45,090 $ 68,836 $ 2,448,353 $ 2,517,189 $ 13,726 $ 2,530,915 _____________________________ (1) Refer to Note 16 – Fair Value for additional information on the measurement of loans accounted for under the fair value option. As of December 31, 2024, the Company did not have any loans more than 90 days delinquent and accruing interest. As of December 31, 2023, the Company had one loan, totaling $ 0.3 million, in the 1-4 Family Residential portfolio that was more than 90 days delinquent and accruing interest. Loan Modifications GAAP requires that certain types of modifications of loans in response to a borrower’s financial difficulty be reported and include the following; (i) principal forgiveness, (ii) interest rate reduction, (iii) other than insignificant payment delay, (iv) term extension, or (v) any combination of the foregoing. The following table presents the amortized cost basis as of December 31, 2024 of loans modified to borrowers experiencing financial difficulty disaggregated by class of financing receivable and type of concession granted during the year ended December 31, 2024: (dollars in thousands) Principal forgiveness Interest rate reduction Term extension Combination: term extension and principal forgiveness Combination: term extension and interest rate reduction Total class of financing receivable Commercial and Industrial $ — $ — $ 967 $ — $ — 0.4 % Total $ — $ — $ 967 $ — $ — The following table presents the amortized cost basis as of December 31, 2023 of loans modified to borrowers experiencing financial difficulty disaggregated by class of financing receivable and type of concession granted during the year ended December 31, 2023: (dollars in thousands) Principal forgiveness Interest rate reduction Term extension Combination: term extension and principal forgiveness Combination: term extension and interest rate reduction Total class of financing receivable Commercial and Industrial $ — $ — $ 2,123 $ 183 $ — 0.7 % Total $ — $ — $ 2,123 $ 183 $ — F-22 Table of Contents The following table present the financial effect by type of modification made to borrowers experiencing financial difficulty during the periods noted: Year Ended December 31, 2024 2023 (dollars in thousands) Principal forgiveness Weighted average interest rate reduction Weighted average term extension Principal forgiveness Weighted average interest rate reduction Weighted average term extension Commercial and Industrial — — 5 months $ 185 — 9 months There were no loans that experienced a default during the years ended December 31, 2024 and 2023, subsequent to being granted a modification in the preceding twelve months. As a result of the COVID-19 pandemic, a loan modification program was designed and implemented to assist our clients experiencing financial stress resulting from the economic impacts caused by the global pandemic. The Company offered loan extensions, temporary payment moratoriums, and financial covenant waivers for commercial and consumer borrowers impacted by the pandemic who have a pass risk rating and have not been delinquent over 30 days on payments in the last 2 years prior to the loan modification. In 2021, the deferral period ended for all non-acquired loans previously modified and payments have resumed under the original terms. As of December 31, 2024 and 2023, the Company’s loan portfolio included 36 and 41 non-acquired loans, respectively, which were previously modified under the loan modification program, totaling $ 56.4 million and $ 71.3 million, respectively. Through the Teton Acquisition, the Company acquired loans which were previously modified. As of December 31, 2024 and 2023, there were 11 and 14 of these loans, respectively, totaling $ 2.5 million and $ 2.9 million, respectively. All loans modified in response to COVID-19 are classified as performing and pass rated as of December 31, 2024. These loans are included in the allowance for credit loss general reserve in accordance with ASU 2016-13. Non-Accrual Loans The accrual of interest on loans is discontinued at the time the loan becomes 90 days or more delinquent unless the loan is well secured and in the process of collection or renewal due to maturity. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged off if collection of interest or principal is considered doubtful. The following presents the amortized cost basis of loans on non-accrual status and loans past due over 89 days still accruing by class as of the date noted: December 31, 2024 (dollars in thousands) Non-accrual loans with no ACL Total non-accrual loans (1) Loans past due over 89 days still accruing Cash, Securities, and Other $ 1,704 $ 1,704 $ — Commercial and Industrial 10,870 11,048 — Total $ 12,574 $ 12,752 $ — _____________________________ (1) As of December 31, 2024, the Company had an allowance of $ 0.1 million on non-performing loans. December 31, 2023 (dollars in thousands) Non-accrual loans with no ACL Total non-accrual loans (1) Loans past due over 89 days still accruing Cash, Securities, and Other $ 1,704 $ 1,704 $ — Consumer and Other 4 7,504 — Construction and Development 2,719 2,719 — 1-4 Family Residential 578 3,016 285 Owner Occupied CRE — 3,980 — Commercial and Industrial 2,355 31,893 — Total $ 7,360 $ 50,816 $ 285 ____________________________ (1) As of December 31, 2023, the Company had an allowance of $ 3.8 million on non-performing loans. F-23 Table of Contents The Company recognized $ 0.0 million and $ 0.2 million of interest income on non-accrual loans during the years ended December 31, 2024 and 2023, respectively. Collateral Dependent Loans A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following presents the amortized cost basis of collateral-dependent loans, which are individually evaluated to determine expected credit losses, by class of loans as of the date noted: As of December 31, 2024 Collateral Dependent Loans (dollars in thousands) Secured by Real Estate Secured by Cash and Securities Secured by Other Total Cash, Securities, and Other $ — $ 1,704 $ — $ 1,704 Commercial and Industrial — — 12,015 12,015 Total $ — $ 1,704 $ 12,015 $ 13,719 As of December 31, 2023 Collateral Dependent Loans (dollars in thousands) Secured by Real Estate Secured by Cash and Securities Secured by Other Total Cash, Securities, and Other $ — $ 1,704 $ — $ 1,704 Consumer and Other — — 7,500 7,500 Construction and Development 2,719 — — 2,719 1-4 Family Residential 3,016 — — 3,016 Owner Occupied CRE 3,980 — — 3,980 Commercial and Industrial — — 31,893 31,893 Total $ 9,715 $ 1,704 $ 39,393 $ 50,812 Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. They are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than on an annual basis. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. In the year ended December 31, 2024, the Company recorded $ 37.0 million of OREO as a result of obtaining physical possession of foreclosed properties as partial consideration for amounts owed on non-performing loans related to an isolated loan relationship. During the quarter ended December 31, 2024, the Company recorded an OREO provision of $ 1.1 million. As of December 31, 2024, these OREO properties had a carrying amount of $ 35.9 million. As of December 31, 2023, the Company did not own any OREO properties. Operating expenses related to OREO were $ 0.2 million and $ 0.0 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, there were no loans secured by real estate in the process of foreclosure. Allowance for Credit Losses on Loans The Allowance for credit losses for loans is measured on the loan’s amortized cost basis, excluding interest receivable. Interest receivable excluded at December 31, 2024 and 2023 was $ 9.8 million and $ 10.8 million, respectively, presented in Accrued interest receivable on the Consolidated Balance Sheets. Refer to Note 1 – Organization and Summary of Significant Accounting Policies for additional information related to the Company’s methodology on estimated credit losses. F-24 Table of Contents The Allowance for credit losses for loans represents Management’s best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms, adjusted for expected prepayments when appropriate. Our quantitative discounted cash flow models use twelve-month economic forecasts including; housing price index (“HPI”), gross domestic product (“GDP”), and national unemployment. The $ 5.6 million decrease in Allowance for credit losses during the year ended December 31, 2024 was predominately due to net pay downs in the loan portfolio, modest HPI, GDP, and unemployment forecast improvements, and the migration of one loan relationship out of non-performing loans and into OREO, pay downs, and charge-offs. Allocation of a portion of the allowance for credit losses to one category of loans does not preclude its availability to absorb losses in other categories. The following table presents the gross loan activity in the allowance for credit losses by portfolio segment during the periods presented: (dollars in thousands) Cash, Securities and Other Consumer and Other Construction and Development 1-4 Family Residential Non-Owner Occupied CRE Owner Occupied CRE Commercial and Industrial Total Changes in allowance for credit losses for the year ended December 31, 2024: Beginning balance $ 961 $ 124 $ 7,945 $ 4,370 $ 2,325 $ 1,034 $ 7,172 $ 23,931 (Release of) provision for credit losses ( 551 ) 82 ( 2,761 ) 824 2,015 ( 380 ) 4,210 3,439 Charge-offs — ( 50 ) — — — — ( 9,352 ) ( 9,402 ) Recoveries — 29 — 6 — — 327 362 Ending balance $ 410 $ 185 $ 5,184 $ 5,200 $ 4,340 $ 654 $ 2,357 $ 18,330 (dollars in thousands) Cash, Securities and Other Consumer and Other Construction and Development 1-4 Family Residential Non-Owner Occupied CRE Owner Occupied CRE Commercial and Industrial Total Changes in allowance for credit losses for the year ended December 31, 2023: Beginning balance, prior to the adoption of ASU 2016-13 $ 1,198 $ 191 $ 2,025 $ 6,309 $ 3,490 $ 1,510 $ 2,460 $ 17,183 Impact of adopting ASU 2016-13 193 106 4,681 ( 2,808 ) ( 689 ) ( 104 ) 2,091 3,470 (Release of) provision for credit losses ( 430 ) ( 94 ) 1,239 856 ( 476 ) ( 372 ) 11,354 12,077 Charge-offs — ( 101 ) — — — — ( 8,737 ) ( 8,838 ) Recoveries — 22 — 13 — — 4 39 Ending balance $ 961 $ 124 $ 7,945 $ 4,370 $ 2,325 $ 1,034 $ 7,172 $ 23,931 Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans by credit risk on a quarterly basis. The Company uses the following definitions for risk ratings: Special Mention—Loans classified as special mention have a potential weakness or borrowing relationships that require more than the usual amount of management attention. Adverse industry conditions, deteriorating financial conditions, declining trends, management problems, documentation deficiencies or other similar weaknesses may be evident. Ability to meet current payment schedules may be questionable, even though interest and principal are still being paid as agreed. The asset has potential weaknesses that may result in deteriorating repayment prospects if left uncorrected. Loans in this risk grade are not considered adversely classified. F-25 Table of Contents Substandard—Substandard loans are considered "classified" and are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Loans in this category may be placed on non-accrual status and may individually be evaluated. Doubtful—Loans graded Doubtful are considered "classified" and have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable. However, the amount of certainty of eventual loss is not known because of specific pending factors. Loans accounted for under the fair value option are not rated. The following tables present the amortized cost basis of loans by credit quality indicator, by class of financing receivable, and year of origination for term loans as of December 31, 2024 and 2023. For revolving lines of credit that converted to term loans, if the conversion involved a credit decision, such loans are included in the origination year in which the credit decision was made. If revolving lines of credit converted to term loans without a credit decision, such lines of credit are included in the “Revolving lines of credit converted to term” column in the following table (dollars in thousands). Term Loans Amortized Cost by Origination Year December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Cash, Securities, and Other Pass $ 11,564 $ 6,123 $ 3,649 $ 13,157 $ 5,143 $ 13,912 $ 64,582 $ 118,130 Special mention — — — — — — — — Substandard — — — — — — 1,704 1,704 Doubtful — — — — — — — — Total Cash, Securities, and Other $ 11,564 $ 6,123 $ 3,649 $ 13,157 $ 5,143 $ 13,912 $ 66,286 $ 119,834 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer and Other Pass $ 3,587 $ 4 $ 1,518 $ 355 $ 380 $ 548 $ 11,090 $ 17,482 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Not rated (1) 1 — 6,215 940 71 56 — 7,283 Total Consumer and Other $ 3,588 $ 4 $ 7,733 $ 1,295 $ 451 $ 604 $ 11,090 $ 24,765 Current year-to-date gross write-offs $ — $ 1 $ — $ — $ 10 $ 39 $ — $ 50 Construction and Development Pass $ 48,872 $ 58,224 $ 191,874 $ 992 $ 9,395 $ — $ 839 $ 310,196 Special mention — — — — — — — — Substandard 469 3,816 — — — — — 4,285 Doubtful — — — — — — — — Total Construction and Development $ 49,341 $ 62,040 $ 191,874 $ 992 $ 9,395 $ — $ 839 $ 314,481 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — 1-4 Family Residential Pass $ 98,612 $ 89,537 $ 351,026 $ 126,116 $ 104,427 $ 63,930 $ 129,253 $ 962,901 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total 1-4 Family Residential $ 98,612 $ 89,537 $ 351,026 $ 126,116 $ 104,427 $ 63,930 $ 129,253 $ 962,901 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — F-26 Table of Contents Term Loans Amortized Cost by Origination Year December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Non-Owner Occupied CRE Pass $ 48,445 $ 42,527 $ 260,055 $ 101,067 $ 70,896 $ 57,676 $ 30,573 $ 611,239 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total Non-Owner Occupied CRE $ 48,445 $ 42,527 $ 260,055 $ 101,067 $ 70,896 $ 57,676 $ 30,573 $ 611,239 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Owner Occupied CRE Pass $ 4,177 $ 3,126 $ 44,034 $ 41,663 $ 29,402 $ 45,640 $ 1,531 $ 169,573 Special mention — — — — — — — — Substandard — — 2,096 — — — 350 2,446 Doubtful — — — — — — — — Total Owner Occupied CRE $ 4,177 $ 3,126 $ 46,130 $ 41,663 $ 29,402 $ 45,640 $ 1,881 $ 172,019 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial and Industrial Pass $ 21,922 $ 9,741 $ 58,160 $ 11,324 $ 5,435 $ 27,237 $ 58,665 $ 192,484 Special mention — 456 685 — — — 7,979 9,120 Substandard 967 178 1,988 — 4,422 10,871 296 18,722 Doubtful — — — — — — — — Total Commercial and Industrial $ 22,889 $ 10,375 $ 60,833 $ 11,324 $ 9,857 $ 38,108 $ 66,940 $ 220,326 Current year-to-date gross write-offs $ — $ 1,202 $ 16 $ 6,935 $ 1,199 $ — $ — $ 9,352 Total pass $ 237,179 $ 209,282 $ 910,316 $ 294,674 $ 225,078 $ 208,943 $ 296,533 $ 2,382,005 Total special mention — 456 685 — — — 7,979 9,120 Total substandard 1,436 3,994 4,084 — 4,422 10,871 2,350 27,157 Total doubtful — — — — — — — — Total not rated 1 — 6,215 940 71 56 — 7,283 Total $ 238,616 $ 213,732 $ 921,300 $ 295,614 $ 229,571 $ 219,870 $ 306,862 $ 2,425,565 _____________________________ (1) Includes loans held for investment measured at fair value as of December 31, 2024. Includes fair value adjustments on loans held for investment accounted for under the fair value option. Term Loans Amortized Cost by Origination Year December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Cash, Securities, and Other Pass $ 8,091 $ 17,878 $ 17,181 $ 5,966 $ 6,337 $ 13,188 $ 69,602 $ 138,243 Special mention — — — — — — — — Substandard — — — — — — 1,704 1,704 Doubtful — — — — — — — — Total Cash, Securities, and Other $ 8,091 $ 17,878 $ 17,181 $ 5,966 $ 6,337 $ 13,188 $ 71,306 $ 139,947 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Consumer and Other Pass $ 614 $ 2,013 $ 647 $ 633 $ 797 $ 24 $ 14,800 $ 19,528 Special mention — — — — — — — — Substandard — — — — — — 7,500 7,500 Doubtful — — — — — — — — Not rated (1) — 10,469 2,544 614 99 — — 13,726 Total Consumer and Other $ 614 $ 12,482 $ 3,191 $ 1,247 $ 896 $ 24 $ 22,300 $ 40,754 Current year-to-date gross write-offs $ — $ — $ — $ 8 $ 91 $ 2 $ — $ 101 F-27 Table of Contents Term Loans Amortized Cost by Origination Year December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Construction and Development Pass $ 32,509 $ 231,103 $ 42,796 $ 21,615 $ — $ — $ 431 $ 328,454 Special mention — 14,343 — — — — — 14,343 Substandard 2,719 — — — — — — 2,719 Doubtful — — — — — — — — Total Construction and Development $ 35,228 $ 245,446 $ 42,796 $ 21,615 $ — $ — $ 431 $ 345,516 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — 1-4 Family Residential Pass $ 97,901 $ 373,525 $ 143,694 $ 108,815 $ 37,756 $ 31,452 $ 131,806 $ 924,949 Special mention — — — — — — — — Substandard 578 2,438 — — — — — 3,016 Doubtful — — — — — — — — Total 1-4 Family Residential $ 98,479 $ 375,963 $ 143,694 $ 108,815 $ 37,756 $ 31,452 $ 131,806 $ 927,965 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Non-Owner Occupied CRE Pass $ 42,799 $ 197,122 $ 125,726 $ 75,026 $ 24,411 $ 53,056 $ 20,553 $ 538,693 Special mention — — — 4,999 — — — 4,999 Substandard — — — — — — — — Doubtful — — — — — — — — Total Non-Owner Occupied CRE $ 42,799 $ 197,122 $ 125,726 $ 80,025 $ 24,411 $ 53,056 $ 20,553 $ 543,692 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Owner Occupied CRE Pass $ 3,229 $ 46,751 $ 44,805 $ 37,957 $ 5,555 $ 51,259 $ 2,325 $ 191,881 Special mention — — — — — — — — Substandard — — 3,980 — — — — 3,980 Doubtful — — — — — — — — Total Owner Occupied CRE $ 3,229 $ 46,751 $ 48,785 $ 37,957 $ 5,555 $ 51,259 $ 2,325 $ 195,861 Current year-to-date gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — Commercial and Industrial Pass $ 38,497 $ 59,612 $ 15,430 $ 13,457 $ 6,430 $ 16,068 $ 152,782 $ 302,276 Special mention — — — — — — 649 649 Substandard 1,618 — 29,355 1,674 — 920 688 34,255 Doubtful — — — — — — — — Total Commercial and Industrial $ 40,115 $ 59,612 $ 44,785 $ 15,131 $ 6,430 $ 16,988 $ 154,119 $ 337,180 Current year-to-date gross write-offs $ — $ 8,737 $ — $ — $ — $ — $ — $ 8,737 Total pass $ 223,640 $ 928,004 $ 390,279 $ 263,469 $ 81,286 $ 165,047 $ 392,299 $ 2,444,024 Total special mention — 14,343 — 4,999 — — 649 19,991 Total substandard 4,915 2,438 33,335 1,674 — 920 9,892 53,174 Total doubtful — — — — — — — — Total not rated — 10,469 2,544 614 99 — — 13,726 Total $ 228,555 $ 955,254 $ 426,158 $ 270,756 $ 81,385 $ 165,967 $ 402,840 $ 2,530,915 _____________________________ (1) Includes loans held for investment measured at fair value as of December 31, 2023. Includes fair value adjustments on loans held for investment accounted for under the fair value option. F-28 Table of Contents NOTE 5 – PREMISES AND EQUIPMENT, NET The following presents a summary of the cost and accumulated depreciation of premises and equipment as of the dates noted: December 31, (dollars in thousands) 2024 2023 Building and building improvements $ 12,207 $ 12,190 Leasehold improvements, including artwork 14,178 14,336 Land 4,980 4,980 Equipment and software 7,572 6,619 Gross premise and equipment 38,937 38,125 Less: accumulated depreciation ( 14,808 ) ( 12,869 ) Premises and equipment, net $ 24,129 $ 25,256 During the year ended December 31, 2024 and 2023, the Company retired an immaterial amount of equipment and software for an immaterial loss. Depreciation expense for Premises and equipment, net for the years ended December 31, 2024 and 2023 totaled $ 2.3 million and $ 2.2 million, respectively. NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill totaled $ 30.4 million as of December 31, 2024 and 2023. As of December 31, 2024, there has not been any impairment of goodwill identified or recorded. Goodwill is tested annually for impairment on October 31 or earlier upon the occurrence of certain events. A significant amount of judgement is involved in determining if an indicator of goodwill impairment occurred. Such indicators may include, among others; a significant decline in expected future cash flows; a sustained significant decline in the Company's stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse assessment or action by a regulator; and unanticipated competition. The goodwill impairment analysis includes the determination of the carrying value of the reporting unit, including the existing goodwill, and estimating the fair value of the reporting unit. If the fair value is less than its carrying amount, goodwill impairment is recognized equal to the difference between the fair value and its carrying amount, not to exceed its carrying amount. The following presents the Company’s intangible assets and related accumulated amortization as of the dates noted: December 31, (dollars in thousands) 2024 2023 Other intangibles $ 5,270 $ 5,926 Less: accumulated amortization on other intangibles ( 4,043 ) ( 4,472 ) Other intangible assets, net $ 1,227 $ 1,454 Amortization expense on definite-lived customer relationship and non-compete intangible assets was $ 0.2 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively. The following presents the expected amortization expense on definite-lived intangible assets existing as of December 31, 2024 (dollars in thousands): Year Ending December 31, Expense 2025 $ 206 2026 193 2027 183 2028 175 2029 166 Thereafter 304 Total $ 1,227 F-29 Table of Contents NOTE 7 – LEASES Leases in which the Company is determined to be the lessee are primarily operating leases comprised of real estate property and office space for our corporate headquarters and profit centers with terms that extend to 2036. In accordance with ASC 842, operating leases are required to be recognized as a right-of-use asset with a corresponding lease liability. The Company elected to not include short-term leases with initial terms of twelve months or less, on the Consolidated Balance Sheets. The following table presents the classification of the right-of-use assets and corresponding liabilities within the Consolidated Balance Sheets, as of the dates noted: December 31, (dollars in thousands) 2024 2023 Lease Right-of-Use Assets Classification Operating lease right-of-use assets Other assets $ 19,161 $ 8,929 Lease Liabilities Classification Operating lease liabilities Other liabilities $ 20,959 $ 10,900 The Company’s operating lease agreements typically include an option to renew the lease at the Company’s discretion. To the extent the Company is reasonably certain it will exercise the renewal option at the inception of the lease, the Company will include the extended term in the calculation of the right-of-use asset and lease liability. ASC 842 requires the use of the rate implicit in the lease when it is readily determinable. As this rate is typically not readily determinable, at the inception of the lease, the Company uses its collateralized incremental borrowing rate over a similar term. The amount of the right-of-use asset and lease liability are impacted by the discount rate used to calculate the present value of the minimum lease payments over the term of the lease. The following table presents information related to operating leases: December 31, 2024 2023 Weighted-Average Remaining Lease Term Operating leases 9.09 years 4.67 years Weighted-Average Discount Rate Operating leases 4.14 % 2.78 % The Company’s operating leases contain fixed and variable lease components and it has elected to account for all classes of underlying assets as a single lease component. Variable lease costs primarily represent common area maintenance and parking. The Company recognized lease costs in Occupancy and equipment expense in the accompanying Consolidated Statements of Income. The following table represents the Company’s net lease costs during the periods presented: Year Ended December 31, (dollars in thousands) 2024 2023 Lease Costs Operating lease cost $ 3,370 $ 2,964 Variable lease cost 2,282 1,953 Lease costs, net $ 5,652 $ 4,917 F-30 Table of Contents The following table presents a maturity analysis of the Company’s operating lease liabilities on an annual basis for each of the next five years and total amounts thereafter (dollars in thousands): Year Ending December 31, Operating Leases 2025 $ 3,047 2026 1,673 2027 1,330 2028 1,200 2029 3,000 Thereafter 16,632 Total future minimum lease payments 26,882 Less: imputed interest ( 5,923 ) Present value of net future minimum lease payments $ 20,959 Leases in which the Company is determined to be the lessor are considered operating leases and consist of the partial lease of Company owned buildings. In accordance with ASC 842, these leases have been accounted for as operating leases. During the years ended December 31, 2024 and 2023, the Company recognized $ 0.3 million of lease income. The following table presents a maturity analysis of the Company’s lease payments to be received on an annual basis for each of the next three years and total amounts thereafter (dollars in thousands): Year Ending December 31, Undiscounted Operating Lease Income 2025 $ 194 2026 149 2027 124 Thereafter — Total undiscounted operating lease income $ 467 NOTE 8 – DEPOSITS The following table presents the Company’s interest-bearing deposits as of the dates noted: December 31, (dollars in thousands) 2024 2023 Money market deposit accounts $ 1,513,605 $ 1,386,149 Time deposits 471,415 496,452 Interest checking accounts 139,374 147,488 Savings accounts 14,212 16,371 Total interest-bearing deposits $ 2,138,606 $ 2,046,460 Aggregate time deposits of $250 or greater $ 96,310 $ 91,038 Overdraft balances classified as loans totaled $ 0.2 million and $ 0.1 million as of December 31, 2024 and 2023, respectively. The following table presents the scheduled maturities of all time deposits for the next five years ending December 31 (dollars in thousands): Year Ending December 31, Time Deposits 2025 $ 429,008 2026 3,454 2027 4,018 2028 34,644 2029 291 Total $ 471,415 F-31 Table of Contents NOTE 9 – BORROWINGS The Bank has executed a blanket pledge and security agreement with the FHLB which requires certain loans and securities be pledged as collateral for any outstanding b orrowings under the agreement. The collateral pledged as of December 31, 2024 and 2023 amounted to $ 1.30 billion and $ 1.31 billion, respectively. Based on this collateral and the Company’s holdings of FHLB stock, the Company was eligible to borrow an additional $ 582.0 million as of December 31, 2024. On March 12, 2023, the FRB announced it would make additional funding available to eligible depository institutions to help assure banks have the ability to meet the needs of depositors made available through the creation of a new Bank Term Funding Program ("BTFP"). The BTFP was meant to be an additional resource of liquidity against high-quality securities, eliminating an institution's need to quickly sell those securities in times of stress. As of December 31, 2023 , the Company had pledged a par value of $ 44.3 million in securities under the BTFP and borrowed $ 31.0 million with a maturity date of March 27, 2024 . In 2024 , an additional $ 10.0 million was borrowed and $ 41.0 million was repaid, resulting in no outstanding balance as of December 31, 2024 . Upon maturity, the Company renewed a three-month $ 50.0 million FHLB advance on October 1, 2024. The rate for the borrowing is adjusted daily based on the SOFR rate plus 15.5 basis points. The advance matured on January 2, 2025 and was renewed for an additional three months. The Company had the following required maturities on FHLB and FRB borrowings as of the dates noted (dollars in thousands): December 31, Maturity Date Rate % 2024 2023 March 27, 2024 4.78 % $ — $ 30,997 March 29, 2024 5.60 — 50,000 January 1, 2025 (1) 4.57 5,000 41,175 January 2, 2025 4.53 50,000 — Total $ 55,000 $ 122,172 _____________________________ (1) The borrowing has a one day, automatic daily renewal maturity date, subject to FHLB discretion not to renew. To bolster the effectiveness of the SBA’s PPP, the Federal Reserve is supplying liquidity to participating financial institutions through term financing collateralized by PPP loans to small businesses. The Paycheck Protection Program Liquidity Facility ("PPPLF") extends credit to eligible financial institutions that originate PPP loans, taking the loans as collateral at face value and bearing interest at 35 bps. The terms of the loans are directly tied to the underlying PPP loans, which were originated at 2 or 5 years. For the years ended December 31, 2024 and 2023, the Company had outstanding $ 2.0 million and $ 3.5 million, respectively, under the PPPLF program which is included in the FHLB and Federal Reserve borrowings line of the Consolidated Balance Sheets. The Bank has borrowing capacity associated with two unsecured federal funds lines of credit up to $ 10.0 million and $ 19.0 million. As of December 31, 2024 and 2023, there were no amounts outstanding on any of the federal funds lines. F-32 Table of Contents The following presents the Company's subordinated notes included in the Subordinated notes line of the Consolidated Balance Sheets (dollars in thousands): Issuance Date Stated Rate Interest Paid Maturity Carrying Value Initial Debt Issuance Costs Remaining Net Balance as of December 31, 2024 (1) March 2020 5.125 % per annum until 3/31/2025, then alternative rate plus 450 basis points until maturity Quarterly 3/31/2030 $ 8,000 $ 120 $ 7,994 November 2020 4.25 % per annum until 12/1/2025, then SOFR plus 402 basis points until maturity Semi-annual (Quarterly beginning 12/01/25) 12/1/2030 10,000 162 9,953 August 2021 3.25 % per annum until 9/1/2026, then SOFR plus 258 basis points until maturity Semi-annual (Quarterly beginning 09/01/26) 9/1/2031 15,000 242 14,908 December 2022 7.00 % per annum until 12/15/2027, then SOFR plus 328 basis points until maturity Semi-annual (Quarterly beginning 12/15/27) 12/15/2032 20,000 506 19,710 _____________________________ (1) Remaining net balance includes amortization of debt issuance costs. For the years ended December 31, 2024 and 2023, the Company recorded $ 2.7 million of interest expense related to the collective subordinated notes. The subordinated notes are included in Tier 2 capital under current regulatory guidelines and interpretations, subject to limitations. The Company’s borrowing facilities include various financial and other covenants, including, but not limited to, a requirement that the Bank maintains regulatory capital that is deemed "well capitalized" by federal banking agencies. See Note 22 – Regulatory Capital Matters for additional information. As of December 31, 2024 and 2023, the Company was in compliance with the covenant requirements. NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company is party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. Commitments may expire without being utilized. The Company’s exposure to credit loss is represented by the contractual amount of these commitments, although material losses are not anticipated. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments. The following table presents the Company’s financial instruments whose contract amounts represent credit risk, as of the dates noted: December 31, 2024 2023 (dollars in thousands) Fixed Rate Variable Rate Fixed Rate Variable Rate Unused lines of credit $ 68,427 $ 453,520 $ 86,398 $ 540,255 Standby letters of credit 13,864 8,000 13,922 12,094 Commitments to make loans to sell 19,769 — 18,917 — Commitments to make loans 4,029 15,563 5,275 7,115 Unused lines of credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Several of the commitments may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the client. F-33 Table of Contents Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a client’s obligation to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Substantially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. The Company holds collateral supporting those commitments if deemed necessary. Commitments to make loans to sell are agreements to lend to a client which would then be sold to an investor in the secondary market for which the interest rate has been locked with the client, provided there is no violation of any condition within the contract with either party. Commitments to make loans to sell have fixed interest rates. Since commitments may expire without being extended, total commitment amounts may not necessarily represent cash requirements. Commitments to make loans are agreements to lend to a client, provided there is no violation of any condition within the contract. Commitments to make loans generally have fixed expiration dates or other termination clauses. Since commitments may expire without being extended, total commitment amounts may not necessarily represent cash requirements. Allowance for Credit Losses on Off-Balance Sheet Credit Exposures To estimate the ACL on unfunded loan commitments that are not unconditionally cancellable, the Company determines the probability of funding based on historical utilization statistics for unfunded loan commitments. Loss rates are calculated using the same assumptions as the associated funded balance. Refer to Note 4 – Loans and the Allowance for Credit Losses for changes in the factors that influenced the current estimate of ACL and reasons for the changes. The following table presents the changes in the ACL on unfunded loan commitments: December 31, 2024 2023 Beginning balance $ 2,178 $ 419 Impact of adopting ASU 2016-13 — 3,481 Release of credit losses ( 1,506 ) ( 1,722 ) Ending balance $ 672 $ 2,178 Litigation, Claims, and Settlements The Company is, from time to time, involved in various legal actions arising in the normal course of business. While the ultimate outcome of any such proceedings cannot be predicted with certainty, it is the opinion of management, based on advice from legal counsel, that no proceedings exist, either individually or in the aggregate, which, if determined adversely to the Company, would have a material effect on the Company’s consolidated financial statements. NOTE 11 – SHAREHOLDERS’ EQUITY Common Stock The Company’s common stock has no par value and each holder of common stock is entitled to one vote for each share (though certain voting restrictions may exist on non-vested restricted stock) held. On June 13, 2024, the Company announced that its Board of Directors authorized the repurchase of up to 200,000 shares of the Company’s common stock, no par value, from time to time, within one year (the “2024 Repurchase Plan”) and that the Board of Governors of the Federal Reserve System advised the Company that it has no objection to the Company’s 2024 Repurchase Plan. The Company may repurchase shares in privately negotiated transactions, in the open market, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 promulgated by the Securities and Exchange Commission, or otherwise in a manner that complies with applicable federal securities laws. The 2024 Repurchase Plan does not obligate the Company to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice. During the year ended December 31, 2024, the Company repurchased 5,501 shares under the authorization of the 2024 Repurchase Plan. As of December 31, 2024, there were 194,499 shares available for repurchase under the plan. Stock-Based Compensation Plans F-34 Table of Contents The 2008 Stock Incentive Plan (“the 2008 Plan”) was frozen in connection with the adoption of First Western Financial, I nc. 2016 Omnibus Incentive Plan ("the 2016 Plan") and no new awards may be granted under the 2008 Plan. Remaining shares not issued under the 2008 Plan poured into the 2016 Plan. As of December 31, 2024, there were a total of 468,753 sh ares available for issuance under the 2016 Plan. If the Awards outstanding under the 2008 Plan or the 2016 Plan are forfeited, cancelled or terminated with no consideration paid to the Company, those amounts will increase the number of shares eligible to be granted under the 2016 Plan. Stock Options The Company did not grant any stock options during the years ended December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023, the Company recognized no stock based compensation expense associated with stock options. As of December 31, 2024, the Company has no unrecognized stock-based compensation expense related to stock options. The following table presents activity for nonqualified stock options for the year ended December 31, 2024: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2023 130,936 $ 23.79 Exercised — — Forfeited or expired ( 51,175 ) 21.43 Outstanding as of December 31, 2024 79,761 25.30 1.02 years (1) Options fully vested/exercisable as of December 31, 2024 79,761 25.30 1.02 years (1) _____________________________ (1) Nonqualified stock options outstanding at the end of the period and those fully vested/exercisable had immaterial aggregate intrinsic values. As of December 31, 2024 and 2023, there were 79,761 and 130,936 options, respectively, that were exercisable. Exercise prices are between $ 24.32 and $ 27.00 per share, and the options are exercisable for a period of ten years from the original grant date and expire on various dates between 2025 and 2026. During the year ended December 31, 2023, 12,260 options were exercised as at a weighted average exercise price of $ 20.00 , which resulted in $ 0.2 million of cash received. Restricted Stock Units Pursuant to the 2016 Plan, the Company can grant associates and non-associate directors long-term cash and stock-based compensation. Historically, the Company has granted certain associates restricted stock units which are earned over time or based on various performance measures and convert to common stock upon vesting, which are summarized here and expanded further below. The following table presents the activity for the Time Vesting Units and the Financial Performance Units during the year ended December 31, 2024: Time Vesting Units Financial Performance Units Outstanding as of December 31, 2023 242,524 291,416 Granted 75,070 42,805 Vested ( 70,039 ) ( 59,449 ) Forfeited ( 32,212 ) ( 115,068 ) Outstanding as of December 31, 2024 215,343 159,704 F-35 Table of Contents During the year ended December 31, 2024, the Company issued 91,460 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 38,028 shares, with a combined market value at the dates of settlement of $ 0.7 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance. During the year ended December 31, 2023, the Company issued 71,895 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 25,128 shares, with a combined market value at the dates of settlement of $ 0.4 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance. Time Vesting Units Time Vesting Units are granted to full-time associates and Board of Director members at the date approved by the Company’s Board of Directors. The Company granted 75,070 Time Vesting Units with a five-year service period during the year ended December 31, 2024, that vest in equal installments of 20 % on the anniversary of the grant date, assuming continuous employment through the scheduled vesting dates. During the years ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 1.5 million and $ 1.6 million, respectively, for the Time Vesting Units. As of December 31, 2024, there was $ 3.7 million of unrecognized compensation expense related to the Time Vesting Units, which is expected to be recognized over a weighted-average period of 3.0 years. Financial Performance Units Financial Performance Units are granted to certain key associates and are earned based on the Company achieving various financial performance metrics. If the Company achieves the financial metrics, which include various thresholds from 0 % up to 150 %, then the Financial Performance Units will have a subsequent vesting period. The following table presents the Company’s existing Financial Performance Units as of December 31, 2024 (dollars in thousands, except share amounts): Grant Period Threshold Accrual Maximum Issuable Shares at Current Threshold Unrecognized Compensation Expense Weighted-Average Life (1) Financial Metric End Date Vesting Requirement End Date May 1, 2020 through December 31, 2020, excluding November 18, 2020 150 % 54,617 — 0.0 years December 31, 2022 December 31, 2024 On November 18, 2020 114 % 10,760 31 0.9 years December 31, 2022 50 % November 18, 2023 and 2025 May 3, 2021 through August 11, 2021 55 % 15,436 85 1.0 year December 31, 2023 December 31, 2025 May 2, 2022 through November 2, 2022, excluding August 4, 2022 (2) — % — — 2.0 years December 31, 2024 December 31, 2026 On August 4, 2022 (2) — % — — 2.0 years December 31, 2024 December 31, 2026 On May 1, 2023 (3) — % — — 3.0 years December 31, 2025 December 31, 2027 On May 1, 2024 100 % 39,728 577 4.0 years December 31, 2026 December 31, 2028 _____________________________ (1) Represents the expected unrecognized stock-based compensation expense recognition period. (2) Performance threshold was not met for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 and, therefore, no compensation expense was recognized for the years ended December 31, 2024, December 31, 2023, and December 31, 2022. (3) As the performance threshold is not expected to be met in future performance periods, there is no related unrecognized compensation as of December 31, 2024. F-36 Table of Contents The following table presents the Company’s Financial Performance Units activity for the years noted December 31 (dollars in thousands): Units Granted Compensation Expense Recognized Grant Period 2024 2023 2024 2023 May 1, 2019 through April 30, 2020 — 22,577 $ — $ 68 May 1, 2020 through December 31, 2020, excluding November 18, 2020 (1) — 24,230 15 136 On November 18, 2020 — 2,942 29 147 May 3, 2021 through August 11, 2021 — — ( 48 ) ( 135 ) May 2, 2022 through November 2, 2022, excluding August 4, 2022 (2) — 322 — — On August 4, 2022 (3) — — ( 80 ) 33 On May 1, 2023 (4) — 52,117 — — On May 1, 2024 42,805 — 96 — _____________________________ (1) Granted shares represent the final performance period payout percentage above the 100 % threshold initially granted (2) Performance threshold was not met for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 and, therefore, no compensation expense was recognized for the years ended December 31, 2023, December 31, 2023, and December 31, 2022 (3) Performance threshold was not met for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 and, therefore, compensation expense recognized during the years ended December 31, 2023 and December 31,2022 was reversed during the year ended December 31, 2024. (4) Performance threshold was not met for the years ended December 31, 2024 and December 31, 2023, therefore, no compensation expense was recognized for the years ended December 31, 2024 and December 31, 2023 F-37 Table of Contents NOTE 12 – EARNINGS PER COMMON SHARE The following table presents the calculation of basic and diluted earnings per common share for the periods indicated: Year Ended December 31, (dollars in thousands, except share and per share amounts) 2024 2023 Earnings per common share - Basic Numerator: Net income available for common shareholders $ 8,473 $ 5,225 Denominator: Basic weighted average shares 9,649,433 9,541,050 Earnings per common share - basic $ 0.88 $ 0.55 Earnings per common share - Diluted Numerator: Net income available for common shareholders $ 8,473 $ 5,225 Denominator: Basic weighted average shares 9,649,433 9,541,050 Diluted effect of common stock equivalents: Stock options — 4,006 Time Vesting Units 29,624 67,740 Financial Performance Units 76,747 113,114 Total diluted effect of common stock equivalents 106,371 184,860 Diluted weighted average shares 9,755,804 9,725,910 Earnings per common share - diluted $ 0.87 $ 0.54 Diluted earnings per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. The following table presents potentially dilutive securities excluded from the diluted earnings per share calculation during the periods presented: Year Ended December 31, 2024 2023 Stock options 94,474 133,464 Time Vesting Units 96,056 120,653 Financial Performance Units 2,273 6,818 Total potentially dilutive securities 192,803 260,935 F-38 Table of Contents NOTE 13 – INCOME TAXES The following table presents the components of the Company’s income tax expense: December 31, (dollars in thousands) 2024 2023 Current: Federal $ 247 $ 60 State and local ( 264 ) ( 281 ) Total current tax benefit ( 17 ) ( 221 ) Deferred: Federal 2,766 1,844 State and local 357 213 Total deferred tax expense 3,123 2,057 Income tax expense $ 3,106 $ 1,836 The following is a reconciliation of income taxes reflected on the Consolidated Statements of Income for the years ended December 31, 2024 and 2023, with income tax expense computed by applying the United States federal income tax rate of 21% to income before income taxes: December 31, (dollars in thousands) 2024 2023 Income tax expense computed at 21% statutory rate $ 2,432 $ 1,483 Differences: Permanent differences ( 76 ) ( 106 ) State taxes, net of federal expense 50 224 LIHTC investment tax credit ( 485 ) ( 441 ) LIHTC investment proportional amortization 759 484 Other, net 426 192 Income tax expense $ 3,106 $ 1,836 F-39 Table of Contents The following table presents the principal components of the Company’s deferred tax items: December 31, (dollars in thousands) 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 472 $ 472 Allowance for credit losses 4,327 6,194 Acquired loans fair market value adjustments 955 607 Loans accounted for under the fair value option 174 216 Lease liability 4,948 2,579 Stock-based compensation 840 1,423 Provision on other real estate owned 261 — Other intangible assets 81 186 Unrealized losses on securities 250 383 Accrued bonuses — 376 Loan fees — 74 Accrued expenses — 77 Other 383 184 Total deferred tax assets 12,691 12,771 Deferred tax liabilities: Goodwill ( 1,384 ) ( 1,263 ) Depreciation ( 2,787 ) ( 2,311 ) Right-of-use asset ( 4,523 ) ( 2,113 ) Acquired loans fair market value adjustments ( 301 ) ( 196 ) FHLB Redemption ( 98 ) ( 33 ) Loan costs ( 71 ) — Total deferred tax liabilities ( 9,164 ) ( 5,916 ) Net operating loss valuation allowance ( 448 ) ( 448 ) Net deferred tax asset $ 3,079 $ 6,407 Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the total deferred tax assets. The net operating loss ("NOL") carryforwards expire in tax years 2028 through 2032. As of December 31, 2024 and December 31, 2023, the Company had $ 5.5 million of California NOLs available for utilization. As of December 31, 2024, $ 5.2 million is recorded as a valuation allowance, resulting in a tax effected valuation allowance of $ 0.4 million. The Company identified no other material uncertain tax positions for which it is reasonably possible the total amount of unrecognized tax benefits will significantly increase or decrease within 12 months. The Company and its subsidiaries file tax returns for the United States and for multiple states and localities. The United States federal income tax returns of the Company are eligible to be examined for the years 2021 and forward and for the years 2020 and forward for major state taxing jurisdictions. There are no federal or state tax examinations currently in progress. NOTE 14 – EMPLOYEE BENEFIT PLANS The Company sponsors a 401(k) Plan, which is a defined contribution plan, in which substantially all associates are eligible to participate in and associates may contribute up to 100 % of their compensation subject to certain limits based on federal tax laws. The Company may elect to make matching contributions as defined by the plan. For the years ended December 31, 2024 and 2023, the Company expensed matching contributions to the plan totaling $ 0.8 million and $ 0.8 million, respectively. For the years ended December 31, 2024 and 2023, the Company incurred $ 0.1 million of administrative fees attributable to the plan. F-40 Table of Contents NOTE 15 – RELATED-PARTY TRANSACTIONS The Bank extends credit to certain covered parties including Company directors, executive officers, and their affiliates. As of December 31, 2024 and 2023, there were no delinquent or non-performing loans to any executive officer or director of the Company. These covered parties, along with principal owners, management, immediate family of management or principal owners, a parent company and its subsidiaries, trusts for the benefit of employees, and other parties, may be considered related parties. The following table presents a summary of related-party loan activity for the fiscal years then ended: Year Ended December 31, (dollars in thousands) 2024 2023 Balance at beginning of year $ 25,358 $ 16,859 Funded loans 12,515 13,427 Payments collected ( 29,384 ) ( 5,212 ) Changes in related parties ( 3,757 ) 284 Balance at end of period $ 4,732 $ 25,358 Deposits from related parties held by the Bank as of December 31, 2024 and 2023 totaled $ 16.4 million and $ 16.3 million, respectively. The Company leases office spaces from entities controlled by one of the Company’s Board of Director members. During each of the years ended December 31, 2024 and 2023, the Company incurred $ 0.2 million of expense related to these leases. The Company earned trust and investment management fees of $ 0.1 million from related parties during each of the years ended December 31, 2024 and 2023. Assets under management for those related parties totaled $ 113.2 million and $ 111.6 million as of December 31, 2024 and 2023, respectively. NOTE 16 – FAIR VALUE Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Recurring Fair Value Equity Securities : Fair value of equity securities represents the market value of mutual funds based on quoted market prices (Level 1) and the value of stock held in other companies, which is based on recent market transactions or quoted rates that are not actively traded (Level 2). Equity Warrants : Fair value of equity warrants of private companies are priced using a Black-Scholes option pricing model to estimate the asset fair value by using strike prices, option expiration dates, risk-free interest rates, and option volatility assumptions (Level 3). F-41 Table of Contents Guarantee Asset and Liability : The guarantee asset represents the fair value of the consideration received in exchange for the credit enhancement fee. The guarantee liability represents a financial guarantee to cover the second layer of any losses on loans sold to FHLB under the MPF 125 loan sales agreement. The guarantee liability value on day one is equivalent to the guarantee asset fair value, which is the consideration for the credit enhancement fee paid over the life of the loans. The liability is then carried at amortized cost. Significant inputs in the valuation analysis for the asset are Level 3, due to the nature of this asset and the lack of market quotes. The fair value of the guarantee asset is determined using a discounted cash flow model, for which significant unobservable inputs include assumed future prepayment rates (“CPR”) and market discount rate (Level 3). An increase in prepayment rates or discount rate would generally reduce the estimated fair value of the guarantee asset. Derivatives: Derivatives include our swap derivatives, which are compromised of cash flow hedges and derivatives not designated as hedges. The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. Mortgage Related Derivatives : Mortgage related derivatives include our IRLC, FSC, and the forward commitments on our loans held for sale pipeline. The fair value estimate of our IRLC is based on valuation models using market data from secondary market loan sales and direct contacts with third party investors as of the measurement date and pull through assumptions (Level 3). The FSC fair value estimate reflects the potential pair off fee associated with mandatory trades and is estimated by using a market differential and pair off penalty assessed by the investor (Level 3). The fair value estimate of the forward commitments is based on market prices of similar securities to the underlying MBS (Level 2). Loans Held at Fair Value: The fair value of loans held for investment are typically determined based on discounted cash flow analysis using market-based interest rate spreads. Discounted cash flow analysis are adjusted, as appropriate, to reflect current market conditions and borrower specific credit risk. Due to the nature of the valuation inputs, loans held for investment are classified within Level 3 of the valuation hierarchy. Mortgage Loans Held for Sale : The fair value of mortgage loans held for sale is estimated based upon quotes from third party investors for similar assets resulting in a Level 2 classification. Loans Held for Sale : The fair value of loans held for sale is determined using actual quoted commitments from third party investors resulting in a Level 1 classification. Where commitments are not yet available, fair value is estimated based on quotes for similar assets resulting in Level 2 classification. F-42 Table of Contents The following tables present assets and liabilities measured on a recurring basis as of the dates noted (dollars in thousands): December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Reported Balance Financial Assets Mortgage loans held for sale $ — $ 25,455 $ — $ 25,455 Loans held for sale $ — $ 251 $ — $ 251 Loans held at fair value $ — $ — $ 7,283 $ 7,283 Forward commitments and FSC $ — $ 225 $ — $ 225 Equity securities $ 630 $ 122 $ — $ 752 Guarantee asset $ — $ — $ 235 $ 235 IRLC, net $ — $ — $ 358 $ 358 Equity warrants $ — $ — $ 765 $ 765 Swap derivative asset $ — $ 1,060 $ — $ 1,060 Financial Liabilities Forward commitments and FSC $ — $ 13 $ — $ 13 Swap derivative liabilities $ — $ 956 $ — $ 956 December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Reported Balance Financial Assets Mortgage loans held for sale $ — $ 7,254 $ — $ 7,254 Loans held at fair value $ — $ — $ 13,726 $ 13,726 Forward commitments and FSC $ — $ 7 $ — $ 7 Equity securities $ 636 $ 122 $ — $ 758 Guarantee asset $ — $ — $ 189 $ 189 IRLC, net $ — $ — $ 345 $ 345 Equity warrants $ — $ — $ 795 $ 795 Swap derivative asset $ — $ 763 $ 763 Financial Liabilities Forward commitments and FSC $ — $ 358 $ — $ 358 Swap derivative liabilities $ — $ 740 $ — $ 740 There were no transfers between levels during the years ended December 31, 2024 or 2023. As of December 31, 2024, and 2023, equity securities, equity warrants, IRLC, and guarantee assets have been recorded at fair value within the Other assets line item in the Consolidated Balance Sheets. All changes are recorded in Non-interest income in the Consolidated Statements of Income. Fair Value Option The Company has elected to account for certain purchased whole loans held for investment under the fair value option in order to align the accounting presentation with the Company's viewpoint of the economics of the loans. Interest income on loans held for investment accounted for under the fair value option is recognized within Interest and dividend income in the accompanying Consolidated Statements of Income. Not electing fair value generally results in a larger discount being recorded on the date of the loan purchase. The discount is subsequently accreted into interest income over the underlying loan's remaining term using the effective interest method. Additionally, management has elected the fair value option for mortgage loans originated and held for sale and loans held for sale. F-43 Table of Contents During the years ended December 31, 2024 and 2023, the Company reclassified $ 5.8 million and $ 39.2 million, respectively, of loans held for investment to loans held for sale. The transfers occurred at the point in time the Company decided to sell the loans. During the years ended December 31, 2024 and 2023, a total of $ 5.4 million and $ 40.8 million, respectively, reclassified loans held for sale were sold. As of December 31, 2024 and 2023, there were $ 0.3 million and $ 0.0 million of loans held for sale, respectively. As of December 31, 2024, there were 37 loans totaling $ 0.1 million, accounted for under the fair value option that were on non-accrual. As of December 31, 2023, there were 98 loans, totaling $ 0.2 million accounted for under the fair value option that were on nonaccrual. D uring the year ended December 31, 2024 and 2023 , the Company recorded net charge-offs of $ 1.2 million and $ 1.7 million on loans accounted for under the fair value option to Net loss on loans accounted for under the fair value option on the Consolidated Statements of Income. The following tables provide more information about the fair value carrying amount and unpaid principal outstanding of loans accounted for under the fair value option as of the dates noted: December 31, 2024 Total Loans Non Accruals 90 Days or More Past Due (dollars in thousands) Fair Value Carrying Amount Unpaid Principal Balance Difference Fair Value Carrying Amount Unpaid Principal Balance Difference Fair Value Carrying Amount Unpaid Principal Balance Difference Mortgage loans held for sale $ 25,455 $ 25,217 $ 238 $ — $ — $ — $ — $ — $ — Loans held for sale 251 594 ( 343 ) 251 594 ( 343 ) 251 594 ( 343 ) Loans held for investment, fair value option 7,283 7,507 ( 224 ) 47 52 ( 5 ) 47 52 ( 5 ) $ 32,989 $ 33,318 $ ( 329 ) $ 298 $ 646 $ ( 348 ) $ 298 $ 646 $ ( 348 ) December 31, 2023 Total Loans Non Accruals 90 Days or More Past Due (dollars in thousands) Fair Value Carrying Amount Unpaid Principal Balance Difference Fair Value Carrying Amount Unpaid Principal Balance Difference Fair Value Carrying Amount Unpaid Principal Balance Difference Mortgage loans held for sale $ 7,254 $ 7,106 $ 148 $ — $ — $ — $ — $ — $ — Loans held for investment, fair value option 13,726 14,129 ( 403 ) 210 220 ( 10 ) 210 220 ( 10 ) $ 20,980 $ 21,235 $ ( 255 ) $ 210 $ 220 $ ( 10 ) $ 210 $ 220 $ ( 10 ) The following table presents the changes in fair value of loans accounted for under the fair value option as of the dates noted (dollars in thousands): Year Ended December 31, (dollars in thousands) 2024 2023 Mortgage loans held for sale $ 41 $ 59 Loans held for sale ( 222 ) ( 20 ) Loans held for investment 179 ( 309 ) $ ( 2 ) $ ( 270 ) F-44 Table of Contents The following summarizes the activity pertaining to loans accounted for under the fair value option for the years noted (dollars in thousands): Year Ended December 31, Mortgage loans held for sale 2024 2023 Balance at beginning of period $ 7,254 $ 8,839 Loans originated 383,307 276,045 Fair value changes 41 59 Sales ( 365,062 ) ( 277,683 ) Settlements ( 85 ) ( 6 ) Balance at end of period $ 25,455 $ 7,254 Year Ended December 31, Loans held for sale 2024 2023 Balance at beginning of period $ — $ 1,965 Loans transferred from held for investment 5,834 39,221 Fair value changes ( 222 ) ( 20 ) Sales ( 5,361 ) ( 40,761 ) Settlements — ( 405 ) Balance at end of period $ 251 $ — Year Ended December 31, Loans held for investment, fair value option 2024 2023 Balance at beginning of period $ 13,726 $ 23,321 Loans acquired — 1,173 Fair value changes 179 ( 309 ) Net charge-offs ( 1,178 ) ( 1,700 ) Settlements ( 5,444 ) ( 8,759 ) Balance at end of period $ 7,283 $ 13,726 Level 3 Analysis The following presents a reconciliation for Level 3 instruments measured at fair value on a recurring basis as of the dates noted (dollars in thousands): Year Ended December 31, 2024 Loans Held at Fair Value Guarantee Asset IRLC Equity Warrants Beginning balance $ 13,726 $ 189 $ 345 $ 795 Acquisitions — — 3,160 — Originations — 78 ( 3,889 ) — Gains/(losses) in net income, net 179 26 742 ( 30 ) Net charge-offs ( 1,178 ) — — — Settlements ( 5,444 ) ( 58 ) — — Ending balance $ 7,283 $ 235 $ 358 $ 765 F-45 Table of Contents Year Ended December 31, 2023 Loans Held at Fair Value Guarantee Asset IRLC Equity Warrants Beginning balance $ 23,321 $ 143 $ 229 $ 825 Acquisitions 1,173 — 1,997 — Originations — 32 ( 3,272 ) — Gains/(losses) in net income, net ( 309 ) 38 1,391 ( 30 ) Net charge-offs ( 1,700 ) — — — Other settlements ( 8,759 ) ( 24 ) — — Ending balance $ 13,726 $ 189 $ 345 $ 795 Nonrecurring Fair Value Other Real Estate Owned ("OREO") : Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. They are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than on an annual basis. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. Such adjustments can be significant and typically result in Level 3 classifications of the inputs for determining fair value. OREO is evaluated annually for additional impairment and adjusted accordingly. Collateral Dependent Loans, net of ACL : The fair value of collateral dependent loans individually analyzed and not included in the pooled loan analysis under the ACL is generally based on recent appraisals and the value of any credit enhancements associated with the loan. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments can be significant and typically result in Level 3 classifications of the inputs for determining fair value. Collateral dependent loans are evaluated monthly and adjusted accordingly if needed. Appraisals for both collateral-dependent loans and OREO are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Company reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. F-46 Table of Contents The following presents quantitative information about Level 3 assets measured on a recurring and nonrecurring basis as of the dates noted: Quantitative Information about Level 3 Fair Value Measurements as of December 31, 2024 (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Input Range (Weighted Average) Recurring fair value Loans held for investment at fair value $ 7,283 Discounted cash flow Discount rate 7 % to 8 % ( 7 %) Guarantee asset 235 Discounted cash flow Discount rate Prepayment rate 5 % ( 5 )% 15 % ( 15 %) IRLC, net 358 Best execution model Pull through 76 % to 100 % ( 94 %) Equity Warrants 765 Black-Scholes option pricing model Volatility Risk-free interest rate Remaining life 21.3 % to 63.8 % ( 30.2 %) 4.05 % to 4.16 % ( 4.14 )% 2 years Nonrecurring fair value OREO: 1-4 Family Residential 10,314 Appraisal value Commission, cost to sell, closing costs 5 % ( 5 )% Commercial and Industrial 25,615 Appraisal value Commission, cost to sell, closing costs 6 % ( 6 )% Collateral dependent loans: Commercial and Industrial 784 Sales Comparison-Market Value Approach Market rate adjustments 11 % ( 11 %) Commercial and Industrial 36 Sales comparison, Market approach - guideline transaction method Loss given default 80 % ( 80 )% F-47 Table of Contents Quantitative Information about Level 3 Fair Value Measurements as of December 31, 2023 (dollars in thousands) Fair Value Valuation Technique Significant Unobservable Input Range (Weighted Average) Recurring fair value Loans held for investment at fair value $ 13,726 Discounted cash flow Discount rate 7 % to 8 % ( 8 %) Guarantee asset 189 Discounted cash flow Discount rate Prepayment rate 5 % ( 5 %) 5 % ( 5 %) IRLC, net 345 Best execution model Pull through 48 % to 100 % ( 86 %) Equity Warrants 795 Black-Scholes option pricing model Volatility Risk-free interest rate Remaining life 20.1 % to 23.0 % ( 22.4 )% 4.62 % ( 4.62 )% 2 to 2.03 years Nonrecurring fair value Collateral dependent loans: Consumer and Other 7,500 Sales Comparison-Market Value Approach Market rate adjustments 46 % ( 8 )% 1-4 Family Residential 2,438 Sales Comparison-Market Value Approach Market rate adjustments 46 % ( 8 )% Commercial and Industrial 24,791 Sales Comparison-Market Value Approach Market rate adjustments 46 % ( 8 )% Commercial and Industrial 148 Sales comparison, Market approach - guideline transaction method Loss given default 14 % to 62 % ( 20 )% Commercial and Industrial 799 Sales Comparison-Market Value Approach Market rate adjustments 11 % ( 11 )% Owner Occupied CRE 3,980 Sales Comparison-Market Value Approach Market rate adjustments 46 % ( 8 )% Estimated Fair Value of Other Financial Instruments The following presents carrying amounts and estimated fair values for financial instruments not carried at fair value as of the dates noted (dollars in thousands): Carrying Amount Fair Value Measurements Using: December 31, 2024 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 236,041 $ 236,041 $ — $ — Held-to-maturity debt securities, net of ACL 75,724 242 60,044 7,875 Loans, net (1) 2,399,952 — — 2,325,081 Accrued interest receivable 10,364 10,364 — — Liabilities: Term deposits (2) 471,415 429,008 — 42,764 Non-term deposits 2,042,794 2,042,794 — — Borrowings: FHLB borrowings – fixed rate 5,000 5,000 — — FHLB borrowings – floating rate 50,000 — 50,000 — Federal Reserve borrowings – fixed rate 2,038 2,038 — — Subordinated notes – fixed-to-floating rate 52,565 — — 48,451 Accrued interest payable 1,995 1,995 — — F-48 Table of Contents Carrying Amount Fair Value Measurements Using: December 31, 2023 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 254,442 $ 254,442 $ — $ — Held-to-maturity debt securities, net of ACL 74,102 243 58,229 8,144 Loans, net (1) 2,493,258 — — 2,395,468 Accrued interest receivable 11,428 11,428 — — Liabilities: Term deposits (2) 496,452 414,613 — 82,564 Non-term deposits 2,032,587 2,032,587 — — Borrowings: FHLB borrowings – fixed rate 41,175 41,175 — — FHLB borrowings – floating rate 50,000 — 49,986 — Federal Reserve borrowings – fixed rate 34,536 3,539 30,936 — Subordinated notes – fixed-to-floating rate 52,340 — — 48,228 Accrued interest payable 3,793 3,793 — — _____________________________ (1) Excludes loans accounted for under the fair value option of $ 7.3 million and $ 13.7 million as of December 31, 2024 and 2023, respectively, as these are carried at fair value. (2) Term deposits due within one year totaling $ 429.0 million and $ 414.6 million as of December 31, 2024 and 2023, respectively, are classified under Level 1 fair value measurement. The fair value estimates presented and discussed above are based on pertinent information available to management as of the dates specified. The estimated fair value amounts are based on the exit price notion set forth by ASU 2016-01. Although management is not aware of any factors that would significantly affect the estimated fair values, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since the balance sheet dates. Therefore, current estimates of fair value may differ significantly from the amounts presented herein. The methods and assumptions, not previously presented, used to estimate fair values are described as follows: Cash and Cash Equivalents : The carrying amounts of cash and cash equivalents approximate fair values as maturities are less than 90 days and balances are generally in accounts bearing current market interest rates. Held-to-maturity debt securities : The fair values for held-to-maturity investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities is not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Loans, net : The fair values for all fixed-rate and variable-rate performing loans were estimated using the income approach and by discounting the projected cash flows of such loans. Principal and interest cash flows were projected based on the contractual terms of the loans, including maturity, contractual amortization and adjustments for prepayments and expected losses, where appropriate. A discount rate was developed based on the relative risk of the cash flows, considering the loan type, maturity and a required return on capital. Accrued Interest Receivable and Payable : The carrying amounts of accrued interest approximate fair value due to their short-term nature. Deposits : The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amounts payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting dates. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Fixed and Floating Rate Borrowings : Borrowings with fixed rates are valued using inputs such as discounted cash flows and current interest rates for similar instruments and borrowers with similar credit ratings. Fixed-to-Floating Rate Borrowings : Borrowings with fixed-to-floating rates are valued using inputs such as discounted cash flows and current interest rates for similar instruments and assume the Company will redeem the instrument prior to the first interest rate reset date. F-49 Table of Contents NOTE 17 – DERIVATIVES During the first quarter of 2023, the Company entered into interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. Cash Flow Hedges: On March 21, 2023, the Company executed an interest rate swap with a notional amount that was designated as a cash flow hedge of certain Federal Home Loan Bank borrowings. The swap hedges the benchmark index (SOFR) with a receive float/pay fixed swap for the period March 21, 2023 through April 1, 2026. The notional amount of the interest rate swap as of December 31, 2024 and 2023 was $ 50.0 million. As of December 31, 2024 and 2023, this hedge was determined to be effective, and the Company expects the hedge to remain effective during the remaining terms of the swap. Derivatives Not Designated as Hedges: The Company periodically enters into interest rate swaps to offset interest rate exposure with its commercial variable rate loan clients. Clients with variable rate loans may choose to enter into an interest rate swap to hedge the interest rate risk on the loan and effectively pay a fixed rate payment. The Company will simultaneously enter into an interest rate swap on the same underlying loan and notional amount to hedge risk on the fixed rate loan. The notional amount of interest rate swaps with its loan customers as of December 31, 2024 and 2023, was $ 70.4 million and $ 30.3 million, respectively. While these derivatives represent economic hedges, they do not qualify as hedges for accounting purposes. The Company presents derivative position gross on the balance sheet. The following table reflects the fair value of derivatives recorded on the Consolidated Balance Sheets as of the dates noted: December 31, 2024 December 31, 2023 (dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value Included in other assets: Derivatives designated as hedges: Interest rate swaps - cash flow hedge $ 50,000 $ 129 $ 50,000 $ 77 Derivatives not designated as hedging instruments: Interest rate swaps related to customer loans 70,353 931 30,325 686 Total included in other assets $ 1,060 $ 763 Included in other liabilities: Derivatives designated as hedges: Interest rate swaps - cash flow hedge $ — $ — $ — $ — Derivatives not designated as hedging instruments: Interest rate swaps related to customer loans 70,353 956 30,325 740 Total included in other liabilities $ 956 $ 740 The effect of cash flow hedge accounting on accumulated other comprehensive income for the years ended December 31, 2024 and 2023 were as follows: December 31, 2024 December 31, 2023 (dollars in thousands) Unrealized Gain (Loss) Recorded in OCI on Derivative Location of Gain (Loss) Reclassified from OCI into Income Amount of Gain (Loss) Reclassified from OCI into Income Unrealized Gain (Loss) Recorded in OCI on Derivative Location of Gain (Loss) Reclassified from OCI into Income Amount of Gain (Loss) Reclassified from OCI into Income Interest rate contracts $ 39 $ — $ — $ 58 $ — $ — F-50 Table of Contents For the year ended December 31, 2024 and 2023, the Company recorded $ 0.7 million and $ 0.5 million, respectively, of interest income related to the swap to Other borrowed funds interest expense on the Consolidated Statements of Income. The effect of derivatives not designated as hedging instruments recorded in Other non-interest income on the Consolidated Statements of Income for the years ended December 31, 2024 and 2023 was $ 0.0 million and $ 0.1 million, respectively. NOTE 18 – SEGMENT REPORTING The Company’s reportable segments consist of Wealth Management and Mortgage. The chief operating decision maker ("CODM") is the Chief Executive Officer. The measure of profit or loss used by the CODM to identify and measure the Company’s reportable segments is income before income tax. The CODM uses income before income tax to determine resource allocation during the annual budget and forecast process and to monitor monthly budgeted versus actual results in assessing performance of the segments. The Wealth Management segment consists of operations relative to the Company’s fully integrated wealth management products and services. Services provided include deposit, loan, insurance, and trust and investment management advisory products and services. Parent company activity primarily consists of subordinated debt interest expense and is included within Wealth Management as management evaluates and makes business decisions for Wealth Management, including the parent company, collectively as one segment. The Mortgage segment consists of operations relative to the Company’s residential mortgage service offerings. Mortgage products and services are financial in nature for which premiums are recognized, net of expenses, upon the sale of mortgage loans to third parties. The following presents the financial information for each segment that is specifically identifiable or based on allocations using internal methods as of or during the periods presented (dollars in thousands): As of and for the year ended December 31, 2024 Wealth Management Mortgage Consolidated Income Statement Total interest and dividend income $ 151,519 $ 1,132 $ 152,651 Total interest expense 88,327 — 88,327 Provision for credit losses 1,933 — 1,933 Net interest income, after provision for credit losses 61,259 1,132 62,391 Net gain on mortgage loans — 4,912 4,912 All other non-interest income (1) 22,768 — 22,768 Total income before non-interest expense 84,027 6,044 90,071 Salaries and employee benefits expense 41,442 3,598 45,040 Depreciation and amortization expense 2,535 30 2,565 All other non-interest expense (2) 29,421 1,466 30,887 Income before income taxes $ 10,629 $ 950 $ 11,579 Goodwill $ 30,400 $ — $ 30,400 Total assets 2,891,615 27,422 2,919,037 _____________________________ (1) All other non-interest income for Wealth Management primarily includes Trust and investment management fees, Bank fees, Risk management and insurance fees, Net loss on loans accounted for under the fair value option, and Other. (2) All other non-interest expense for Wealth Management primarily includes Occupancy and equipment, Professional services, Technology and information systems, Data processing, Marketing, and Other. All other non-interest expense for Mortgage primarily includes Occupancy and equipment, Data processing, and Other. F-51 Table of Contents As of and for the year ended December 31, 2023 Wealth Management Mortgage Consolidated Income Statement Total interest and dividend income $ 144,837 $ 721 $ 145,558 Total interest expense 74,453 — 74,453 Provision for loan losses 10,355 — 10,355 Net interest income, after provision for loan losses 60,029 721 60,750 Net gain on mortgage loans — 2,826 2,826 All other non-interest income (1) 19,122 — 19,122 Total income before non-interest expense 79,151 3,547 82,698 Salaries and employee benefits expense 40,656 4,546 45,202 Depreciation and amortization expense 2,344 33 2,377 All other non-interest expense (2) 26,491 1,567 28,058 Income (loss) before income taxes $ 9,660 $ ( 2,599 ) $ 7,061 Goodwill $ 30,400 $ — $ 30,400 Total assets 2,966,612 8,850 2,975,462 _____________________________ (1) All other non-interest income for Wealth Management primarily includes Trust and investment management fees, Bank fees, Risk management and insurance fees, Net loss on loans accounted for under the fair value option, and Other. (2) All other non-interest expense for Wealth Management primarily includes Occupancy and equipment, Professional services, Technology and information systems, Data processing, Marketing, and Other. All other non-interest expense for Mortgage primarily includes Occupancy and equipment, Data processing, and Other. NOTE 19 – LOW-INCOME HOUSING TAX CREDIT INVESTMENTS On December 19, 2019, the Company invested in a low-income housing tax credit ("LIHTC") investment. On June 26, 2023, the Company entered into two LIHTC investments for $ 3.0 million per investment. As of December 31, 2024 and 2023, total unfunded commitments related to LIHTC investments totaled $ 4.1 million and $ 4.9 million, respectively. As of December 31, 2024 and 2023, the total balance of all LIHTC investments was $ 3.1 million and $ 3.1 million, respectively. These balances are reflected in the Other assets line item of the Consolidated Balance Sheets. The Company uses the proportional amortization method to account for these investments. Amortization expense is included within the Income tax expense line item of the Consolidated Statements of Income. During the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ 0.8 million and $ 0.5 million, respectively. Additionally, during the years ended December 31, 2024 and 2023, the Company recognized $ 0.7 million and $ 0.4 million, respectively, of tax credits and other benefits from the LIHTC investments. During the years ending December 31, 2024 and 2023, the Company did not incur any impairment losses. F-52 Table of Contents NOTE 20 – CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY The following presents condensed financial statements pertaining only to FWFI (dollars in thousands). Investments in subsidiaries are stated using the equity method of accounting. December 31, Condensed Balance Sheets 2024 2023 Assets Cash and cash equivalents $ 17,178 $ 20,983 Investment in subsidiaries 282,491 268,966 Other assets 5,474 5,530 Total assets $ 305,143 $ 295,479 Liabilities Subordinated notes $ 52,565 $ 52,340 Other liabilities 256 401 Total liabilities 52,821 52,741 Shareholders' Equity Total shareholders’ equity 252,322 242,738 Total liabilities and shareholders’ equity $ 305,143 $ 295,479 Year Ended December 31, Condensed Statements of Income 2024 2023 Income Non-interest loss ( 338 ) ( 1,280 ) Total loss ( 338 ) ( 1,280 ) Expense Interest expense 2,951 2,928 Non-interest expense 309 328 Total expense 3,260 3,256 Loss before income tax and equity in undistributed income of subsidiaries ( 3,598 ) ( 4,536 ) Income tax benefit 454 999 Loss before equity in undistributed income of subsidiaries ( 3,144 ) ( 3,537 ) Equity in undistributed income to subsidiaries 11,617 8,762 Net income $ 8,473 $ 5,225 F-53 Table of Contents Year Ended December 31, Condensed Statements of Cash Flows 2024 2023 Cash flows from operating activities Net income $ 8,473 $ 5,225 Adjustments: Amortization 225 225 Undistributed equity in subsidiaries ( 11,617 ) ( 8,762 ) Change in other assets 56 ( 1,806 ) Change in other liabilities ( 147 ) ( 77 ) Net cash used in operating activities ( 3,010 ) ( 5,195 ) Cash flows from financing activities Repurchase of common stock ( 89 ) — Settlement of restricted stock ( 706 ) ( 439 ) Proceeds from the exercise of stock options — 245 Net cash used in financing activities ( 795 ) ( 194 ) Net change in cash and cash equivalents ( 3,805 ) ( 5,389 ) Cash and cash equivalents, beginning of year 20,983 26,372 Cash and cash equivalents, end of year $ 17,178 $ 20,983 Supplemental cash flow information: Interest paid on borrowed funds $ 2,950 $ 2,988 Supplemental noncash disclosures: Stock-based compensation $ 1,486 $ 1,843 NOTE 21 – OTHER NON-INTEREST EXPENSE Other non-interest expense as shown in the Consolidated Statements of Income is detailed in the following schedule to the extent the components exceed one percent of total interest income and other income: Year Ended December 31, (dollars in thousands) 2024 2023 Corporate development and related $ 2,904 $ 2,685 Loan and deposit related 2,564 2,124 Provision for other real estate owned 1,107 — Other 861 565 Total other non-interest expense $ 7,436 $ 5,374 NOTE 22 – REGULATORY CAPITAL MATTERS First Western and the Bank are subject to various regulatory capital adequacy requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and, additionally for banks, the regulatory framework for prompt corrective action, First Western and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. F-54 Table of Contents First Western and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators regarding components, risk weightings and other factors. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks ("Basel III rules") have been fully phased in. The net unrealized gain or loss on held-to-maturity debt securities included in AOCI and accumulated net gains or losses on cash flow hedges are not included in computing regulatory capital. During the years ended December 31, 2024 and 2023, First Western made no capital injections into the Bank. Management believes as of December 31, 2024, First Western and the Bank meet all capital adequacy requirements to which they are subject. Prompt corrective action regulations for First Western and the Bank provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The standard ratios established by First Western and the Bank’s primary regulators to measure capital require First Western and the Bank to maintain minimum amounts and ratios, set forth in the following table. These ratios are common equity Tier 1 capital ("CET1"), Tier 1 capital and total capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). The actual capital ratios of First Western and the Bank, along with the applicable regulatory capital requirements as of December 31, 2024, were calculated in accordance with the requirements of Basel III. The final rules of Basel III also established a "capital conservation buffer" of 2.5 % above new regulatory minimum capital ratios. The minimum capital ratios inclusive of the capital conservation buffer are as follows: (i) a CET1 ratio of 7.0 %; (ii) a Tier 1 capital ratio of 8.5 %; and (iii) a total capital ratio of 10.5 %. Banks are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that can be utilized for such activities. As of December 31, 2024, the most recent filings with the FDIC categorized First Western and the Bank as well capitalized under the regulatory guidelines. To be categorized as well capitalized, an institution must maintain minimum CET1 risk-based, Tier 1 risk-based, total risk-based, and Tier 1 leverage ratios as set forth in the following table. Management believes there are no conditions or events since December 31, 2024 that have changed the categorization of First Western and the Bank as well capitalized. Management believes First Western and the Bank met all capital adequacy requirements to which they are subject to as of December 31, 2024 and 2023. The following presents the actual and required capital amounts and ratios as of the dates noted (dollars in thousands): Actual Required for Capital Adequacy Purposes (1) To be Well Capitalized Under Prompt Corrective Action Regulations December 31, 2024 Amount Ratio Amount Ratio Amount Ratio Tier 1 capital to risk-weighted assets Bank $ 256,419 11.41 % $ 134,831 6.0 % $ 179,774 8.0 % Consolidated 226,244 10.07 N/A N/A N/A N/A CET1 to risk-weighted assets Bank 256,419 11.41 101,123 4.5 146,067 6.5 Consolidated 226,244 10.07 N/A N/A N/A N/A Total capital to risk-weighted assets Bank 271,981 12.10 179,774 8.0 224,718 10.0 Consolidated 294,807 13.12 N/A N/A N/A N/A Tier 1 capital to average assets Bank 256,419 8.94 114,681 4.0 143,351 5.0 Consolidated 226,244 7.88 N/A N/A N/A N/A F-55 Table of Contents Actual Required for Capital Adequacy Purposes (1) To be Well Capitalized Under Prompt Corrective Action Regulations December 31, 2023 Amount Ratio Amount Ratio Amount Ratio Tier 1 capital to risk-weighted assets Bank $ 244,390 10.54 % $ 139,126 6.0 % $ 185,502 8.0 % Consolidated 218,150 9.40 N/A N/A N/A N/A CET1 to risk-weighted assets Bank 244,390 10.54 104,345 4.5 150,720 6.5 Consolidated 218,150 9.40 N/A N/A N/A N/A Total capital to risk-weighted assets Bank 265,391 11.45 185,502 8.0 231,877 10.0 Consolidated 292,151 12.59 N/A N/A N/A N/A Tier 1 capital to average assets Bank 244,390 8.71 112,244 4.0 140,306 5.0 Consolidated 218,150 7.77 N/A N/A N/A N/A _____________________________ (1) Does not include capital conservation buffer. The Company's principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of December 31, 2024, $ 113.8 million of retained earnings is available to pay dividends from the Bank. As of December 31, 2024 and 2023, no dividends were declared and paid by the Bank. NOTE 23 – SUBSEQUENT EVENTS On February 19, 2025 the Company sold one OREO property that had a carrying value of $ 25.6 million as of December 31, 2024. The sale resulted in a gain of $ 1.0 million. Additionally, the Company is under contract to sell an OREO property that is expected to close in March 2025. ***** F-56 Table of Contents Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.