What changed in this filing

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Item 1A. Risk Factors

2026-03-13 compared with 2025-03-14 · 102 added, 98 removed, 334 unchanged (37% of the section changed)

9 unchanged sentences

As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of their loans, if any, may be insufficient.

In addition, there are risks inherent in making any loan, including risks with respect to the period of time the loan may be repaid;

risks relating to proper loan underwriting;

risks resulting from changes in economic and industry conditions such as inflationary pressures;

tariffs and trade wars;

and risks inherent in dealing with individual borrowers.

In addition, there are risks inherent in making any loan, including risks with respect to the period of time the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual borrowers.

The creditworthiness of a borrower is affected by many factors including local market conditions and general economic conditions.

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A significant portion of our loan portfolio consists of real estate loans, which subjects us to the potential impairment of the collateral securing the loan if the real estate market experiences negative changes and the costs and potential risks associated with the ownership of the real property if we are forced to foreclose.

Real estate values in many Louisiana markets have experienced periods of fluctuation over the last several years.

Real estate values in our markets have experienced periods of fluctuation in the past.

As of December 31, 2025, $1.77 billion, or 78.7%, of loans HFI were secured by real estate as the primary component of collateral.

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As of December 31, 2025, we held OREO totaling $36,000.

This amount could increase in the future, depending upon the level of our real estate foreclosures and our ability to efficiently divest of the foreclosed OREO.

This amount could increase in the future, depending upon the level of our real estate foreclosures and our ability to efficiently divest the foreclosed OREO.

The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to, general or local economic conditions, environmental cleanup liability, assessments, interest rates, real estate tax rates, operating expenses of the mortgaged properties, ability to obtain and maintain adequate occupancy of the properties, zoning laws, governmental and regulatory rules, and natural disasters.

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A downturn in the housing market coupled with elevated unemployment rates may also result in a decline in demand for our products and services.

Rising insurance costs may affect the borrower’s ability to make timely payments and may also impact the value of the underlying real estate due to higher costs of ownership.

In addition, in a declining interest rate environment, there may be an increase in prepayments on residential loans as borrowers refinance their loans at lower rates, which may adversely affect our business and profitability.

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At the same time, the marketability of the property securing a residential loan may be adversely affected by any reduced demand resulting from higher interest rates.

A significant portion of our loan portfolio is comprised of commercial and industrial loans secured by receivables, inventory, equipment, or other commercial collateral, and the deterioration in the collateral’s value could expose us to credit losses.

A portion of our loan portfolio is comprised of commercial and industrial loans secured by receivables, inventory, equipment, or other commercial collateral, and the deterioration in the collateral’s value could expose us to credit losses.

As of December 31, 2025, approximately $392.8 million, or 17.5%, of loans HFI were commercial and industrial loans collateralized, in general, by general business assets including, among other things, accounts receivable, inventory, equipment, and available real estate, and most are backed by a personal guaranty of the borrower or principal.

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However, an appraisal is only an estimate of the value of the property at the time the appraisal is made.

estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made.

Because real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made.

As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property.

In addition, we rely on appraisals and other valuation techniques to establish the value of our OREO and personal property that we acquire through foreclosure and to determine certain estimated losses.

If any of these valuations are inaccurate, our combined and consolidated financial statements may not reflect the correct value of our OREO or personal property, and our ACL may not reflect accurate estimated losses.

If any of these valuations are inaccurate, our consolidated financial statements may not reflect the correct value of our OREO or personal property, and our ACL may not reflect accurate estimated losses.

The amount of our nonperforming assets may increase significantly, resulting in additional losses, costs, and expenses.

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A significant portion of our business is focused on small to medium-sized businesses, which frequently have smaller market shares than their competition;

may be more vulnerable to economic downturns, inflation, and labor market and supply chain constraints;

may be more vulnerable to economic downturns, inflation, labor market and supply chain constraints, tariffs, trade policy, and trade wars;

may often need substantial additional capital to expand or compete;

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We could be subject to losses, regulatory action, or reputational harm due to fraudulent and negligent acts on the part of loan applicants, our employees, and other parties.

In deciding whether and upon what terms to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, property appraisals, title information, employment and income documentation, account information, and other financial information.

In deciding whether and upon what terms to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements, property appraisals, title information, employment and income documentation, account information, and other financial information.

We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors.

Any misrepresentation or incorrect or incomplete information, whether fraudulent or inadvertent, may not be detected prior to entering into the transaction.

Any misrepresentation or incorrect or incomplete information, whether fraudulent or inadvertent, may not be detected prior to entering into a transaction.

In addition, there could be a significant breakdown or failure in our systems or processes in compiling that information, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our loan documentation, operations, or systems.

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An increase in the general level of interest rates may reduce loan demand and loan fees, decrease loan repayments, create deposit rate pressure, while increasing the yield on short-term interest-bearing assets and on new and renewing loans and securities.

Higher interest rates could adversely affect the ability of borrowers of floating rate loans to meet their higher payment obligations, which could result in an increase in delinquencies and charge-offs, and increase the cost of deposits.

Higher interest rates could also increase the cost of deposits.

The fair market value of our securities portfolio, the investment income, and the cash flows from these securities also fluctuate depending on general economic and market conditions.

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Although management believes it has implemented effective asset and liability management strategies to manage the effects of changes in interest rates, any significant and unexpected change in market rates could have a material negative effect on our financial condition and earnings, and our strategies may not always be successful in managing the risks associated with changes in interest rates.

Natural disasters, acts of war or terrorism, the impact of pandemics, civil unrest, and other external events could result in a disruption of our operations and increases in credit losses.

We are a community banking franchise concentrated in Louisiana.

A significant portion of our business is generated from Louisiana markets that have been, and may continue to be, damaged by major hurricanes, floods, tropical storms, tornadoes, ice storms, and other natural disasters.

Natural disasters can disrupt our operations, cause widespread property damage, and severely depress the local economies in which we operate.

A deterioration in local economic conditions or in the residential or CRE markets could have an adverse effect on the quality of our loan portfolio, the demand for our products and services, the ability of borrowers to timely repay loans, and the value of the collateral securing loans.

As of December 31, 2024, 94.2% of loans HFI were made to borrowers who reside or conduct business in Louisiana, and substantially all of our real estate loans are secured by properties located in Louisiana.

If the population, employment, or income growth in any of our markets is negative or slower than projected, income levels, deposits, and real estate development could be adversely impacted, which could adversely affect our business and profitability.

Additionally, our business could be adversely affected by the effects of war and international conflict, civil unrest, inflation, trade policy and tariffs, labor market and supply chain constraints, or a widespread outbreak of pandemics.

Further, we are monitoring the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, as well as the current tensions with China.

While we do not expect that these conflicts will be directly material to us, associated effects of the geopolitical instability, such as the imposition of sanctions against any country and their response to such sanctions (including retaliatory acts like cyber-attacks and sanctions against other countries), could adversely affect the global economy or domestic markets, including ours.

If the economies in our primary markets experience an overall decline as a result of these types of external events, demand for loans and our other products and services could be reduced.

In addition, the rate of delinquencies, foreclosures, bankruptcies, and losses on loan portfolios may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair our borrowers’ ability to repay their loans.

Such external events could, therefore, result in decreased revenue and increased credit losses for us.

As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways, including demand for our products and services, inflation, and financial markets.

As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways.

Our business and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits, and investing in securities, are sensitive to general business and economic conditions in the U.S.

Our business environment can be impacted by uncertainty about the federal fiscal and monetary policymaking process.

Our business environment can be impacted by uncertainty about the federal fiscal and monetary policymaking process, as well as events such as government debt ceilings and shutdowns.

Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control.

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The primary impact of inflation on our operations is our ability to manage the impact of changes in interest rates, which could impact the demand for our products and services.

In addition, we could also experience increased operating costs related to providing our products and services as a result of inflation.

In addition, we could also experience increased operating costs related to providing our products and services as a result of inflation, supply chain disruptions, or increased wage pressure.

The medium and long-term fiscal outlook of the federal government and U.S.

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As of December 31, 2025, we had $560.2 million in unfunded credit commitments to our customers.

credit elsewhere, the increasing costs of credit, or the limited availability of financings from alternative sources.

Actual borrowing needs of our customers may exceed our expectations, especially during a challenging economic environment when our customers may be more dependent on our credit commitments due to reduced income or the lack of available credit elsewhere, the increasing costs of credit, or the limited availability of financings from alternative sources.

This could adversely affect our liquidity, which could impair our ability to fund operations and meet obligations as they become due.

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Health care loans, which were $194.3 million, or 8.6% of loans HFI as of December 31, 2025, are our largest industry concentration.

These loan consist of loans to nursing and residential care facilities and physician and dental practices.

These loans consist of loans to nursing and residential care facilities and physician and dental practices.

To the extent that adverse economic conditions or other factors disproportionately and negatively impact the health care sector, it could lead to increased credit losses in our loan portfolio

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General uncertainty resulting from continued volatility could have other adverse impacts such as job losses in industries tied to energy, lower borrowing needs, higher transaction deposit balances, or a number of other effects that are difficult to isolate or quantify, particularly in states with significant dependence on the energy industry like Louisiana, all of which could lead to increased credit losses in our loan portfolio.

Natural disasters and other external events could result in a disruption of our operations and increases in credit losses.

We are a community banking franchise concentrated in Louisiana.

A significant portion of our business is generated from Louisiana markets that have been, and may continue to be, impacted by major hurricanes, floods, tropical storms, tornadoes, ice storms, and other natural disasters.

Natural disasters can disrupt our operations, cause widespread property damage, and severely depress the local economies in which we operate.

As of December 31, 2025, 94.4% of loans HFI were made to borrowers who reside or conduct business in Louisiana, and substantially all of our real estate loans are secured by properties located in Louisiana.

Additionally, our business could be adversely affected by the effects of war and international conflict, civil unrest, inflation, trade and tariff policies, trade wars, labor market and supply chain constraints, perceived or actual stock market bubbles, government shutdowns, or a widespread outbreak of pandemics.

Further, we are monitoring the ongoing military conflicts between Russia and Ukraine, as well as current tensions in Venezuela, China, and the Middle East, including Iran, and between China and Taiwan.

While we do not expect that these conflicts or tensions will be directly material to us, associated effects of the geopolitical instability, such as the imposition of sanctions against any country and their response to such sanctions (including retaliatory acts like cyber-attacks and sanctions against other countries), could adversely affect the global economy or domestic markets, including ours.

If the economies in our primary markets experience an overall decline as a result of these types of external events, demand for loans and our other products and services could be reduced.

Such external events could, therefore, result in decreased revenue and increased credit losses for us.

Risks Related to Our Competition and Services

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As a result, our reputation is one of the most valuable components of our business.

Our competitors are generally larger and may have significantly more resources, greater name recognition, and more extensive and established branch networks or geographic footprints.

We face deposit and other competition from both bank and non-bank providers through a variety of new and evolving alternative payment mechanisms.

These alternative payment mechanisms include cryptocurrencies and crypto assets, especially stablecoins, prepaid systems, and payment services targeting users of social networks, communications platforms, and gaming, which may attract funds from traditional banking channels like ours.

Some of our competitors are larger and may have significantly more resources, greater name recognition, and more extensive and established branch networks or geographic footprints.

Because of their scale, many of these competitors can be more aggressive on loan and deposit pricing.

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Our failure to compete effectively in our primary markets could cause us to lose market share.

We may be adversely affected by the soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and soundness of other financial institutions.

Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships.

We have exposure to different industries and counterparties and exposure through transactions with counterparties in the financial services industry, including broker-dealers, commercial banks, investment banks, and other financial intermediaries.

In addition, we participate in loans originated by other institutions, and we participate in syndicated transactions (including shared national credits) in which other lenders serve as the lead bank.

Further, high-profile bank failures in 2023 have resulted in some degree of public awareness and caused widespread questions about potential concerns in the financial institutions industry.

Failures by, declines in the financial condition of, or even rumors or questions about one or more financial institutions, financial service companies, or the financial services industry generally, may lead to a decline in market-wide liquidity, asset quality problems, or other problems and could lead to losses or defaults by us or by other institutions.

We may not be able to implement our expansion strategy, which may adversely affect our ability to maintain our historical earnings trends.

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Also, as consolidation of the financial services industry continues, the number of appropriate targets may decrease and the price for potential acquisitions may increase, which could reduce our potential returns and reduce the attractiveness of these opportunities to us.

In addition, we cannot provide assurance that we will be able to successfully integrate any business or assets we acquire with our existing business.

In addition, we cannot provide assurance that we will be able to successfully integrate any business or assets we acquire.

The integration of acquired operations and assets may require substantial management time, effort, and resources and may divert management’s focus from other strategic opportunities and operational matters.

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If we fail to implement one or more aspects of our expansion strategy, we may be unable to maintain our historical growth and earnings trends.

New lines of business, products, product enhancements, or services may subject us to additional risks.

From time to time, we implement new lines of business or offer new products and product enhancements as well as new services within our existing lines of business.

New lines of business, products, product enhancements, services, or technologies may subject us to additional risks.

As we continue to grow, our success will be partially dependent upon our ability to address the needs of our customers and enhance operational efficiencies.

From time to time, we may implement new lines of business;

offer new products, services, or technologies;

or offer product enhancements within our existing lines of business.

In doing so, we may invest significant time and resources.

At the same time, we may not allocate the appropriate level of resources or expertise necessary to make these new efforts successful or to realize their expected benefits.

Further, initial timetables for the introduction and development of new lines of business, products, product enhancements, or services may not be achieved, and price and profitability targets may not prove feasible.

Further, initial timetables for the introduction and development of new lines of business, products, product enhancements, services, or technologies may not be achieved, and price and profitability targets may not prove feasible.

As a result, we may not fully realize the anticipated benefits from these efforts, or we may incur significant costs to overcome related challenges in a timely manner.

External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the ultimate implementation.

Any new line of business, product, product enhancement, or service could also have a significant impact on the effectiveness of our system of internal controls and subject us to additional, unknown risks.

For example, many of our larger competitors have substantially greater resources to invest in these efforts.

As a result, they may be able to offer additional or superior products, which would put us at a competitive disadvantage.

Accordingly, we may lose customers seeking technology-driven products and services that we are not able to provide.

Any new line of business, product, product enhancement, service, or technology could also have a significant impact on the effectiveness of our system of internal controls and subject us to additional, unknown risks.

We may be adversely affected by the soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and soundness of other financial institutions.

Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships.

In addition, we participate in loans originated by other institutions, and we participate in syndicated transactions (including shared national credits) in which other lenders serve as the lead bank.

Risks Related to Our Financial Stability

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We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations.

As can be seen from events in 2023 regarding the operations and failures of other banks in the U.S., an inability to mitigate deposit withdrawals and to raise funds through new deposits, borrowings, the sale of investment securities at or above the value of such securities on our books, and other sources could have a material adverse effect on liquidity.

An inability to mitigate deposit withdrawals and to raise funds through new deposits, borrowings, the sale of investment securities at or above the value of such securities on our books, and other sources could have a material adverse effect on liquidity.

Our most important source of funds is deposits.

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Our other primary sources of liquidity consist of cash flows from operations, loan repayments, maturities and sales of investment securities, and proceeds from the issuance and sale of our equity to investors.

As a secondary source of liquidity, we have the ability to borrow overnight funds from other financial institutions with whom we have a correspondent

relationship.

As a secondary source of liquidity, we have the ability to borrow overnight funds from other financial institutions with whom we have a correspondent relationship.

We also have the ability to borrow from the FHLB of Dallas and the Federal Reserve Bank’s Discount Window facility.

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Risks Related to Our Operations

We rely heavily on our executive management team and other key employees, and we could be adversely affected by an unexpected loss of their service.

Our success depends in large part on the performance of our key personnel, as well as on our ability to attract, motivate, and retain highly qualified management and employees.

We rely heavily on our executive management team, directors, and other key employees, and we could be adversely affected by an unexpected loss of their service.

Our success depends in large part on the performance of our key personnel, as well as on our ability to attract, motivate, and retain highly qualified management, directors, and employees.

Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be difficult.

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Further, we may not be able to identify and hire qualified replacement personnel on terms acceptable to us, or at all, whether due to tightening labor conditions or otherwise.

If we unexpectedly lose the services of one or more of our key personnel and are unable to replace them, we would also lose the benefit of their skills, knowledge of our primary markets, and years of industry experience, which could adversely affect our business and profitability.

If we unexpectedly lose the services of one or more of our management team, directors, or key personnel and are unable to replace them, we would also lose the benefit of their skills, knowledge of our primary markets, and years of industry experience, which could adversely affect our business and profitability.

We are subject to laws regarding the privacy, information security, and protection of personal information.

Unauthorized access, cyber-crime, and other threats to data security may require significant resources, harm our reputation, and otherwise cause harm to our business.

In the ordinary course of our business, we necessarily collect, use, and retain, on various information systems that we maintain and in those maintained by third-party providers and, in some cases, vendors retained by those third parties, personal and financial information concerning individuals and businesses with which we have a banking relationship.

We also maintain important internal company data such as personally identifiable information about our employees and information about our operations.

Threats to data security such as unauthorized access and cyber-attacks emerge and change rapidly.

Threats to data security such as unauthorized access and cyber-attacks

emerge and change rapidly.

These threats may increase our costs for protection or remediation.

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Because our IT and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity.

Additionally, our operations could be interrupted if any of our third-party service providers experience financial difficulty, are inadvertently or intentionally negligent, are subject to cybersecurity breaches, fail to effectively manage their providers, terminate their services, or fail to comply with applicable banking regulations.

Additionally, our operations could be interrupted if any of our third-party service providers experience financial difficulty, are inadvertently or intentionally negligent, are subject to cybersecurity breaches or other cyber events, fail to effectively manage their providers, terminate their services, or fail to comply with applicable banking regulations.

We are subject to claims, litigation, and other proceedings that could result in legal liability.

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Regardless of their merits, scope, validity, or ultimate outcomes, such matters are costly, time-consuming, may result in protracted litigation or otherwise divert management’s attention, and may materially and adversely affect our reputation, even if resolved favorably.

We have a continuing need for technological improvements, and we may not have the resources to effectively implement new technology, or we may experience operational challenges when implementing new technology.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services.

As we continue to grow, our success will be partially dependent upon our ability to address the needs of our customers and enhance operational efficiencies through the use of technology.

We may experience operational challenges as we implement these new technology products or enhancements.

As a result, we may not fully realize the anticipated benefits from our new technology, or we may incur significant costs to overcome related challenges in a timely manner.

Many of our larger competitors have substantially greater resources to invest in technological improvements.

As a result, they may be able to offer additional or superior products, which would put us at a competitive disadvantage.

Accordingly, we may lose customers seeking technology-driven products and services that we are not able to provide.

Our financial results depend on management’s selection of accounting methods and certain assumptions and estimates.

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We utilize data and modeling in our management’s decision-making, and faulty data or modeling approaches could negatively impact our decision-making ability or subject us to regulatory scrutiny.

The use of statistical and quantitative models and other quantitative analysis is part of bank decision-making and is used in our operations.

The use of statistical and quantitative models and other quantitative analysis is part of management’s decision-making and is used in our operations.

It is also prevalent in regulatory compliance.

While we are not currently subject to annual stress testing under the Dodd-Frank Act or the Federal Reserve’s Comprehensive Capital Analysis and Review submissions, we currently utilize asset/liability management modeling and stress testing for monitoring and managing interest rate risk and liquidity.

We also use an ACL model to evaluate the ACL.

We also use a software system to model and evaluate the ACL.

While we believe the quantitative techniques and approaches of these models improve our decision-making, they also create the possibility that faulty data, flawed quantitative approaches, or misunderstanding or misuse of their outputs could negatively impact our decision-making ability or, if we become subject to regulatory stress-testing in the future, cause adverse regulatory scrutiny.

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We may have exposure for illegal, negligent, fraudulent, or other acts of these investment advisors and brokers.

Although we seek to limit this

exposure through clear disclosure, ongoing oversight, and contractual provisions requiring indemnification, limitations of liability, insurance coverage, and other similar protections, those obligations may not always be enforceable, or our third-party service providers ultimately may not have sufficient financial strength to fully comply, all of which may increase our financial exposure and adversely affect our business.

Although we seek to limit this exposure through clear disclosure, ongoing oversight, and contractual provisions requiring indemnification, limitations of liability, insurance coverage, and other similar protections, those obligations may not always be enforceable, or our third-party service providers ultimately may not have sufficient financial strength to fully comply, all of which may increase our financial exposure and adversely affect our business.

Climate related events and legislative and societal responses regarding climate change present risks to our business.

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We are also subject to risks relating to potential new climate change-related legislation or regulations, which could increase our and our customers’ costs.

For example, in 2022, the SEC proposed new climate disclosure rules, which if adopted, would require new climate-related disclosure in SEC filings, including certain climate-related metrics and greenhouse gas emissions data, information about climate-related targets and goals, transition plans, if any, and extensive attestation requirements.

Further, we may be exposed to negative publicity based on the identity and activities of those to whom we lend and with which we otherwise do business and the public’s view of the approach and performance of our customers and business partners with respect to climate-related matters.

The risks associated with these matters are continuing to evolve rapidly and the ultimate impact on our business is difficult to predict with any certainty.

The development and use of AI presents risks and challenges that may adversely affect our business.

We or our third-party (or fourth-party) vendors, clients, or counterparties may develop or incorporate AI technology in certain business processes, services, or products.

The development and use of AI presents a number of risks and challenges to our business.

The legal and regulatory environment relating to AI is uncertain and rapidly evolving.

These evolving laws and regulations could require changes in our implementation of AI technology and increase our compliance costs and the risk of non-compliance.

AI models, particularly generative AI models, may produce output or take action that is incorrect, that reflects biases included in the data on which they are trained, or that is otherwise harmful.

We may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which such third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, all of which are matters into which we may have limited visibility.

Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business.

Risks Related to an Investment in Our Common Stock

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Risk Factors” of this Report could have a material adverse effect on the market price of our common stock, causing the price of our common stock to decline.

The stock market and, in particular, the market for financial institution stocks, has experienced substantial fluctuations in recent years, which in many cases has been unrelated to the operating performance and prospects of particular companies.

The stock market and, in particular, the market for financial institution stocks, has experienced substantial fluctuations, which may or may not be related to the operating performance and prospects of particular companies.

In addition, significant fluctuations in the trading volume in our common stock may cause significant price variations to occur.

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Sales of substantial amounts of our equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock and could impair our ability to raise capital through future sales of our securities.

Our directors and executive officers have significant control over our business.

As of December 31, 2024, our directors and executive officers beneficially owned approximately 15.9% of our issued and outstanding shares of common stock.

Consequently, our management and board of directors may be able to significantly affect the outcome of the election of directors and the potential outcome of other matters submitted to a vote of our shareholders, such as mergers, the sale of substantially all of our assets, and other extraordinary corporate matters.

Our stock repurchase program may not enhance long-term stockholder value, and stock repurchases, if any, could increase the volatility of the price of our common stock and diminish our cash reserves.

We maintain a stock repurchase program.

The repurchase program authorizes us to purchase up to a set amount of our outstanding shares of common stock between specific dates.

Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions.

In the past few years we have also repurchased shares of our common stock outside of our stock repurchase programs in privately negotiated repurchases with approval from our board of directors.

Repurchases could affect our stock price and increase its volatility.

The existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock.

Additionally, stock repurchases could diminish our cash reserves, which could impact our ability to pursue possible future strategic opportunities and acquisitions, support our operations, invest in securities, and pay dividends, and could result in lower overall returns on our cash balances.

Stock repurchases may not enhance shareholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock, and short-term stock price fluctuations could reduce the program’s effectiveness.

Repurchases are subject to a nondeductible excise tax under the Inflation Reduction Act of 2022 equal to 1.0% of the fair market value of the shares repurchased, subject to certain limitations.

Our directors and named executive officers have significant control over our business.

As of December 31, 2025, our directors and named executive officers beneficially owned approximately 16.5% of our issued and outstanding shares of common stock.

Consequently, our management and board of directors may be able to significantly affect the outcome of the election of directors and the potential outcome of other matters submitted to a vote of our shareholders, such as mergers, the issuance of stock, the sale of substantially all of our assets, and other extraordinary corporate matters.

The interests of these insiders could conflict with the interests of our other shareholders.

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Although we do not currently have any outstanding preferred stock, our board of directors has the authority to issue up to 1,000,000 shares of preferred stock, and to determine the terms of each issuance of preferred stock and any indebtedness, without shareholder approval, which may be senior to our common stock.

As a result, holders of our

common stock bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings may negatively affect the market price of our common stock.

As a result, holders of our common stock bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings may negatively affect the market price of our common stock.

Our dividend policy may change without notice, and our future ability to pay dividends is subject to restrictions.

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Business - Supervision and Regulation.”

Our stock repurchase program may not enhance long-term stockholder value, and stock repurchases, if any, could increase the volatility of the price of our common stock and diminish our cash reserves.

We maintain stock repurchase programs.

The repurchase programs authorize us to purchase up to a set amount of our outstanding shares of common stock between specific dates.

Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions.

We have also repurchased shares of our common stock outside of our stock repurchase programs in privately negotiated repurchases with approval from the board of directors.

Repurchases could affect our stock price and increase its volatility.

Additionally, stock repurchases will diminish our cash reserves, which could impact our ability to pursue possible future strategic opportunities and acquisitions, support our operations, invest in securities, and pay dividends, and could result in lower overall returns on our cash balances.

Repurchases are subject to a nondeductible excise tax under the Inflation Reduction Act of 2022 equal to 1.0% of the fair market value of the shares repurchased, subject to certain limitations.

Our corporate governance documents, and certain corporate and banking laws applicable to us, could make a takeover more difficult.

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amend our bylaws without shareholder approval;

require the request of holders of at least 25.0% of the outstanding shares of our capital stock entitled to vote at a meeting to call a special shareholders’ meeting;

require the request of holders of at least 25.0% of the outstanding shares of our

capital stock entitled to vote at a meeting to call a special shareholders’ meeting;

establish an advance notice procedure for director nominations and other shareholder proposals;

and require prior regulatory application and approval of any transaction involving control of our organization.

and require prior regulatory application and approval of any transaction involving a change in control of our organization.

These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which our shareholders might otherwise receive a premium over the market price of our shares.

15 unchanged sentences

Business - Supervision and Regulation.”

Legislative and regulatory actions taken now or in the future, may increase our costs.

Current and past economic conditions, particularly in the financial markets, have resulted in government regulatory agencies and political bodies placing increased focus and scrutiny on the financial services industry.

New proposals for legislation and regulation continue to be introduced in the U.S.

Congress and by regulatory agencies, which could substantially increase regulation of the financial services industry;

impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices, including in the areas of compensation, interest rates, fees on products and services (including overdraft fees and NSF fees), financial product offerings, and disclosures;

and have an effect on collection and bankruptcy proceedings with respect to consumer residential real estate mortgages, among other things.

Certain aspects of current or proposed regulatory or legislative changes, if enacted or adopted, may impact the profitability of our business activities by requiring more oversight or changing certain of our business practices, including our ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest rate spreads.

They also may require us to invest significant management attention and resources to make necessary operational changes to comply, which could further impact the profitability of our business activities and increase our costs.

In addition, future changes in tax laws may have an adverse effect on our income tax expense, deferred tax balances, and the amount of taxes payable, which could have an adverse effect on our business and profitability.

New activities and expansion require regulatory approvals, and failure to obtain them may restrict our growth.

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We may also be required to open or sell banking centers as a condition to receiving regulatory approval, which condition may not be acceptable to us or, if acceptable to us, may reduce the benefit of any acquisition.

De novo expansion and any acquisitions carry with them numerous risks, including the inability to obtain all required regulatory approvals.

Federal and state banking agencies periodically conduct examinations of our business, and our failure to comply with any supervisory actions as a result of such examinations could result in regulatory action or penalties.

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Even if we satisfy the objectives of our capital plan and meet minimum capital requirements, it is possible that our regulators may ask us to raise additional capital.

For example, banking organizations experiencing significant internal growth, making acquisitions, or experiencing financial difficulties are often expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.

In addition, the Federal Reserve may require us to commit capital resources to support the Bank.

8 unchanged sentences

Business - Supervision and Regulation.”

Legislative and regulatory actions taken now or in the future, may increase our costs.

The impact of past economic conditions, particularly in the financial markets, have resulted in government regulatory agencies and political bodies placing increased focus and scrutiny on the financial services industry.

New proposals for legislation and regulation will continue to be introduced in the U.S.

Congress and by regulatory agencies, which could substantially increase regulation of the financial services industry;

and have an effect on collection and bankruptcy proceedings with respect to consumer residential real estate mortgages, among other things.

While the current administration has generally favored less regulatory burden on financial institutions, the priorities of the current administration or of future administrations could change

Certain aspects of future regulatory or legislative changes, if enacted or adopted, may impact the profitability of our business activities by requiring more oversight or changing certain of our business practices, including our ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest rate spreads.

Federal and state consumer lending laws may restrict our ability to originate certain mortgage loans, increase our risk of liability with respect to such loans, increase the time and expense associated with the foreclosure process, or prevent us from foreclosing at all.

2 unchanged sentences

They increase our cost of doing business and, ultimately, may prevent us from making certain loans.

They also may cause us to reduce the average percentage rate or the points and fees on loans that we do make.

They also may cause us to reduce the

average percentage rate or the points and fees on loans that we do make.

Additionally, consumer protection initiatives or changes in state or federal law may substantially increase the time and expense associated with the foreclosure process or prevent us from foreclosing at all.

6 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors