What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-13 compared with 2025-03-14 · 147 added, 220 removed, 1308 unchanged (22% of the section changed)

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Red River Bancshares, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024, and December 31, 2023, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2025 and December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the Internal Control - Integrated Framework (2013) issued by COSO.

41 unchanged sentences

◦ classifications of loans by loan segment,

◦ identification of problems loans,

◦ risk rating grades assigned to loans,

◦ identification of problem loans,

◦ risk rating grades assigned to loans, and

◦ management’s review and approval of the ACL;

7 unchanged sentences

/s/ EISNERAMPER LLP

We have served as the Company’s auditor since 2023 (Note:

We have served as the Company’s auditors since 2023 (Note:

Partners of Postlethwaite & Netterville, APAC joined EisnerAmper LLP in 2023.

2 unchanged sentences

March 13, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

RED RIVER BANCSHARES, INC.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Red River Bancshares, Inc.

and its subsidiaries (the Company) for the year ended December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the Company’s consolidated results and cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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 audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our 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 the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ Postlethwaite & Netterville, APAC

We have served as the Company’s auditor since 1998.

Baton Rouge, Louisiana

March 16, 2023

RED RIVER BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

68 unchanged sentences

Gain (Loss) on equity securities 94 ( 28 ) ( 14 )

Gain (Loss) on sale and call of securities — — ( 59 )

SBIC income 1,453 2,873 563

SBIC income (loss) 55 1,453 2,873

Other income (loss) 659 340 259

28 unchanged sentences

Tax effect ( 4,215 ) 226 ( 2,512 )

(Gain) Loss on sale and call of securities included in net income — — 59

Tax effect — — ( 13 )

Change in unrealized net loss on securities transferred to held-to-maturity 1,331 1,392 1,542

17 unchanged sentences

Issuance of restricted shares of common stock through stock incentive plan 9,300 — — — — —

Forfeiture of restricted shares of common stock ( 1,940 ) — — — — —

Issuance of shares of common stock as board compensation 1,660 85 — — — 85

2 unchanged sentences

— — — ( 2,289 ) — ( 2,289 )

Cumulative effect of change in accounting principle — — — ( 569 ) — ( 569 )

Other comprehensive income (loss) — — — — 10,672 10,672

5 unchanged sentences

Issuance of shares of common stock as board compensation 811 41 — — — 41

Repurchase of common stock ( 101,298 ) ( 4,999 ) — — — ( 4,999 )

Repurchase of common stock, including excise tax ( 327,085 ) ( 16,522 ) — — — ( 16,522 )

Cash dividend - $ 0.36 per share

— — — ( 2,483 ) — ( 2,483 )

Cumulative effect of change in accounting principle — — — ( 569 ) — ( 569 )

Other comprehensive income (loss) — — — — 247 247

22 unchanged sentences

Share-based board compensation earned 60 62 42

(Gain) Loss on other assets owned ( 10 ) 60 60

Net (accretion) amortization on securities AFS 1,063 1,223 1,610

Net (accretion) amortization on securities HTM ( 1,296 ) ( 1,359 ) ( 1,502 )

(Gain) Loss on sale and call of securities — — 59

(Gain) Loss on equity securities ( 94 ) 28 14

(Gain) Loss on other assets owned 43 ( 10 ) 60

Provision for credit losses 2,300 1,200 735

9 unchanged sentences

Activity in securities AFS:

Sales — — 31,762

Maturities, principal repayments, and calls 103,939 146,506 151,110

3 unchanged sentences

Sale of equity securities — — 7,000

Purchase of equity securities — — ( 10,000 )

Sale of nonmarketable equity securities — — 2,178

1 unchanged sentence

Capital contribution in partnerships ( 350 ) ( 861 ) ( 1,819 )

Return of capital contribution in partnerships 856 — —

Return of capital in partnerships 908 856 —

Net (increase) decrease in loans HFI ( 174,815 ) ( 82,799 ) ( 77,042 )

7 unchanged sentences

Repayments of other borrowed funds — — ( 60,000 )

Repurchase of common stock ( 16,309 ) ( 4,999 ) ( 218 )

Repurchase of common stock, excluding excise tax ( 11,056 ) ( 16,309 ) ( 4,999 )

Cash dividends ( 3,587 ) ( 2,483 ) ( 2,289 )

11 unchanged sentences

Interest $ 45,784 $ 48,353 $ 25,693

Income taxes $ 6,937 $ 8,999 $ 7,351

Federal income taxes $ 10,980 $ 6,910 $ 8,963

State income taxes $ 29 $ 27 $ 36

SUPPLEMENTAL INFORMATION FOR NON-CASH INVESTING AND FINANCING ACTIVITIES

Assets acquired in settlement of loans $ 527 $ 38 $ 146

Transfers of investment securities from AFS to HTM, prior to market value adjustment $ — $ — $ 184,238

The accompanying notes are an integral part of these consolidated financial statements.

5 unchanged sentences

The Company’s wholly owned bank subsidiary, Red River Bank, is a Louisiana state-chartered bank that provides a fully integrated suite of banking products and services tailored to the needs of commercial and retail customers.

As of December 31, 2024, Red River Bank operated from a network of 28 banking centers throughout Louisiana and one combined LDPO in New Orleans, Louisiana.

As of December 31, 2025, Red River Bank operated from a network of 28 banking centers throughout Louisiana and two combined LDPOs, one each in New Orleans, Louisiana and Lafayette, Louisiana.

Banking centers are located in the following Louisiana markets:

3 unchanged sentences

Southwest, which includes the Lake Charles MSA;

the Northshore, which includes Covington;

the Northshore, which includes the Slidell-Mandeville-Covington MSA;

Acadiana, which includes the Lafayette MSA;

and New Orleans.

and New Orleans, which includes the New Orleans-Metairie MSA.

Basis of Presentation

26 unchanged sentences

The Company is required to measure expected credit losses on securities AFS.

Impairment is evaluated when there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value.

Management evaluates each security by considering the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, volatility of the security’s fair value, and historical loss information for financial assets secured with similar collateral, along with other factors.

In analyzing an issuer’s financial condition, management considers whether the securities are issued by

the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments.

Impairment is evaluated when there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market changes warrant such evaluation.

volatility of the security’s fair value, and historical loss information for financial assets secured with similar collateral, along with other factors.

In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments.

If a decline in the fair value related to creditworthiness or other factors is determined, an ACL is calculated using a discounted cash flow method, whereby management compares the present value of expected cash flows with the amortized cost basis of the security.

1 unchanged sentence

Accrued interest receivable is excluded from the amortized cost basis in measuring expected credit losses on the investment securities, and no ACL is recorded on accrued interest receivable.

The Company’s current securities AFS portfolio consists of U.S.

The Company’s securities AFS portfolio may consist of U.S.

Treasury securities, mortgage-backed securities, U.S.

42 unchanged sentences

Effective January 1, 2023, the ACL is a valuation account that is deducted from the amortized cost basis of loans HFI to present management’s best estimate of the expected credit losses to be recognized over the lifetime of the loans.

The amount of the ACL should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts, or at all.

Loans are charged-off against the allowance when management is relatively certain that principal

and interest will be uncollectible.

The amount of the ACL should not be interpreted as an indication that charge-offs in future periods will necessarily occur in

those amounts, or at all.

Loans are charged-off against the allowance when management is relatively certain that principal and interest will be uncollectible.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

46 unchanged sentences

Commitments to extend credit are agreements to lend to a customer if all conditions of the commitment have been met.

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 reserve for unfunded commitments is recorded within other liabilities on the consolidated balance sheets, and the related provision is recorded in provision for credit losses on the consolidated statements of income.

The Company estimates expected credit losses for unfunded commitments over the contractual period in which the Company is exposed to credit risk through a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company.

The reserve for unfunded commitments is recorded within accrued expenses and other liabilities on the consolidated balance sheets, and the related provision is recorded in provision for credit losses on the consolidated statements of income.

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 loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded commitment balance to obtain the reserve amount.

Allowance for Loan Losses

For reporting periods prior to January 1, 2023, the ALL was established for known and inherent losses in the loan portfolio based upon management’s best assessment of the loan portfolio at each balance sheet date.

It was maintained at a level estimated to be adequate to absorb potential losses through periodic changes to loan losses.

The ALL consisted of specific and general reserves.

Specific reserves related to loans classified as impaired.

Loans were considered impaired when, based on current information and events, it was probable that the Bank would be unable to collect all amounts due in accordance with the contractual terms of the loan.

Impaired loans included TDRs and performing and nonperforming loans.

Impaired loans were reviewed individually, and a specific allowance was allocated, if necessary, based on evaluation of either the fair value of the collateral underlying the loan or the present value of future cash flows calculated using the loan’s existing interest rate.

General reserves were related to the remainder of the loan portfolio, including overdrawn deposit accounts, and were based on an evaluation of a number of factors, such as current economic conditions, the quality and composition of the loan portfolio, loss history, and other relevant factors.

Acquired Loans

12 unchanged sentences

Premises and equipment are stated at cost less accumulated depreciation, which is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 40 years.

The Company has operating leases on several of its banking centers and office facilities.

At the inception of a contract, the Company determines whether the arrangement contains a lease and evaluates the appropriate classification as operating or financing.

The Company has elected to recognize operating leases with terms greater than one year, or certain other criteria, on the Company’s consolidated balance sheets as right-of-use assets and lease liabilities.

Right‑of‑use assets represent the Company’s right to use the underlying leased asset over the lease term, and the related lease liabilities represent the obligation to make future lease payments.

Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments expected to be made over the lease term.

When the interest rate implicit in the lease is not readily determinable, the Company uses its incremental collateralized borrowing rate with similar terms to discount future payments.

Agreements that contain both lease and non‑lease components are accounted for separately, with only the lease component capitalized.

Non-lease components for these arrangements are expensed in the period incurred.

The Company elects to recognize the lease payments on short-term leases, or those considered immaterial by management, in its consolidated statements of income on a straight-line basis over the term of the lease.

For more information and disclosures on leases, see “Note 7.

Bank-Owned Life Insurance

55 unchanged sentences

Accounting Standards Adopted in 2025

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The guidance issued in this update requires improvement to the disclosures about a public entity’s reportable segments and more detailed information about a reportable segment’s expenses and other segment items.

Although the Company has a single reportable segment, all the disclosures required by this update are required.

Under this guidance, public entities are required to disclose segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment that are currently required annually.

The goal of these disclosures is to enable investors to develop more decision-useful financial analyses.

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The amendments in this update should be applied retrospectively to all previous periods presented.

The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

ASU 2023-09 Income Taxes (Topic 740):

3 unchanged sentences

The guidance requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold.

The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

Investors anticipate theses disclosures will provide an understanding of an entity’s exposures to changes in tax legislation and allow investors to better assess income tax information that affects cash flow forecasts and capital allocation decisions, as well as identify opportunities to increase future cash flows.

As specified in the ASU, the guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

Investors anticipate these disclosures will provide an understanding of an entity’s exposures to changes in tax legislation and allow investors to better assess income tax information that affects cash flow forecasts and capital allocation decisions, as well as identify opportunities to increase future cash flows.

The standard is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis, but retrospective application is permitted.

The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

The Company adopted this standard on a retrospective basis as of December 31, 2025.

Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

2024-01, Compensation - Stock Compensation (Topic 718):

3 unchanged sentences

The standard is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

Early adoption is permitted.

The amendments in this update should be applied retrospectively to all prior periods presented or prospectively.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

On January 1, 2025, the Company adopted this standard .

Adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

2024-02, Codification Improvements - Amendments to Remove References to the Concept Statements.

The guidance issued in this update amends the codification to remove references to various FASB Concept Statements.

The codification will be updated to clarify or correct unintended application of guidance that is not expected to have any significant effect on current accounting practice or cost to most entities.

The codification has been updated to clarify or correct unintended application of guidance that is not expected to have any significant effect on current accounting practice or cost to most entities.

The standard is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

The Company adopted this standard as of December 31, 2025.

Adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The guidance is focused on disclosures that are required by GAAP to provide clarity about the current requirements, rather that evaluate whether to expand or reduce interim disclosure requirements.

The guidance also establishes a disclosure principle that requires entities to disclose events that have occurred since the end of the last annual reporting period that have a material impact on the entity.

The intent of the disclosure principle is modeled after a previous SEC disclosure requirement.

This standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted for all entities.

The Company adopted this standard as of December 31, 2025.

Adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

2025-12 Codification Improvements.

The amendments in this update affect a wide variety of topics in the codification and apply to all reporting entities within the scope of the affected accounting guidance.

Thirty-four issues are addressed in this update.

This standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued.

None of the topics included in the update apply to the Company.

The Company adopted this standard as of December 31, 2025.

Adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

The guidance issued in this update was designed to improve financial reporting by requiring entities to disclose additional information about specific expense categories in the notes to financial statements.

The guidance issued in this update was designed to improve financial reporting by requiring entities to

disclose additional information about specific expense categories in the notes to financial statements.

This standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments in this update should be applied either prospectively to

financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

2025-08, Financial Instruments - Credit Losses (Topic 326):

Purchased Loans.

The guidance issued in this update was designed to improve the decision usefulness of the financial reporting for acquired financial assets.

This amendment allows the gross‑up method to apply to certain non‑PCD loans acquired in a business combination that qualify as purchased seasoned loans.

These loans will be accounted for the same as PCD loans, with an ACL established at acquisition and recorded through a gross‑up to the loan’s amortized cost basis.

This standard is effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods.

The amendments in this update should be applied prospectively to loans that are acquired on or after the initial application date.

Early adoption is permitted in an interim or annual reporting period in which financial statements have not been issued.

The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

Reclassification

7 unchanged sentences

As of December 31, 2025, the estimated fair value of securities AFS was $ 647.3 million.

The net unrealized loss on securities AFS increased $ 1.0 million for the year ended December 31, 2024, resulting in a net unrealized loss of $ 63.2 million as of December 31, 2024.

The net unrealized loss on securities AFS decreased $ 20.1 million for the year ended December 31, 2025, resulting in a net unrealized loss of $ 43.2 million as of December 31, 2025.

Securities HTM, which the Company has the intent and ability to hold until maturity, are carried at amortized cost.

As of December 31, 2025, the amortized cost of securities HTM was $ 122.6 million.

Investment activity for the year ended December 31, 2024, included $ 157.3 million in maturities, principal repayments, and calls, partially offset by $ 128.9 million of securities purchased.

Investment activity for the year ended December 31, 2025, included $ 182.1 million of securities purchased, partially offset by $ 114.4 million in maturities, principal repayments, and calls.

There were no sales of securities AFS, and there were no purchases or sales of securities HTM for the same period.

5 unchanged sentences

Municipal bonds 196,607 4 ( 25,311 ) 171,300

Treasury securities 10,995 — ( 63 ) 10,932

agency securities 67,146 29 ( 1,194 ) 65,981

34 unchanged sentences

The Company evaluates securities AFS for impairment when there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.

Due to the zero credit loss assumption and evaluation of the considerations applied to the securities AFS, there was no ACL for securities AFS as of December 31, 2024 and 2023.

Due to the zero credit loss assumption and evaluation of the considerations applied to the securities AFS, there was no ACL recorded for securities AFS as of December 31, 2025 and 2024.

Also, as part of the Company’s evaluation of its intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers its investment strategy, cash flow needs, liquidity position, capital adequacy, and interest rate risk position.

Management does not intend to sell these securities prior to recovery, and it is more likely than not that the Company will have the ability to hold them, primarily due to adequate liquidity, until each security has recovered its cost basis.

Management does not intend to sell these securities, and it is more likely than not that the Company will not have to sell these securities before each security has recovered its amortized cost basis.

Due to the zero credit loss assumption on the securities HTM portfolio, there was no ACL recorded for securities HTM as of December 31, 2025 and 2024.

Accrued interest receivable totaled $ 3.0 million as of December 31, 2024 and 2023, for securities AFS and securities HTM and was reported in accrued interest receivable on the consolidated balance sheets.

Accrued interest receivable totaled $ 3.2 million and $ 3.0 million as of December 31, 2025 and December 31, 2024, respectively, for securities AFS and securities HTM and was reported in accrued interest receivable on the consolidated balance sheets.

Information pertaining to securities AFS with gross unrealized losses as of December 31, 2025 and 2024, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is described as follows:

18 unchanged sentences

The aggregate unrealized loss of these securities AFS as of December 31, 2025, was 6.52 % of the amortized cost basis of securities AFS.

The proceeds from sales of debt securities and their gross gain (loss) for the years ended December 31, 2024, 2023, and 2022, are shown below:

Years Ended December 31,

(in thousands) 2024 2023 2022

$ — $ — $ 41,234

Gross gain — — 64

Gross loss — — ( 123 )

(1) The proceeds include the gross gain and loss.

For the years ended December 31, 2025, 2024, and 2023, there were no proceeds from sales of debt securities.

Equity Securities

1 unchanged sentence

Equity securities are carried at fair value on the consolidated balance sheets with periodic changes in value recorded through the consolidated statements of income.

As of December 31, 2024, equity securities had a fair value of $ 2.9 million with a recognized loss of $ 28,000 for the year ended December 31, 2024.

As of December 31, 2025, equity securities had a fair value of $ 3.0 million with a recognized gain of $ 94,000 for the year ended December 31, 2025.

As of December 31, 2024, equity securities had a fair value of $ 2.9 million with a recognized loss of $ 28,000 for the year ended December 31, 2024.

23 unchanged sentences

Balance Provision

Charge-offs Recoveries Ending

Losses Charge-offs Recoveries Ending

Commercial real estate $ 9,047 $ 332 $ ( 20 ) $ — $ 9,359

5 unchanged sentences

Total allowance for credit losses $ 21,731 $ 2,300 $ ( 771 ) $ 139 $ 23,399

(1) The $ 1.2 million provision for credit losses on the consolidated statements of income for the year ended December 31, 2024, includes $ 1.0 million for loans and $ 200,000 for unfunded loan commitments.

Effective January 1, 2023, the Company adopted the provisions of ASC 326 using the modified retrospective method.

The following table summarizes the activity in the ACL by category for the year ended December 31, 2024:

(in thousands) Beginning

Balance Impact of ASC 326 Adoption

Losses Charge-offs Recoveries Ending

Balance Provision

Charge-offs Recoveries Ending

Commercial real estate $ 9,118 $ ( 71 ) $ — $ — $ 9,047

5 unchanged sentences

Total allowance for credit losses $ 21,336 $ 1,000 $ ( 803 ) $ 198 $ 21,731

Allowance for Loan Losses

For reporting periods prior to January 1, 2023, the Company maintained an ALL on loans that represented management’s estimate of probable losses incurred in the portfolio category.

The following table summarizes the activity in the ALL by category for the year ended December 31, 2022:

Effective January 1, 2023, the Company adopted the provisions of ASC 326 using the modified retrospective method.

The following table summarizes the activity in the ACL by category for the year ended December 31, 2023:

(in thousands) Beginning

Balance Provision

Losses Charge-offs Recoveries Ending

Balance Impact of ASC 326 Adoption

Provision for Credit Losses Charge-offs Recoveries Ending

Commercial real estate $ 7,720 $ 876 $ 522 $ — $ — $ 9,118

87 unchanged sentences

Total loans HFI $ 1,842 $ 2,722 $ 2,976 $ 2,067,473 $ 2,075,013 $ 266

Impaired Loans

For reporting periods prior to January 1, 2023, when ASC 326 was adopted, the Company individually evaluated impaired loans, including TDRs and performing and nonperforming loans.

Once a loan was deemed to be impaired, the difference between the loan value and the Bank’s exposure was charged-off or a specific reserve was established.

Information pertaining to impaired loans as of and for the year ended December 31, 2022, is as follows:

(in thousands) Unpaid

Balance Recorded

Investment Related

Allowance Average

Investment Interest

With no related allowance recorded:

Commercial real estate $ 3,804 $ 3,796 $ — $ 3,194 $ 135

One-to-four family residential 1,458 1,387 — 797 68

Construction and development 9 9 — 104 —

Commercial and industrial 51 51 — 58 4

Tax-exempt — — — — —

Consumer 26 26 — 9 1

Total with no related allowance 5,348 5,269 — 4,162 208

With allowance recorded:

Commercial real estate 717 717 15 1,264 33

One-to-four family residential 120 120 16 48 6

Construction and development — — — — —

Commercial and industrial 1,360 1,351 172 623 4

Tax-exempt — — — — —

Consumer 113 111 111 122 1

Total with related allowance 2,310 2,299 314 2,057 44

Total impaired loans $ 7,658 $ 7,568 $ 314 $ 6,219 $ 252

Loan Modifications

2 unchanged sentences

These term extensions were not significant to the consolidated financial statements.

Troubled Debt Restructurings

For reporting periods prior to January 1, 2023, when ASC 326 was adopted, the restructuring of a loan was considered a TDR if the borrower was experiencing financial difficulties and the Bank had granted a concession.

A summary of loans modified as TDRs that occurred during the year ended December 31, 2022, is as follows:

December 31, 2022

Recorded Investment

(dollars in thousands) Loan

Modification Post

Commercial real estate 1 $ 50 $ 50

One-to-four family residential 5 696 699

Construction and development — — —

Commercial and industrial — — —

Tax-exempt — — —

Consumer 1 104 104

Total 7 $ 850 $ 853

The TDRs described above increased the ALL by $ 101,000 during the year ended December 31, 2022.

Additionally, there were no charge-offs of TDRs in 2022, and there were no TDRs that subsequently defaulted in 2022.

Credit Quality Indicators

90 unchanged sentences

The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Effective January 1, 2023, the Company adopted the provision of ASC 326 using the modified retrospective method and established a reserve for unfunded commitments.

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk through a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company.

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The loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded commitment balance to obtain the reserve amount.

As of December 31, 2024 and December 31, 2023, the reserve on unfunded commitments was $ 642,000 and $ 442,000 , respectively.

As of December 31, 2025 and December 31, 2024, the reserve on unfunded commitments was $ 642,000 .

The following table summarizes the reserve for unfunded commitments for the periods indicated:

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Provision for credit losses (1,2)

Impact of ASC 326 adoption

Reserve for unfunded commitments at end of period $ 642 $ 642

(2) The $ 735,000 provision for credit losses on the consolidated statements of income for the year ended December 31, 2023, is all for loans.

(1) The $ 2.3 million provision for credit losses on the consolidated statements of income for the year ended December 31, 2025, is all for loans.

(2) The $ 1.2 million provision for credit losses on the consolidated statements of income for the year ended December 31, 2024, includes $ 1.0 million for loans and $ 200,000 for unfunded commitments.

Premises and Equipment, Net

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Depreciation expense amounted to approximately $ 2.7 million, $ 2.5 million, and $ 2.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Deposits were $ 2.81 billion as of December 31, 2024, which remained consistent with $ 2.80 billion as of December 31, 2023.

In 2024, customer deposit balances were consistent with normal activity.

Deposits were $ 2.96 billion and $ 2.81 billion as of December 31, 2025 and 2024, respectively.

This increase was primarily a result of higher customer deposit balances combined with the timing of funds from public entity customers.

D eposits are summarized below:

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As of December 31, 2025, total borrowing capacity from these sources was $ 1.13 billion.

As of December 31, 2024 and 2023, the Company had no outstanding borrowings under these agreements, and there were no borrowings during these periods.

The Company determines if an arrangement is a lease at inception of the contract and assesses the appropriate classification as operating or financing.

Operating leases with terms greater than one year are included in right-of-use assets and lease liabilities on the Company’s consolidated balance sheets.

Agreements with both lease and non-lease components are accounted for separately, with only the lease component capitalized.

Operating right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the term using the interest rate implicit in the contract, when available, or the Company’s incremental collateralized borrowing rate with similar terms.

As of December 31, 2024, the Company maintained six operating leases on land and buildings for banking center facilities under long-term leases.

As of December 31, 2025 and 2024, the Company had no outstanding borrowings under these agreements.

The Company has operating leases on several of its banking centers and office facilities.

These operating leases contain renewal options for periods ranging from one to five years that expire at various dates through October 31, 2033, with no residual value guarantees.

Future obligations relating to the exercise of renewal options are included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised.

Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised.

Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

The Company elects to recognize the lease payments on leases with terms of one year or less in its consolidated statements of income on a straight-line basis over the lease term.

For the years ended December 31, 2024, 2023, and 2022, operating lease expenses were $ 581,000 , $ 643,000 , and $ 628,000 , respectively.

Operating lease expenses are included as a component of occupancy and equipment expenses within the accompanying consolidated statements of income.

Cash paid for amounts included in the measurement of lease liabilities for operating leases totaled $ 571,000 , $ 625,000 , and $ 606,000 for the years ended December 31, 2024, 2023, and 2022, respectively.

The table below summarizes other information related to the Company’s operating leases as of December 31, 2024 and 2023:

Lease expenses are included as a component of occupancy and equipment expenses within the accompanying consolidated statements of income.

The table below summarizes the components of total lease expense for the years ended December 31, 2025, 2024, and 2023:

2025 2024 2023

Amortization of right-of-use assets $ 496 $ 581 $ 643

Other operating leases 221 113 72

Non-lease components 31 28 8

Total Lease Expense $ 748 $ 722 $ 723

Cash paid for amounts included in the measurement of lease liabilities totaled $ 505,000 , $ 571,000 , and $ 625,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

The table below summarizes other information related to the Company’s measurement of lease liabilities as of December 31, 2025 and 2024:

Weighted average remaining operating lease term 4.77 years 5.51 years

Weighted average operating lease discount rate 3.3 % 3.3 %

Future obligations over the primary and renewal option terms of the Company’s long-term operating leases as of December 31, 2024, were as follows:

Future obligations over the primary and renewal option terms of the Company’s lease liabilities as of December 31, 2025, were as follows:

Years Ending December 31, Amount

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federal income tax expense 11,156 21.0 % 8,900 21.0 % 9,018 21.0 %

Nontaxable income ( 897 ) ( 2.1 %) ( 1,073 ) ( 2.5 %) ( 1,338 ) ( 3.0 %)

Nondeductible expenses 81 0.2 % 67 0.2 % 50 0.1 %

State income tax expense (1)

28 0.1 % 22 0.1 % 26 0.1 %

Tax exempt income ( 772 ) ( 1.5 %) ( 718 ) ( 1.7 %) ( 914 ) ( 2.2 %)

Other non-taxable/non-deductible items ( 116 ) ( 0.2 %) ( 98 ) ( 0.3 %) ( 92 ) ( 0.2 %)

Other 66 0.1 % 40 0.1 % 27 0.1 %

Income tax expense $ 10,362 19.5 % $ 8,146 19.2 % $ 8,065 18.8 %

(1) State taxes in Florida made up the majority (greater than fifty percent) of the tax effect in this category.

The Company records deferred income taxes on the tax effect of changes in temporary differences.

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Unrealized loss on securities 11,521 16,015

Equity security valuation — 35

Advance payments from vendors 197 302

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The Company adopted a contributory retirement plan for employees of the Bank effective March 1, 1999, and amended effective January 1, 2022.

Beginning April 1, 2022, employees had the opportunity to invest a portion of their plan funds in the Company’s common stock through a unitized fund.

Effective January 1, 2025, the Company’s common stock unitized fund was no longer an investment alternative in the plan.

The contributory retirement plan covers all employees who meet the length of service and the number of hours worked requirements and elect to participate.

Discretionary employer contributions during the years ended December 31, 2024, 2023, and 2022, totaled approximately $ 816,000 , $ 780,000 , and $ 742,000 , respectively.

Discretionary employer contributions during the years ended December 31, 2025, 2024, and 2023, totaled approximately $ 1.0 million, $ 816,000 , and $ 780,000 , respectively.

The Bank has purchased life insurance policies on certain key employees.

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On April 17, 2008, the Company adopted its 2008 Plan, which provided for the grant of stock-based awards for key employees and non-employee members of the Company’s board of directors.

The 2008 Plan expired on December 31, 2018, and no new awards were granted under this plan after that date.

The 2008 Plan expired on December 31,

2018, and no new awards were granted under this plan after that date.

As of December 31, 2020, all granted stock options under the 2008 Plan had been exercised.

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The Compensation Committee administers the 2018 Plan, makes determinations with respect to participation, and authorizes stock-based awards under the plan.

The maximum number of shares of the Company’s common stock available for

issuance under the 2018 Plan was 200,000 shares.

The maximum number of shares of the Company’s common stock available for issuance under the 2018 Plan was 200,000 shares.

The status of the Company’s 2018 Plan is presented below:

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For the year ended December 31, 2024, the compensation expense for the vested restricted stock was $ 370,000 .

As of December 31, 2023, there was approximately $ 880,000 of total unrecognized compensation cost related to restricted stock awards.

As of December 31, 2024, there was approximately $ 1.1 million of total unrecognized compensation cost related to restricted stock awards.

That cost was expected to be recognized over a weighted average period of 4.3 years.

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Vested ( 5,870 ) $ 47.18

Forfeited ( 1,940 ) $ 49.51

Nonvested - December 31, 2023 21,345 $ 49.40

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As of December 31, 2025, there was a $ 226,000 outstanding commitment to this partnership.

In 2020, the Company committed to an additional investment into an SBIC limited partnership.

In 2025, this fund began its wind-down phase.

In 2020, the Company committed to a second investment into an SBIC limited partnership.

As of December 31, 2025, there was a $ 1.9 million outstanding commitment to this partnership.

In 2021, the Company committed to an investment into a bank technology limited partnership.

In 2021, the Company committed to an investment into JAM FINTOP, a bank technology limited partnership.

As of December 31, 2025, there was a $ 277,000 outstanding commitment to this partnership.

On September 26, 2025, the Company committed to a third investment into an SBIC limited partnership.

As of December 31, 2025, there was a $ 2.8 million outstanding commitment to this partnership.

Construction Commitment

The Company has one committed construction agreement to renovate a banking center, and there was approximately $ 12,000 remaining on this commitment as of December 31, 2024.

The Company has two committed construction agreements to construct a new lending headquarters building in the Northwest market and a new banking center in the Acadiana market.

There was approximately $ 3.6 million remaining on these commitments as of December 31, 2025.

Contingencies

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Securities AFS, loans HFS, and equity securities are recorded at fair value on a recurring basis.

Additionally, the Company may be required to record at fair value other assets on a nonrecurring basis, such as collateral dependent loans, foreclosed assets, and other certain assets.

Additionally, the Company may be required to record at fair value other assets on a nonrecurring basis, such as collateral dependent loans, foreclosed assets, and certain other assets.

The nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

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Municipal bonds $ 171,300 $ — $ 171,300 $ —

Treasury securities $ 10,932 $ — $ 10,932 $ —

agency securities $ 65,981 $ — $ 65,981 $ —

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Collateral dependent loans $ 14,409 Discounted appraisals Collateral discounts and costs to sell 0 % - 100 %

Foreclosed assets $ 38 Discounted appraisals Collateral discounts and costs to sell N/A N/A

Foreclosed assets $ 36 Discounted appraisals Collateral discounts and costs to sell 0 % - 12 %

December 31, 2024

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Management believes that, as of December 31, 2025, the Bank is well-capitalized under the regulatory framework for prompt corrective action.

Bank holding companies that qualify as “small bank holding companies” under the Policy Statement are exempt from the Federal Reserve’s consolidated capital adequacy ratios at the holding company level and instead are evaluated at the bank level.

In May 2018, the Economic Growth Act was enacted.

One of the Economic Growth Act’s highlights, with implications for the Company, was the asset threshold under the Policy Statement being increased from $1.0 billion to $3.0 billion, which benefits bank holding companies by, among various other items, allowing for an 18-month safety and soundness examination cycle as opposed to a 12-month examination cycle, changing to scaled biannual regulatory reporting requirements as opposed to quarterly regulatory reporting requirements, and not subjecting bank holding companies to capital adequacy guidelines on a consolidated basis.

Effective January 1, 2023, the Company no longer receives any benefits under the Policy Statement and became subject to consolidated capital requirements.

As of the June 30, 2024 measurement date, the Company had more than $3.0 billion in assets and remains subject to consolidated capital requirements.

Capital amounts and ratios for the Company as of December 31, 2025 and 2024, are presented in the following table (Basel III Minimum includes the capital conservation buffer):

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Community Bank Leverage Ratio Framework

As part of the directive under the Economic Growth Act, in September 2019, the FDIC and other federal bank regulatory agencies approved the CBLR framework.

This optional framework became effective January 1, 2020, and is available to the Company and the Bank as an alternative to the Basel III risk-based capital framework.

As part of the Economic Growth Act, an optional CBLR framework is available to the Company and the Bank as an alternative to the Basel III risk-based capital framework.

The CBLR framework provides for a simple measure of capital adequacy for certain community banking organizations.

Specifically, depository institutions and depository institution holding companies that have less than $10.0 billion in total consolidated assets and meet other qualifying criteria, including a Tier I leverage ratio of greater than 9.00%, are considered qualifying community banking organizations eligible to opt into the CBLR framework and replace the applicable Basel III risk-based capital requirements.

In December 2025, the federal banking agencies issued a notice of proposed rulemaking that would, among other things, lower the 9.00% leverage ratio requirement to 8.00%.

As of December 31, 2025, the Company and the Bank qualify for the CBLR framework.

2 unchanged sentences

Cash Dividends

As a Louisiana corporation, the Company is subject to certain restrictions on dividends under the Louisiana Business Corporation Act.

As a Louisiana corporation, the Company is subject to certain restrictions on dividends under the LBCA.

Generally, a Louisiana corporation may pay dividends to its shareholders unless, after giving effect to the dividend, either:

(1) the corporation would not be able to pay its debts as they come due in the usual course of business;

or (2) the corporation’s total assets would be less than the sum of its total liabilities and the amount that would be needed, if the corporation were to be dissolved at the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the dividend.

or (2) the corporation’s total assets would be less than the sum of its total liabilities and the amount that would be needed, if the corporation were

to be dissolved at the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the dividend.

The Company’s status as a bank holding company also affects its ability to pay dividends in two additional ways.

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Stock Repurchases

On December 14, 2023, the Company’s board of directors approved the renewal of the 2023 stock repurchase program that was completed in the fourth quarter of 2023 after reaching its purchase limit.

On December 19, 2024, the Company’s board of directors approved the renewal of the 2024 stock repurchase program that expired on December 31, 2024.

The 2025 stock repurchase program authorized the Company to purchase up to $ 5.0 million of its outstanding shares of common stock from January 1, 2025 through December 31, 2025.

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

On March 13, 2024, the company entered into a privately negotiated stock repurchase agreement for the purchase of 200,000 shares of the Company’s common stock for a total purchase price of approximately $ 10.0 million.

For the year ended December 31, 2025, the Company repurchased 11,748 shares of its common stock on the open market at an aggregate cost of $ 656,000 , excluding excise tax, under the stock repurchase program.

The 2025 stock repurchase program expired on December 31, 2025, with $ 4.3 million of remaining availability.

On May 22, 2025, the Company entered into a privately negotiated stock repurchase agreement for the purchase of 100,000 shares of the Company’s common stock for a total purchase price of approximately $ 5.1 million, excluding excise tax.

This repurchase was supplemental to the Company’s 2025 stock repurchase program and did not impact the amount of permitted repurchases thereunder.

On August 8, 2024, the Company entered into a privately negotiated stock repurchase agreement for the purchase of 60,000 shares of the Company’s common stock for a total purchase price of approximately $ 3.0 million.

This repurchase was supplemental to the Company’s 2024 stock repurchase program.

However, in connection with the repurchase, the Company reduced the availability under its 2024 stock repurchase program by $ 3.0 million.

On November 5, 2024, the Company entered into a privately negotiated stock repurchase agreement for the purchase of 50,000 shares of the Company’s common stock for a total purchase price of approximately $ 2.5 million.

On August 7, 2025, the Company entered into a privately negotiated stock repurchase agreement for the purchase of 100,000 shares of the Company’s common stock for a total purchase price of approximately $ 5.3 million, excluding excise tax.

This repurchase was supplemental to the Company’s 2025 stock repurchase program and did not impact the amount of permitted repurchases thereunder.

For the year ended December 31, 2024, the Company repurchased 17,085 shares of its common stock on the open market at an aggregate cost of $ 809,000 under the stock repurchase program.

The 2024 stock repurchase program expired on December 31, 2024, with $ 1.1 million of remaining availability.

Effective January 1, 2023, stock 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.

In the fourth quarter of 2024, $ 213,000 of stock repurchase excise tax was recorded.

This tax relates to the Company’s 2023 and 2024 stock repurchases, which regulations require to be recorded as a reduction to stockholders’ equity.

On December 19, 2024, the Company’s board of directors approved the renewal of the 2024 stock repurchase program that expired on December 31, 2024.

The renewed program authorizes the Company to purchase up to $ 5.0 million of its outstanding shares of common stock from January 1, 2025 through December 31, 2025.

For the year ended December 31, 2025, $ 111,000 of stock repurchase excise tax was recorded.

On December 18, 2025, the Company’s board of directors approved the renewal and increase of the 2025 stock repurchase program that expired on December 31, 2025.

The renewed and increased 2026 stock repurchase program authorizes the Company to purchase up to $ 10.0 million of its outstanding shares of common stock from January 1, 2026 through December 31, 2026.

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.

AOCI - Transfer of Unrealized Gain (Loss) of Securities AFS and HTM

During the second quarter of 2022, the Company reclassified $ 166.3 million, net of $ 17.9 million of unrealized loss, from AFS to HTM.

In 2022, the Company reclassified $ 166.3 million, net of $ 17.9 million of unrealized loss, from securities AFS to securities HTM.

The securities were transferred at fair value, which became the cost basis for the securities HTM.

At the date of transfer, the net unrealized loss of $ 17.9 million, of which $ 14.2 million, net of tax, was included in AOCI and is being amortized over the remaining life of the securities as a yield adjustment in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security.

At the date of

transfer, the net unrealized loss of $ 17.9 million, of which $ 14.2 million, net of tax, was included in AOCI and is being amortized over the remaining life of the securities as a yield adjustment, in a manner consistent with the amortization or accretion of the original purchase premium or discount on the associated security.

There were no gains or losses recognized as a result of the transfer.

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Legal and professional expenses 1,334 869 764

Advertising — — 2

Other operating expenses 54 2 89

17 unchanged sentences

Capital contribution in partnerships ( 125 ) ( 90 ) ( 160 )

Return of capital in partnerships 432 — —

Net cash provided by (used in) investing activities 307 ( 90 ) ( 160 )

CASH FLOWS FROM FINANCING ACTIVITIES

Repurchase of common stock ( 16,309 ) ( 4,999 ) ( 218 )

Repurchase of common stock, excluding excise tax ( 11,056 ) ( 16,309 ) ( 4,999 )

Cash dividends ( 3,587 ) ( 2,483 ) ( 2,289 )

5 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 8. Financial Statements and Supplementary Data