ServisFirst Bancshares, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required by Regulations S-X and by Item 302 of Regulation S‑K are set forth in the pages listed below. Page Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements 63 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting 65 Consolidated Balance Sheets at December 31, 2023 and 2022 66 Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 67 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 68 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022 and 2021 69 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 70 Notes to Consolidated Financial Statements 71 62 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of ServisFirst Bancshares, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of ServisFirst Bancshares, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Loan Losses The Company’s loan portfolio and the associated allowance for credit losses (“allowance”) were $11.66 billion and $153.3 million as of December 31, 2023, respectively. As further described in Notes 1 and 3 to the consolidated financial statements, the amount of the allowance represents management’s best estimate of current expected credit losses on loans considering the characteristics of the loan portfolio and the economic environment. To calculate the allowance, loans with similar risk characteristics are collectively evaluated in pools and loans that do not share similar risk characteristics are excluded from the collective pools and evaluated on an individual basis. Management evaluates each loan pool utilizing a discounted cash flow, probability of default / loss given default or remaining life method, depending on the nature of the loan pool. Losses are predicted over a period of time determined to be reasonable and supportable, and after such period, losses are reverted to long term historical averages. The estimated credit losses for each loan pool are then adjusted for qualitative factors not inherently considered in the quantitative analyses. Consideration is given to the following factors: lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions. Estimating qualitative factor adjustments requires significant judgment and can either increase or decrease the quantitative model estimation. 63 We identified the allowance for credit losses, and more specifically the qualitative factor adjustments applied in the allowance, as a critical audit matter. The principal consideration for our determination of the qualitative factor adjustments as a critical audit matter is the subjectivity of the assumptions that management utilized in determining and applying qualitative factors in the allowance model. Furthermore, certain inputs and assumptions lack observable data and, therefore, applying audit procedures required a higher degree of auditor judgment and subjectivity due to the nature and extent of audit evidence and effort required to address this matter. The primary audit procedures we performed to address this critical audit matter included: ● Evaluated the design and tested the operating effectiveness of key controls relating to the Company’s allowance, including controls over the determination of qualitative factor adjustments, the precision of management’s review and approval of the resulting estimate, and testing of the model’s performance. ● Assessed the appropriateness and reasonableness of the qualitative factor adjustment framework, including evaluating management’s judgments as to which factors and relevant assessed risks impacted the qualitative adjustments for each loan pool. ● Evaluated and tested the reasonableness and relevance of data utilized in the qualitative factor adjustments, including considering the data’s completeness and accuracy and testing the mathematical accuracy of the calculations. ● Utilized the assistance of the firm’s internal specialists to test the mathematical operation of the model and to evaluate the reasonableness of assumptions and judgments used in the forecast components. ● Analyzed the total qualitative factor adjustment applied to each loan pool, in comparison to changes in the Company’s quantitatively driven expected credit losses and loan pools and evaluated the appropriateness and level of the total qualitative factor adjustment applied in the overall allowance. /s/ FORVIS, LLP We have served as the Company’s auditor since 2014. Tampa, Florida February 29, 2024 64 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders ServisFirst Bancshares, Inc. Opinion on Internal Control Over Financial Reporting We have audited ServisFirst Bancshares, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and our report dated February 29, 2024, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. /s/ FORVIS, LLP Tampa, Florida February 29, 2024 65 SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2023 December 31, 2022 ASSETS Cash and due from banks $ 123,430 $ 106,317 Interest-bearing balances due from depository institutions 1,907,083 708,221 Federal funds sold 100,575 1,515 Cash and cash equivalents 2,131,088 816,053 Available-for-sale debt securities, at fair value 900,183 644,815 Held-to-maturity debt securities (fair value of $ 907,191 and $ 935,953 , respectively) 982,664 1,034,121 Restricted equity securities 10,226 7,734 Mortgage loans held for sale 5,074 1,607 Loans 11,658,829 11,687,968 Less allowance for credit losses ( 153,317 ) ( 146,297 ) Loans, net 11,505,512 11,541,671 Premises and equipment, net 59,324 59,850 Accrued interest and dividends receivable 59,181 48,422 Deferred tax asset, net 62,918 60,448 Other real estate owned and repossessed assets 995 248 Bank owned life insurance contracts 292,759 287,752 Goodwill 13,615 13,615 Other assets 106,129 79,417 Total assets $ 16,129,668 $ 14,595,753 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Non-interest-bearing demand $ 2,643,101 $ 3,321,347 Interest-bearing 10,630,410 8,225,458 Total deposits 13,273,511 11,546,805 Federal funds purchased 1,256,724 1,618,798 Other borrowings 64,735 64,726 Accrued interest and dividends payable 27,545 18,615 Other liabilities 66,748 48,913 Total liabilities 14,689,263 13,297,857 Stockholders' equity: Preferred stock, par value $ 0.001 per share; 1,000,000 authorized and undesignated at December 31, 2023 and December 31, 2022 - - Common stock, par value $ 0.001 per share; 200,000,000 shares authorized: 54,461,580 shares issued and outstanding at December 31, 2023; and 54,326,527 shares issued and outstanding at December 31, 2022 54 54 Additional paid-in capital 232,605 229,693 Retained earnings 1,254,841 1,109,902 Accumulated other comprehensive loss ( 47,595 ) ( 42,253 ) Total stockholders' equity attributable to ServisFirst Bancshares, Inc. 1,439,905 1,297,396 Noncontrolling interest 500 500 Total stockholders' equity 1,440,405 1,297,896 Total liabilities and stockholders' equity $ 16,129,668 $ 14,595,753 See Notes to Consolidated Financial Statements. 66 SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Interest income: Interest and fees on loans $ 699,101 $ 499,691 $ 385,721 Taxable securities 53,499 40,722 25,413 Nontaxable securities 65 137 302 Federal funds sold 2,844 1,556 29 Other interest and dividends 57,737 17,209 4,840 Total interest income 813,246 559,315 416,305 Interest expense: Deposits 331,740 59,396 26,569 Borrowed funds 70,569 29,027 5,233 Total interest expense 402,309 88,423 31,802 Net interest income 410,937 470,892 384,503 Provision for credit losses 18,715 37,607 31,517 Net interest income after provision for credit losses 392,222 433,285 352,986 Noninterest income: Service charges on deposit accounts 8,420 8,033 6,839 Mortgage banking 2,755 2,438 7,340 Credit card income 8,631 9,917 7,347 Securities (losses) gains - ( 6,168 ) 620 Increase in cash surrender value life insurance 7,574 6,478 6,642 Other operating income 3,037 12,661 4,664 Total noninterest income 30,417 33,359 33,452 Noninterest expenses: Salaries and employee benefits 80,965 77,952 67,728 Equipment and occupancy expense 14,295 12,319 11,404 Third party processing and other services 27,872 27,333 16,362 Professional services 5,916 4,277 3,891 FDIC and other regulatory assessments 15,614 4,565 5,679 Other real estate owned expense 47 295 868 Other operating expenses 33,342 31,075 27,157 Total noninterest expenses 178,051 157,816 133,089 Income before income taxes 244,588 308,828 253,349 Provision for income taxes 37,735 57,324 45,615 Net income 206,853 251,504 207,734 Dividends on preferred stock 62 62 62 Net income available to common stockholders $ 206,791 $ 251,442 $ 207,672 Basic earnings per common share $ 3.80 $ 4.63 $ 3.83 Diluted earnings per common share $ 3.79 $ 4.61 $ 3.82 See Notes to Consolidated Financial Statements. 67 SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2023 2022 2021 Net income $ 206,853 $ 251,504 $ 207,734 Other comprehensive loss, net of tax: Unrealized net holding losses arising during period from securities available for sale, net of tax of $( 1,593 ), $( 19,336 ), and $( 2,705 ) for 2023, 2022, and 2021, respectively ( 4,754 ) ( 59,768 ) ( 10,181 ) Amortization of net unrealized (losses) on securities transferred from available-for-sale to held-to-maturity, net of tax of $( 197 ), $( 375 ), and $( 319 ) for 2023, 2022, and 2021 respectively ( 588 ) ( 1,414 ) ( 1,196 ) Reclassification adjustment for securities transferred from available-for-sale to held-to-maturity net of tax of $ 1,480 for 2021 - - 5,705 Reclassification adjustment for net losses (gains) on call and sale of securities, net of tax of $ 1,295 and $( 130 ), for 2022 and 2021, respectively - 4,873 ( 490 ) Other comprehensive loss, net of tax ( 5,342 ) ( 56,309 ) ( 6,162 ) Comprehensive income $ 201,511 $ 195,195 $ 201,572 See Notes to Consolidated Financial Statements. 68 SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share amounts) Year Ended December 31, Common Shares Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Stockholders' Equity Balance, January 1, 2021 53,943,751 $ - $ 54 $ 223,856 $ 748,224 $ 20,218 $ 500 $ 992,852 Common dividends paid, $ 0.60 per share - - - ( 32,520 ) - - ( 32,520 ) Common dividends declared, $ 0.23 per share - - - ( 12,472 ) - - ( 12,472 ) Preferred dividends paid - - - ( 62 ) - - ( 62 ) Dividends on nonvested restricted stock recognized as compensation expense - - - - 104 - - 104 Issue restricted shares pursuant to stock incentives, net of forfeitures 57,570 - - - - - - - Issue shares of common stock upon exercise of stock options 225,739 - - 3,534 - - - 3,534 52,461 shares of common stock withheld in net settlement upon exercise of stock options ( 2,848 ) - - - ( 2,848 ) Stock-based compensation expense - - 1,855 - - - 1,855 Other comprehensive loss, net of tax - - - - ( 6,162 ) - ( 6,162 ) Net income - - - 207,734 - - 207,734 Balance, December 31, 2021 54,227,060 $ - $ 54 $ 226,397 $ 911,008 $ 14,056 $ 500 $ 1,152,015 Common dividends paid, $ 0.69 per share - - - ( 37,470 ) - - ( 37,470 ) Common dividends declared, $ 0.28 per share - - - ( 15,211 ) - - ( 15,211 ) Preferred dividends paid - - - ( 62 ) - - ( 62 ) Dividends on nonvested restricted stock recognized as compensation expense - - - - 133 - - 133 Issue restricted shares pursuant to stock incentives, net of forfeitures 42,765 - - - - - - - Issue shares of common stock upon exercise of stock options 56,702 - - 1,232 - - - 1,232 13,798 shares of common stock withheld in net settlement upon exercise of stock options ( 1,143 ) - - - ( 1,143 ) Stock-based compensation expense - - 3,207 - - - 3,207 Other comprehensive loss, net of tax - - - - ( 56,309 ) - ( 56,309 ) Net income - - - 251,504 - - 251,504 Balance, December 31, 2022 54,326,527 $ - $ 54 $ 229,693 $ 1,109,902 $ ( 42,253 ) $ 500 $ 1,297,896 Common dividends paid, $ 0.84 per share - - - ( 45,711 ) - - ( 45,711 ) Common dividends declared, $ 0.30 per share - - - ( 16,338 ) - - ( 16,338 ) Preferred dividends paid - - - ( 62 ) - - ( 62 ) Dividends on nonvested restricted stock recognized as compensation expense - - - - 197 - - 197 Issue restricted shares pursuant to stock incentives, net of forfeitures 51,881 - - - - - - - Issue shares of common stock upon exercise of stock options 83,172 - - 1,287 - - - 1,287 29,028 shares of common stock withheld in net settlement upon exercise of stock options ( 1,975 ) - - - ( 1,975 ) Stock-based compensation expense - - 3,600 - - - 3,600 Other comprehensive loss, net of tax - - - - ( 5,342 ) - ( 5,342 ) Net income - - - 206,853 - - 206,853 Balance, December 31, 2023 54,461,580 $ - $ 54 $ 232,605 $ 1,254,841 $ ( 47,595 ) $ 500 $ 1,440,405 See Notes to Consolidated Financial Statements. 69 SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 OPERATING ACTIVITIES Net income $ 206,853 $ 251,504 $ 207,734 Adjustments to reconcile net income to net cash provided by operations Deferred tax benefit ( 1,005 ) ( 2,615 ) ( 5,061 ) Provision for credit losses 18,715 37,607 31,517 Depreciation 4,436 4,100 4,118 Accretion on acquired loans 197 157 43 Amortization of core deposit intangible - 23 270 Amortization of investments in tax credit partnerships 14,353 11,716 6,840 Net amortization of debt securities available-for-sale 49 2,581 14,665 Increase in accrued interest and dividends receivable ( 10,759 ) ( 13,591 ) 2,010 Stock-based compensation expense 3,600 3,207 1,855 Increase in accrued interest and dividends payable 8,930 4,996 1,298 Proceeds from sale of mortgage loans held for sale 127,702 50,922 234,086 Originations of mortgage loans held for sale ( 128,414 ) ( 48,977 ) ( 213,435 ) Gain on sale of mortgage loans held for sale ( 2,755 ) ( 2,438 ) ( 7,340 ) Loss (gain) on sale of securities available for sale - 6,168 ( 620 ) Net loss (gain) on sale of other real estate owned and repossessed assets 28 ( 501 ) 288 Write down of other real estate owned and repossessed assets - 225 845 Operating losses of tax credit partnerships - - 4 Increase in cash surrender value of life insurance contracts ( 7,574 ) ( 6,831 ) ( 6,642 ) Net change in other assets, liabilities, and other operating activities ( 37,060 ) ( 25,626 ) ( 6,144 ) Net cash provided by operating activities 197,296 272,627 266,331 INVESTMENT ACTIVITIES Purchases of debt securities available-for-sale ( 1,001,811 ) ( 76,360 ) ( 416,903 ) Proceeds from maturities, calls and paydowns of debt securities available-for-sale 746,398 115,750 177,166 Proceeds from sale of debt securities available-for-sale - 75,036 5,000 Purchases of debt securities held-to-maturity ( 48,723 ) ( 648,266 ) ( 290,769 ) Proceeds from maturities, calls and paydowns of debt securities held-to-maturity 100,180 75,311 94,797 Purchases of restricted equity securities ( 46,482 ) ( 423 ) ( 7,311 ) Proceeds from sale of restricted equity securities 43,990 - - Investment in tax credit partnerships and SBIC ( 9,303 ) ( 20,277 ) ( 43,912 ) Return of capital from tax credit partnerships and SBIC 191 434 - Decrease (increase) in loans 16,314 ( 2,164,114 ) ( 1,072,363 ) Purchases of premises and equipment ( 3,910 ) ( 3,650 ) ( 9,449 ) Purchase of bank owned life insurance contracts - - ( 45 ) Proceeds from death benefit of bank owned life insurance contracts 2,566 2,153 - Proceeds from sale of other real estate owned and repossessed assets 158 2,282 2,695 Expenditures for other real estate owned - ( 93 ) - Net cash used in investing activities ( 200,432 ) ( 2,642,217 ) ( 1,561,094 ) FINANCING ACTIVITIES Net (decrease) increase in non-interest-bearing deposits ( 678,246 ) ( 1,478,420 ) 2,010,995 Net increase in interest-bearing deposits 2,404,952 572,389 466,117 Net (decrease) increase in federal funds purchased ( 362,074 ) ( 92,979 ) 860,232 FHLB advances 300,000 - - Repayment of FHLB advances ( 300,000 ) - - Proceeds from exercise of stock options 1,287 1,232 3,534 Taxes paid in net settlement of tax obligation upon exercise of stock options ( 1,975 ) ( 1,143 ) ( 2,848 ) Dividends paid on common stock ( 45,711 ) ( 37,470 ) ( 32,520 ) Dividends paid on preferred stock ( 62 ) ( 62 ) ( 62 ) Net cash provided by (used in) financing activities 1,318,171 ( 1,036,453 ) 3,305,448 Net increase (decrease) in cash and cash equivalents 1,315,035 ( 3,406,043 ) 2,010,685 Cash and cash equivalents at beginning of period 816,053 4,222,096 2,211,411 Cash and cash equivalents at end of period $ 2,131,088 $ 816,053 $ 4,222,096 SUPPLEMENTAL DISCLOSURE Cash paid/(received) for: Interest $ 393,379 $ 83,427 $ 30,504 Income taxes 53,991 68,665 56,651 Income tax refund - ( 142 ) ( 3 ) NONCASH TRANSACTIONS Other real estate acquired in settlement of loans $ 933 $ 1,046 $ 2,318 Internally financed sale of other real estate owned - - 3,779 Debt securities available for sale transferred to held to maturity - - 261,026 Dividends on nonvested restricted stock reclassified as compensation expense 197 133 104 Dividends declared 16,338 15,211 12,472 See Notes to Consolidated Financial Statements. 70 SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations ServisFirst Bancshares, Inc. (the “Company”) was formed on August 16, 2007 and is a bank holding company whose business is conducted by its wholly owned subsidiary ServisFirst Bank (the “Bank”). The Bank is headquartered in Birmingham, Alabama, and has provided a full range of banking services to individual and corporate customers throughout the Birmingham market since opening for business in May 2005. The Bank has since expanded into the Huntsville, Montgomery, Dothan and Mobile, Alabama; Pensacola, Sarasota, Tallahassee, and Tampa Bay, Florida; Atlanta, Georgia; Charleston, South Carolina; Charlotte and Asheville, North Carolina; Nashville, Tennessee; and Virginia Beach, Virginia markets. The Bank owns all of the stock of SF Intermediate Holding Company, Inc., which, in turn, owns all of the stock of SF TN Realty Holdings, Inc., which, in turn, owns all of the common stock of the Company’s real estate investment trusts, SF Realty 1, Inc., SF FLA Realty, Inc., SF GA Realty, Inc. and SF TN Realty, Inc. More details about SF Intermediate Holding Company, Inc. and its subsidiaries are included in Note 11. Reclassification Certain amounts reported in prior years have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or net cash flow. Basis of Presentation and Accounting Estimates To prepare consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for credit losses, valuation of deferred tax assets and the fair value of financial instruments are particularly subject to change. All numbers are in thousands except share and per share data. Basis of Consolidation The consolidated financial statements include the accounts of the Company and other entities in which it has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Cash, Due from Banks, Interest-Bearing Balances due from Financial Institutions Cash and due from banks include cash on hand, cash items in process of collection, amounts due from banks and interest bearing balances due from financial institutions. For purposes of cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. Generally, federal funds are purchased and sold for one -day periods. Cash flows from loans, mortgage loans held for sale, federal funds sold, and deposits are reported net. Debt Securities Debt securities are classified based on the Company’s intention on the date of purchase. All debt securities classified as available-for-sale are recorded at fair value with any unrealized gains and losses reported in accumulated other comprehensive income (loss), net of the deferred income tax effects. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at historical cost and adjusted for amortization of premiums and accretion of discounts. Transfers of debt securities into the held-to-maturity category from available-for-sale category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in other comprehensive income and in the carrying value of the held-to-maturity securities. Such amounts are amortized over the remaining life of the security. Interest and dividends on securities, including amortization of premiums and accretion of discounts calculated under the effective interest method, are included in interest income. For certain securities, amortization of premiums and accretion of discounts is computed based on the anticipated life of the security which may be shorter than the stated life of the security. Realized gains and losses from the sale of securities are determined using the specific identification method and are recorded on the trade date of the sale. 71 Restricted Equity Securities Investments in restricted equity securities without a readily determinable market value are carried at cost. Mortgage Loans Held for Sale The Company classifies certain residential mortgage loans as held for sale. Typically, mortgage loans held for sale are sold to a third -party investor within a very short time period. The loans are sold without recourse and servicing is not retained. Net fees earned from this banking service are recorded in noninterest income. In the course of originating mortgage loans and selling those loans in the secondary market, the Company makes various representations and warranties to the purchaser of the mortgage loans. Each loan is underwritten using government agency guidelines. Any exceptions noted during this process are remedied prior to sale. These representations and warranties also apply to underwriting the real estate appraisal opinion of value for the collateral securing these loans. Under the representations and warranties, failure by the Company to comply with the underwriting and/or appraisal standards could result in the Company being required to repurchase the mortgage loan or to reimburse the investor for losses incurred (make whole requests) if such failure cannot be cured by the Company within the specified period following discovery. The Company continues to experience an insignificant level of investor repurchase demands. There were no expenses incurred as part of these buyback obligations for the years ended December 31, 2023 and 2022. Loans Loans are reported at unpaid principal balances, less unearned fees and the allowance for credit losses. Interest on all loans is recognized as income based upon the applicable rate applied to the daily outstanding principal balance of the loans. Interest income on nonaccrual loans is recognized on a cash basis or cost recovery basis until the loan is returned to accrual status. A loan may be returned to accrual status if the Company is reasonably assured of repayment of principal and interest and the borrower has demonstrated sustained performance for a period of at least six months. Loan fees, net of direct costs, are reflected as an adjustment to the yield of the related loan over the term of the loan. The Company does not have a concentration of loans to any one industry. The accrual of interest on loans is discontinued when there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or the principal or interest is more than 120 days past due, unless the loan is both well-collateralized and in the process of collection. Generally, all interest accrued but not collected for loans that are placed on nonaccrual status are reversed against current interest income. Interest collections on nonaccrual loans are generally applied as principal reductions. The Company determines past due or delinquency status of a loan based on contractual payment terms. Loan modifications are concessions granted to borrowers in the normal course of business, which would not otherwise be considered, where the borrowers are experiencing financial difficulty. The concessions granted most frequently involve reductions or delays in required payments of principal and interest for a specified time, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan. ACL – Debt Securities Held to Maturity Management uses a systematic methodology to determine its ACL for held-to-maturity debt securities. The ACL is a contra-asset valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the held-to-maturity portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, Management’s process for determining expected credit losses may result in a range of expected credit losses. Management monitors the held-to-maturity portfolio to determine whether an ACL would need to be recorded. As of December 31, 2023 and 2022, the Company had $ 982.7 million and $ 1.03 billion, respectively, of held-to-maturity securities and no related ACL recorded for either year. 72 Impairment of Debt Securities Available for Sale For available-for-sale debt securities in an unrealized loss position, the Company will first assess whether i) it intends to sell or ii) it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. If either case is applicable, any previously recognized allowances are charged off and the debt security’s amortized cost is written down to fair value through income. If neither case is applicable, the debt security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the debt security by a rating agency and any adverse conditions specifically related to the debt security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the debt security are compared to the amortized cost basis of the debt security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis. Any impairment that has not been recorded through allowance for credit losses is recognized in other comprehensive income, net of tax. Adjustments to the allowance are reported in the income statement as a component of credit loss expense. Debt securities are charged off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by the Company or when either of the aforementioned criteria regarding intent or requirement to sell is met specifically for available-for-sale debt securities. The Company excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on debt securities and does not record an ACL on accrued interest receivable. ACL – Loans The ACL is based on the Company’s evaluation of the loan portfolios, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The process is inherently subjective and subject to significant change as it requires material estimates. The allowance is increased by a provision for credit losses, which is charged to expense, and reduced by charge-offs, net of recoveries. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for credit losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination. Loans with similar risk characteristics are evaluated in pools and, depending on the nature of each identified pool, the Company utilizes a discounted cash flow (“DCF”), probability of default / loss given default (“PD/LGD”) or remaining life method. The historical loss experience estimate by pool is then adjusted by forecast factors that are quantitatively related to the Company’s historical credit loss experience, such as national unemployment rates and gross domestic product. Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. The reasonable and supportable period and reversion period are re-evaluated each quarter by the Company and are dependent on the current economic environment among other factors. The estimated credit losses for each loan pool are then adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that are relevant within the qualitative framework which include the following: lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions. Credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on an individual basis. Individual evaluations are performed for nonaccrual loans, loans rated substandard, and modified loans classified as troubled debt restructurings. Specific allowances were estimated based on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows. The Company measures expected credit losses over the contractual term of a loan, adjusted for estimated prepayments. The contractual term excludes expected extensions, renewals and modifications. Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums and deferred loan fees and costs. Accrued interest receivable on loans is excluded from the estimate of credit losses. 73 ACL – Unfunded Loan Commitments The ACL is a liability account representing expected credit losses over the contractual period for which the Company is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if the Company has the unconditional right to cancel the obligation. The ACL is reported as a component of other liabilities within the Consolidated Balance Sheets. Adjustments to the ACL for unfunded commitments are reported in the Consolidated Income Statements as a component of other operating expense. Foreclosed Real Estate Foreclosed real estate includes both formally foreclosed property and in-substance foreclosed property. At the time of foreclosure, foreclosed real estate is recorded at fair value less cost to sell, which becomes the property’s new basis. Any write downs based on the asset’s fair value at date of acquisition are charged to the allowance for credit losses. After foreclosure, these assets are carried at the lower of their new cost basis or fair value less cost to sell. Costs incurred in maintaining foreclosed real estate and subsequent adjustments to the carrying amount of the property are included in other operating expenses. Premises and Equipment Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation. Expenditures for additions and major improvements that significantly extend the useful lives of the assets are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Assets which are disposed of are removed from the accounts and the resulting gains or losses are recorded in operations. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets ( 3 to 39.5 years). Leasehold improvements are amortized on a straight-line basis over the lesser of the lease terms or the estimated useful lives of the improvements. Leases The Company leases certain office space and equipment under operating leases. Leases are recognized as a liability to make lease payments and as an asset representing the right to use the asset during the lease term, or “lease liability” and “right-of-use asset,” respectively. The lease liability is measured as the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate. The Company reports its right-of-use assets in other assets and its lease liabilities in other liabilities within the Consolidated Balance Sheets. Certain of the leases include one or more renewal options that extend the initial lease term 1 to 5 years. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, a majority of renewals to extend lease terms are not included in the right-of-use assets and lease liabilities as they are not reasonably certain to be exercised. Renewal options are regularly evaluated and when they are reasonably certain to be exercised, are included in lease terms. None of the Company’s leases provide an implicit discount rate. The Company uses its incremental collateralized borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company does not recognize short-term leases on its Consolidated Balance Sheets. A short-term operating lease has an original term of 12 months or less and does not have a purchase option that is likely to be exercised. Bank Owned Life Insurance ( “ BOLI ” ) BOLI is comprised of long-term life insurance contracts on the lives of certain current and past employees where the insurance policy benefit and ownership are retained by the employer. Its cash surrender value is an asset that the Company uses to partially offset the future cost of employee benefits. The cash surrender value accumulation on BOLI is permanently tax deferred if the policy is held to the insured person’s death and certain other conditions are met. 74 Goodwill The Company has recorded $ 13.6 million of goodwill at December 31, 2023 in connection with the acquisition of Metro Bancshares, Inc. in 2015. The Company tests its goodwill for impairment annually unless interim events or circumstances make it more likely than not that an impairment loss has occurred. Impairment is defined as the amount by which the carrying value of a reporting unit exceeds its fair value. Impairment losses, if incurred, would be charged to operating expense. For the purposes of evaluating goodwill, the Company has determined that it operates only one reporting unit. Derivatives and Hedging Activities As part of its overall interest rate risk management, the Company uses derivative instruments, which can include interest rate swaps, caps, and floors. GAAP requires all derivative instruments to be carried at fair value on the Consolidated Balance Sheets. This accounting standard provides special accounting provisions for derivative instruments that qualify for hedge accounting. To be eligible, the Company must specifically identify a derivative as a hedging instrument and identify the risk being hedged. The derivative instrument must be shown to meet specific requirements under this accounting standard. The Company designates the derivative on the date the derivative contract is entered into as a hedge of ( 1 ) the fair value of a recognized asset or liability or of an unrecognized firm commitment (a “fair-value” hedge) or ( 2 ) the variability of cash flows to be received generally in a forecasted transaction related to a recognized asset or liability (a “cash-flow” hedge). Changes in the fair value of a derivative that is highly effective as a fair-value hedge, and that is designated and qualifies as a fair-value hedge, along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk (including losses or gains on firm commitments), are recorded in current-period earnings. The changes in a derivative’s fair value that are included in the assessment of hedge effectiveness for a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income until earnings are affected by the variability of cash flows (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings). The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair-value or cash-flow hedges to specific assets and liabilities on the Consolidated Balance Sheets or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, as necessary, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively. The Company discontinues hedge accounting prospectively when: ( 1 ) it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item (including firm commitments or forecasted transactions); ( 2 ) the derivative expires or is sold, terminated, or exercised; ( 3 ) the derivative is re-designated as a hedge instrument, because it is unlikely that a forecasted transaction will occur; ( 4 ) a hedged firm commitment no longer meets the definition of a firm commitment; or ( 5 ) management determines that designation of the derivative as a hedge instrument is no longer appropriate. When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value hedge, hedge accounting is discontinued prospectively and the derivative will continue to be carried on the balance sheet at its fair value with all changes in fair value being recorded in earnings but with no offsetting fair value adjustment being recorded on the hedged item. For a discontinued cash flow hedge the change in fair value is no longer recorded in other comprehensive income. The Company uses derivatives to hedge interest rate exposures associated with mortgage loan originations. Interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. In the normal course of business, the Company regularly extends these rate lock commitments to customers during the loan origination process. The fair values of the Company’s rate lock commitments to customers as of December 31, 2023 and 2022 were not material and have not been recorded. Revenue Recognition The Company records revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” ) . The guidance requires recognition of revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. 75 While the majority of the Company’s revenue-generating transactions are excluded from the scope of ASC 606, including revenue generated from financial instruments, such as securities and loans, the relevant revenue-generating transactions are classified within non-interest income and are described as follows: • Deposit account service charges – represent service fees for monthly activity and maintenance on customer accounts. Attributes can be transaction-based, item-based or time-based. Revenue is recognized when our performance obligation is completed, which is generally monthly for maintenance services or when a transaction is processed. Payment for such performance obligations are generally received at the time the performance obligations are satisfied. • Credit card rewards program membership fees – represent memberships in our credit card rewards program and are paid annually by our cardholders at the time they open an account and on each anniversary. Revenue is recognized ratably over the membership period. Other non-interest income primarily includes income on BOLI contracts, letter of credit fees and gains on sale of loans held for sale. Income Taxes Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. The Company follows the provisions of ASC 740 - 10, Income Taxes. ASC 740 - 10 establishes a single model to address accounting for uncertain tax positions and prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. There is a two -step process in the evaluation of a tax position. The first step is recognition. A Company determines whether it is more likely than not that a tax position will be sustained upon examination, including a resolution of any related appeals or litigation processes, based upon the technical merits of the position. The second step is measurement. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Stock-Based Compensation At December 31, 2023, the Company had a stock-based compensation plan for grants of equity compensation to key employees and directors. The plan has been accounted for under the provisions of ASC 718 - 10, Compensation – Stock Compensation with respect to employee stock options, restricted stock and performance-based stock units (“PSUs”). Specifically, awards are accounted for using the fair value-based method of accounting. Stock compensation costs are recognized prospectively for all new awards granted under the stock-based compensation plans. Compensation expense related to stock options is calculated using a method that is based on the underlying assumptions of the Black-Scholes-Merton option pricing model and is charged to expense over the requisite service period (e.g. vesting period). Compensation expense related to restricted stock awards is based upon the fair value of the awards on the date of grant and is charged to earnings over the requisite service period of the award. PSUs represent the opportunity to earn shares of the Company’s common stock after a prescribed period and based on the relative market performance of the Company’s stock, subject to the recipient’s continued employment through the end of the performance period. The actual shares earned under the PSUs generally range between zero and 150 % of the target level award, depending on the total stockholder return (TSR) of the Company over the performance period ranked relative to the TSR of a defined peer group of companies. A Monte Carlo simulation is used to estimate the fair value of the PSUs as of the valuation date. Compensation expense for PSUs is recognized regardless of the extent to which the market condition is satisfied. Earnings per Common Share Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options and performance shares. Loan Commitments and Related Financial Instruments Financial instruments, which include credit card arrangements, commitments to make loans and standby letters of credit, are issued to meet customer financing needs. The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Instruments such as stand-by letters of credit are considered, and accounted for as, financial guarantees. The fair value of these financial guarantees is not material. 76 Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 21. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. Comprehensive Income Comprehensive income consists of net income and other comprehensive income. Accumulated comprehensive (loss) income, which is recognized as a separate component of equity, includes unrealized gains and losses on available-for-sale debt securities and amortization of unrealized gains and losses on debt securities transferred from available-for-sale to held-to-maturity at the time of transfer. Amounts reported as accumulated comprehensive income are shown net of taxes. Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2023, 2022 and 2021 was $ 768,000 , $ 447,000 and $ 499,000 , respectively. Advertising typically consists of local print media aimed at businesses that the Company targets as well as sponsorships of local events in which the Company’s clients and prospects are involved. Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020 - 04, Reference Rate Reform (Topic 848 ): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The update provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be effective for a limited time, starting March 12, 2020 through December 31, 2024 as recently amended by the FASB . The Company has identified a replacement reference rate established by the American Financial Exchange. This rate is based on an active market of daily fund trading among participant banks. The Company is applying the guidance provided by this ASU in transitioning to the new reference rate. In August 2021, the FASB issued ASU 2021 - 06, Presentation of Financial Statements (Topic 205 ), Financial Services — Depository and Lending (Topic 942 ), and Financial Services — Investment Companies (Topic 946 ): Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33 - 10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33 - 10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants . This ASU amends and adds various SEC paragraphs to the codification pursuant to the issuance of SEC Final Rule Releases No. 33 - 10786 and No. 33 - 10835 issued to improve disclosure rules. The ASU was effective upon issuance. The adoption of this disclosure guidance did not have a material impact on the Company's consolidated financial statements. 77 In July 2021, the FASB issued ASU 2021 - 05, Leases (Topic 842 ) : Lessors-Certain Leases with Variable Lease Payments , which amends guidance so that lessors are no longer required to record a selling loss at lease commencement for a lease with any variable lease payments that do not depend on an index or rate. A lessor would classify such leases as an operating lease rather than a sales-type or direct financing lease. The adoption of ASU 2021 - 05 as of January 1, 2022 did not have a material impact on the Company’s consolidated financial statements. In March 2022, the FASB issued ASU 2022 - 02, Financial Instruments — Credit Losses (Topic 326 ): Troubled Debt Restructurings and Vintage Disclosure. For public business entities, the amendments require disclosure of current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326 - 20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326 - 20 - 50 - 6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The Company adopted ASU 2022 - 02 effective January 1, 2023 on a prospective basis. Adoption of ASU 2022 - 02 did not have a material impact on the Company’s consolidated financial statements other than providing the new required disclosures. In June 2022, the FASB issued ASU 2022 - 03, Fair Value Measurement (Topic 820 ): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This update is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is assessing the impact of adopting the update on its financial statements and disclosures. In March 2023, the Financial Accounting Standards Board issued ASU 2023 - 02, Investments-Equity Method and Joint Ventures (Topic 323 ): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. These amendments allow entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits. ASU 2023 - 02 is effective for public entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for all entities in any interim period. The Company is assessing its tax credit investments for whether they qualify for proportional amortization treatment and plans to adopt the amendments soon after. The Company does not currently believe the amendments will have a material impact on its consolidated financial statements. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting — Improvements to Reportable Segment Disclosures. This amendment is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other decision makers for additional, more detailed information about a reportable segment’s expenses. The amendment applies to all public entities that are required to report segment information in accordance with Topic 280. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The amendments are to be applied retrospectively to all periods presented and segment expense categories should be based on the categories identified at adoption. The Company does not currently expect adoption of the amendment to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures . ASU 2023 - 09 requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information to provide more transparency by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation table and (ii) income taxes paid, net of refunds, to be disaggregated by jurisdiction based on an established threshold. The amendments in this standard will be effective for the Company on January 1, 2025. The Company is currently evaluating the impact the amendments will have the consolidated financial statements and related disclosures. NOTE 2. DEBT SECURITIES The amortized cost and fair values of available-for-sale and held-to-maturity debt securities at December 31, 2023 and 2022 are summarized as follows: Gross Gross Amortized Unrealized Unrealized Market Cost Gain Loss Value (In Thousands) December 31, 2023 Debt Securities Available-for-Sale U.S. Treasury Securities $ 340,556 $ 251 $ - $ 340,807 Mortgage-backed securities 241,458 6 ( 25,979 ) 215,485 State and municipal securities 11,400 1 ( 1,178 ) 10,223 Corporate debt 375,676 - ( 42,009 ) 333,667 Total $ 969,090 $ 258 $ ( 69,166 ) $ 900,183 Debt Securities Held-to-Maturity U.S. Treasury Securities $ 508,985 $ - $ ( 24,718 ) $ 484,267 Mortgage-backed securities 465,615 3 ( 50,025 ) 415,593 State and municipal securities 8,063 - ( 732 ) 7,331 Total $ 982,664 $ 3 $ ( 75,475 ) $ 907,191 December 31, 2022 Debt Securities Available-for-Sale U.S. Treasury Securities $ 3,002 $ - $ ( 33 ) $ 2,969 Government Agency Securities 9 - - 9 Mortgage-backed securities 282,480 5 ( 32,782 ) 249,703 State and municipal securities 15,205 1 ( 1,597 ) 13,609 Corporate debt 406,680 - ( 28,155 ) 378,525 Total $ 707,376 $ 6 $ ( 62,567 ) $ 644,815 Debt Securities Held-to-Maturity U.S. Treasury Securities $ 507,151 $ - $ ( 36,197 ) $ 470,954 Mortgage-backed securities 518,929 7 ( 60,960 ) 457,976 State and municipal securities 8,041 - ( 1,018 ) 7,023 Total $ 1,034,121 $ 7 $ ( 98,175 ) $ 935,953 78 All mortgage-backed debt securities are issued by government sponsored enterprises such as Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Bank, and Federal Home Loan Mortgage Corporation. The carrying value of debt securities pledged to secure public funds on deposits and for other purposes as required by law as of December 31, 2023 and 2022 was $ 1.49 billion and $ 789.3 million, respectively. Restricted equity securities is comprised entirely of a restricted investment in Federal Home Loan Bank of Atlanta stock for membership requirement. At December 31, 2023 and 2022, there were no holdings of debt securities of any issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity. The amortized cost and fair value of debt securities as of December 31, 2023 and 2022 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2023 December 31, 2022 Amortized Cost Market Value Amortized Cost Market Value (In Thousands) Debt securities available-for-sale Due within one year $ 350,400 $ 350,396 $ 24,712 $ 24,432 Due from one to five years 70,016 67,334 58,554 57,092 Due from five to ten years 304,216 264,892 338,630 311,100 Due after ten years 3,000 2,076 3,000 2,488 Mortgage-backed securities 241,458 215,485 282,480 249,703 $ 969,090 $ 900,183 $ 707,376 $ 644,815 Debt securities held-to-maturity Due within one year $ 260,047 $ 257,835 $ 250 $ 250 Due from one to five years 203,481 185,741 386,465 366,095 Due from five to ten years 53,521 48,022 128,477 111,632 Mortgage-backed securities 465,615 415,593 518,929 457,976 $ 982,664 $ 907,191 $ 1,034,121 $ 935,953 79 The following table identifies the Company’s investment securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months, as of December 31, 2023 and 2022. Less Than Twelve Months Twelve Months or More Total Gross Gross Gross Unrealized Unrealized Unrealized Losses Fair Value Losses Fair Value Losses Fair Value (In Thousands) December 31, 2023 Debt Securities available-for-sale Mortgage-backed securities $ ( 6 ) $ 704 $ ( 25,973 ) $ 214,393 $ ( 25,979 ) $ 215,097 State and municipal securities - - ( 1,178 ) 9,777 ( 1,178 ) 9,777 Corporate debt ( 794 ) 15,141 ( 41,214 ) 311,666 ( 42,009 ) 326,807 Total $ ( 801 ) $ 15,845 $ ( 68,365 ) $ 535,836 $ ( 69,166 ) $ 551,681 Debt Securities held-to-maturity U.S. Treasury Securities $ - $ - $ ( 24,718 ) $ 484,267 $ ( 24,718 ) $ 484,267 Mortgage-backed securities ( 1 ) 430 ( 50,024 ) 411,585 ( 50,025 ) 412,015 State and municipal securities - - ( 732 ) 7,081 ( 732 ) 7,081 Total $ ( 1 ) $ 430 $ ( 75,474 ) $ 902,933 $ ( 75,475 ) $ 903,363 December 31, 2022 Debt Securities available-for-sale U.S. Treasury Securities $ ( 33 ) $ 2,969 $ - $ - $ ( 33 ) $ 2,969 Government Agency Securities - 9 - - - 9 Mortgage-backed securities $ ( 3,473 ) $ 60,234 $ ( 29,309 ) $ 189,109 $ ( 32,782 ) $ 249,343 State and municipal securities ( 186 ) 5,283 ( 1,411 ) 7,880 ( 1,597 ) 13,163 Corporate debt ( 18,566 ) 304,254 ( 9,589 ) 63,411 ( 28,155 ) 367,666 Total $ ( 22,258 ) $ 372,749 $ ( 40,309 ) $ 260,400 $ ( 62,567 ) $ 633,149 U.S. Treasury Securities $ ( 12,662 ) $ 295,383 $ ( 23,537 ) $ 175,570 $ ( 36,197 ) $ 470,953 Mortgage-backed securities ( 31,367 ) 278,746 ( 29,592 ) 174,842 ( 60,960 ) 453,588 State and municipal securities ( 544 ) 4,443 ( 474 ) 2,330 ( 1,018 ) 6,773 Total $ ( 44,573 ) $ 578,572 $ ( 53,603 ) $ 352,742 $ ( 98,175 ) $ 931,314 At December 31, 2023 and 2022, no allowance for credit losses has been recognized on available-for-sale debt securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired. This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available-for-sale debt securities. The issuers of these debt securities continue to make timely principal and interest payments under the contractual terms of the securities. The Company does not intend to sell these debt securities and it is more likely than not that the Company will not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity. The unrealized losses are due to increases in market interest rates over the yields available at the time the debt securities were purchased. Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost bases of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Historical loss rates associated with securities having similar grades as those in our portfolio have generally not been significant. Furthermore, as of December 31, 2023 and 2022, there were no past due principal or interest payments associated with these securities. Based upon (i) the issuer’s strong bond ratings and (ii) a zero historical loss rate, no allowance for credit losses has been recorded for held-to-maturity State and Municipal Securities as such amount is not material at December 31, 2023 and 2022. All debt securities in an unrealized loss position as of December 31, 2023 continue to perform as scheduled and the Company does not believe there is a possible credit loss or that an allowance for credit loss on these debt securities is necessary. The following table summarizes information about sales and calls of debt securities. Years Ended December 31, 2023 2022 2021 (In Thousands) Sale and call proceeds $ - $ 75,036 $ 6,272 Gross realized gains $ - $ - $ 620 Gross realized losses - ( 6,168 ) - Net realized (loss) gain $ - $ ( 6,168 ) $ 620 80 NOTE 3. LOANS The loan portfolio is classified based on the underlying collateral utilized to secure each loan for financial reporting purposes. This classification is consistent with the Quarterly Report of Condition and Income filed by ServisFirst Bank with the Federal Deposit Insurance Corporation (“FDIC”). Commercial, financial and agricultural – Includes loans to business enterprises issued for commercial, industrial, agricultural production and/or other professional purposes. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows. Real estate – construction – Includes loans secured by real estate to finance land development or the construction of industrial, commercial or residential buildings. Repayment is dependent upon the completion and eventual sale, refinance or operation of the related real estate project. Owner-occupied commercial real estate mortgage – Includes loans secured by nonfarm nonresidential properties for which the primary source of repayment is the cash flow from the ongoing operations conducted by the party that owns the property. 1 - 4 family real estate mortgage – Includes loans secured by residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower. Other real estate mortgage – Includes loans secured by nonowner-occupied properties, including office buildings, industrial buildings, warehouses, retail buildings, multifamily residential properties and farmland. Repayment is primarily dependent on income generated from the underlying collateral. Consumer – Includes loans to individuals not secured by real estate. Repayment is dependent upon the personal cash flow of the borrower. The composition of loans at December 31, 2023 and 2022 is summarized as follows: December 31, 2023 2022 (In Thousands) Commercial, financial and agricultural $ 2,823,986 $ 3,145,317 Real estate - construction 1,519,619 1,532,388 Real estate - mortgage: Owner-occupied commercial 2,257,163 2,199,280 1-4 family mortgage 1,249,938 1,146,831 Other mortgage 3,744,346 3,597,750 Total real estate - mortgage 7,251,447 6,943,861 Consumer 63,777 66,402 Total Loans 11,658,829 11,687,968 Less: Allowance for credit losses ( 153,317 ) ( 146,297 ) Net Loans $ 11,505,512 $ 11,541,671 81 Changes in the ACL during the years ended December 31, 2023, 2022 and 2021 are as follows: Years Ended December 31, 2023 2022 2021 (In Thousands) Balance, beginning of year $ 146,297 $ 116,660 $ 87,942 Loans charged off ( 14,581 ) ( 10,137 ) ( 4,114 ) Recoveries 2,886 2,167 1,315 Provision for credit losses 18,715 37,607 31,517 Balance, end of year $ 153,317 $ 146,297 $ 116,660 GAAP requires a CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the ACL is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The Company uses the discounted cash flow (“DCF”) method to estimate ACL for all loan pools except for commercial and industrial (“C&I”) revolving lines of credit and credit cards. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment rate and gross domestic product (“GDP”) as loss drivers. Consistent forecasts of the loss drivers are used across the loan segments. At December 31, 2023 and 2022, the Company utilized a reasonable and supportable forecast period of twelve months followed by a six -month straight-line reversion to long-term averages. The Company leveraged economic projections from reputable and independent sources to inform its loss driver forecasts. At December 31, 2023, the Company expects the national unemployment rate to fall during the forecast period with a rising national GDP growth rate, with both economic indicators showing improvement when compared to the forecast at December 31, 2022. The Company uses a loss-rate method to estimate expected credit losses for its C&I revolving lines of credit and a remaining life methodology on credit card pools. The C&I revolving lines of credit pool incorporates a probability of default (“PD”) and loss given default (“LGD”) modeling approach. This approach involves estimating the pool average life and then using historical correlations of default and loss experience over time to calculate the lifetime PD and LGD. These two inputs are then applied to the outstanding pool balance. The credit card pool incorporates a remaining life modeling approach, which utilizes an attrition-based method to estimate the remaining life of the pool. A quarterly average loss rate is then calculated using the Company’s historical loss data. The model reduces the pool balance quarterly on a straight-line basis over the estimated life of the pool. The quarterly loss rate is multiplied by the outstanding balance at each period-end resulting in an estimated loss for each quarter. The sum of estimated loss for all quarters is the total calculated reserve for the pool. Management has applied the loss-rate method to C&I lines of credit and to credit cards due to their generally short-term nature. An expected loss ratio is applied based on internal and peer historical losses. Each loan pool is adjusted for qualitative factors not inherently considered in the quantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that are relevant within the qualitative framework which include the following: lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system, risks within new markets, and other economic conditions. Inherent risks in the loan portfolio will differ based on type of loan. Specific risk characteristics by loan portfolio segment are listed below: Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates. Real estate construction loans include risks associated with the borrower’s credit-worthiness, contractor’s qualifications, borrower and contractor performance, and the overall risk and complexity of the proposed project. Construction lending is also subject to risks associated with sub-market dynamics, including population, employment trends and household income. During times of economic stress, this type of loan has typically had a greater degree of risk than other loan types. 82 Real estate mortgage loans consist of loans secured by commercial and residential real estate. Commercial real estate lending is dependent upon successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. Residential real estate lending risks are generally less significant than those of other loans. Real estate lending risks include fluctuations in the value of real estate, bankruptcies, economic downturn and customer financial problems. Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans but less risky than commercial loans. Risk of default is usually determined by the well-being of the local economies. During times of economic stress, there is usually some level of job loss both nationally and locally, which directly affects the ability of the consumer to repay debt. Changes in the allowance for credit losses, segregated by loan type, during the years ended December 31, 2023 and 2022, respectively, are as follows: Commercial, financial and Real estate - Real estate - agricultural construction mortgage Consumer Total (In Thousands) Twelve Months Ended December 31, 2023 Allowance for credit losses: Balance at December 31, 2022 $ 42,830 $ 42,889 $ 58,652 $ 1,926 $ 146,297 Charge-offs ( 13,229 ) ( 108 ) ( 171 ) ( 1,073 ) ( 14,581 ) Recoveries 2,796 3 2 85 2,886 Provision 19,720 1,874 ( 3,355 ) 476 18,715 Balance at December 31, 2023 $ 52,117 $ 44,658 $ 55,128 $ 1,414 $ 153,317 Twelve Months Ended December 31, 2022 Allowance for credit losses: Balance at December 31, 2021 $ 41,869 $ 26,994 $ 45,829 $ 1,968 $ 116,660 Charge-offs ( 9,256 ) - ( 221 ) ( 660 ) ( 10,137 ) Recoveries 2,012 - - 155 2,167 Provision 8,205 15,895 13,044 463 37,607 Balance at December 31, 2022 $ 42,830 $ 42,889 $ 58,652 $ 1,926 $ 146,297 Twelve Months Ended December 31, 2021 Allowance for credit losses: Balance at December 31, 2020 $ 36,370 $ 16,057 $ 33,722 $ 1,793 $ 87,942 Charge-offs ( 3,453 ) ( 14 ) ( 279 ) ( 368 ) ( 4,114 ) Recoveries 1,135 52 85 43 1,315 Provision 7,817 10,899 12,301 500 31,517 Balance at December 31, 2021 $ 41,869 $ 26,994 $ 45,829 $ 1,968 $ 116,660 We maintain an ACL for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability account on the Consolidated Balance Sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense. The allowance for credit losses on unfunded commitments was $ 575,000 at both December 31, 2023 and 2022. The provision expense for unfunded commitments was zero for the year ended December 31, 2023 and was reduced by $ 725,000 for the year ended December 31, 2022 compared to December 31, 2021. The credit quality of the loan portfolio is determined no less frequently than quarterly using categories similar to the standard asset classification system used by the federal banking agencies. The following table presents credit quality indicators for the loan loss portfolio segments and classes. These categories are utilized to develop the associated allowance for credit losses using historical losses adjusted for current economic conditions defined as follows: ● Pass – loans that are well protected by the current net worth and paying capacity of the obligor (or obligors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral. ● Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification. 83 ● Substandard – loans that exhibit well-defined weakness or weaknesses that presently jeopardize debt repayment. These loans are characterized by the distinct possibility that the Company will sustain some loss if the weaknesses are not corrected. ● Doubtful – loans that have all the weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. The tables below presents loan balances classified by credit quality indicator, loan type and based on year of origination as of December 31, 2023 and 2022: December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Revolving lines of credit converted to term loans Total (In Thousands) Commercial, financial, and agricultural Pass $ 341,335 $ 455,281 $ 354,034 $ 162,543 $ 100,032 $ 151,527 $ 1,161,324 $ 491 $ 2,726,567 Special Mention 4,275 1,982 5,105 5,765 1,320 3,549 21,769 7 43,772 Substandard - accruing 1,410 - 2,830 368 9,501 27,962 4,360 - 46,431 Substandard -Non-accrual - 2 767 206 - 3,336 2,905 - 7,216 Total Commercial, financial and agricultural $ 347,020 $ 457,265 $ 362,736 $ 168,882 $ 110,853 $ 186,374 $ 1,190,358 $ 498 $ 2,823,986 Current-period gross writeoffs $ 1,213 $ 4,690 $ 2,531 $ 779 $ 4 $ 2,014 $ 1,998 $ - $ 13,229 Real estate - construction Pass $ 216,745 $ 874,903 $ 283,012 $ 49,668 $ 4,866 $ 16,558 $ 72,156 $ - $ 1,517,908 Special Mention 589 - - - - - - - 589 Substandard - accruing - 33 - - - 978 - - 1,011 Substandard -Non-accrual - - - - - - - 111 111 Total Real estate - construction $ 217,334 $ 874,936 $ 283,012 $ 49,668 $ 4,866 $ 17,536 $ 72,156 $ 111 $ 1,519,619 Current-period gross write-offs $ - $ - $ 19 $ - $ - $ - $ - $ 89 $ 108 Owner-occupied commercial Pass $ 148,915 $ 478,364 $ 517,667 $ 300,978 $ 181,864 $ 512,752 $ 64,170 $ 844 $ 2,205,554 Special Mention 5,369 1,411 7,705 8,317 8,530 7,539 - - 38,871 Substandard - accruing 1,358 - - - - 4,292 - - 5,650 Substandard -Non-accrual - - - - 2,329 4,759 - - 7,088 Total Owner-occupied commercial $ 155,642 $ 479,775 $ 525,372 $ 309,295 $ 190,394 $ 524,583 $ 64,170 $ 844 $ 2,257,163 Current-period gross write-offs $ - $ - $ - $ - $ 117 $ - $ - $ - $ 117 1-4 family mortgage Pass $ 166,927 $ 376,964 $ 228,183 $ 75,104 $ 40,697 $ 61,046 $ 286,066 $ - $ 1,234,987 Special Mention 574 721 2,504 1,009 3,865 439 727 - 9,839 Substandard - accruing - - - - - 425 261 - 686 Substandard -Non-accrual 155 380 741 572 877 901 800 - 4,426 Total 1-4 family mortgage $ 167,656 $ 378,065 $ 231,428 $ 76,685 $ 45,439 $ 62,811 $ 287,854 $ - $ 1,249,938 Current-period gross write-offs $ - $ 40 $ - $ - $ - $ 14 $ - $ - $ 54 Other mortgage Pass $ 162,418 $ 1,119,609 $ 1,106,055 $ 448,781 $ 249,059 $ 540,325 $ 100,516 $ 247 $ 3,727,010 Special Mention - - - - - - 850 - 850 Substandard - accruing - 4,975 - - - 11,005 - - 15,980 Substandard -Non-accrual - - - - 130 376 - - 506 Total Other mortgage $ 162,418 $ 1,124,584 $ 1,106,055 $ 448,781 $ 249,189 $ 551,706 $ 101,366 $ 247 $ 3,744,346 Current-period gross write-offs $ - $ - $ - $ - $ - $ - $ - $ - $ - Consumer Pass $ 22,227 $ 3,890 $ 4,542 $ 1,794 $ 1,295 $ 2,687 $ 27,342 $ - $ 63,777 Special Mention - - - - - - - - - Substandard - accruing - - - - - - - - - Substandard -Non-accrual - - - - - - - - - Total Consumer $ 22,227 $ 3,890 $ 4,542 $ 1,794 $ 1,295 $ 2,687 $ 27,342 $ - $ 63,777 Current-period gross write-offs $ - $ - $ - $ - $ 4 $ 49 $ 1,020 $ - $ 1,073 Total Loans Pass $ 1,058,567 $ 3,309,011 $ 2,493,493 $ 1,038,868 $ 577,813 $ 1,284,895 $ 1,711,574 $ 1,582 $ 11,475,803 Special Mention 10,807 4,114 15,314 15,091 13,715 11,527 23,346 7 93,921 Substandard - accruing 2,768 5,009 2,830 368 9,501 44,662 4,621 - 69,758 Substandard -Non-accrual 155 382 1,508 778 3,336 9,372 3,705 111 19,347 Total Loans $ 1,072,297 $ 3,318,515 $ 2,513,145 $ 1,055,105 $ 604,365 $ 1,350,456 $ 1,743,246 $ 1,700 $ 11,658,829 Current-period gross write-offs $ 1,213 $ 4,730 $ 2,550 $ 779 $ 125 $ 2,077 $ 3,018 $ 89 $ 14,581 84 December 31, 2022 2022 2021 2020 2019 2018 Prior Revolving Loans Total (In Thousands) Commercial, financial and agricultural Pass $ 691,817 $ 502,648 $ 223,096 $ 144,587 $ 78,477 $ 134,893 $ 1,267,333 $ 3,042,851 Special Mention 6,906 3,737 1,101 1,748 570 898 29,516 44,476 Substandard 200 - 379 9,501 16,329 16,595 14,986 57,990 Doubtful - - - - - - - - Total Commercial, financial - - - - - - - - and agricultural $ 698,923 $ 506,385 $ 224,576 $ 155,836 $ 95,376 $ 152,386 $ 1,311,835 $ 3,145,317 Real estate - construction Pass $ 618,578 $ 638,126 $ 156,834 $ 15,197 $ 12,063 $ 14,847 $ 72,172 $ 1,527,817 Special Mention 2,500 - - - - 873 - 3,373 Substandard - - - - 1,198 - - 1,198 Doubtful - - - - - - - - Total Real estate - construction $ 621,078 $ 638,126 $ 156,834 $ 15,197 $ 13,261 $ 15,720 $ 72,172 $ 1,532,388 Owner-occupied commercial Pass $ 424,321 $ 496,298 $ 352,375 $ 199,987 $ 157,204 $ 477,926 $ 64,152 $ 2,172,263 Special Mention 2,362 - - 2,723 4,682 6,917 1,687 18,371 Substandard - - - 73 - 8,573 - 8,646 Doubtful - - - - - - - - Total Owner-occupied commercial $ 426,683 $ 496,298 $ 352,375 $ 202,783 $ 161,886 $ 493,416 $ 65,839 $ 2,199,280 1-4 family mortgage Pass $ 388,778 $ 273,515 $ 93,272 $ 52,209 $ 28,999 $ 57,512 $ 243,302 $ 1,137,587 Special Mention 315 445 816 375 294 881 2,854 5,980 Substandard - 279 404 648 346 1,224 363 3,264 Doubtful - - - - - - - - Total 1-4 family mortgage $ 389,093 $ 274,239 $ 94,492 $ 53,232 $ 29,639 $ 59,617 $ 246,519 $ 1,146,831 Other mortgage Pass $ 1,027,747 $ 976,208 $ 517,392 $ 380,104 $ 130,228 $ 470,699 $ 75,669 $ 3,578,047 Special Mention 231 - - - - 7,161 - 7,392 Substandard - - - 130 4,569 7,612 - 12,311 Doubtful - - - - - - - - Total Other mortgage $ 1,027,978 $ 976,208 $ 517,392 $ 380,234 $ 134,797 $ 485,472 $ 75,669 $ 3,597,750 Consumer Pass $ 21,132 $ 5,845 $ 4,203 $ 1,759 $ 440 $ 2,988 $ 30,021 $ 66,388 Special Mention - - - - - 14 - 14 Substandard - - - - - - - - Doubtful - - - - - - - - Total Consumer $ 21,132 $ 5,845 $ 4,203 $ 1,759 $ 440 $ 3,002 $ 30,021 $ 66,402 Total Loans Pass $ 3,172,373 $ 2,892,640 $ 1,347,172 $ 793,843 $ 407,411 $ 1,158,865 $ 1,752,649 $ 11,524,953 Special Mention 12,314 4,182 1,917 4,846 5,546 16,744 34,057 79,606 Substandard 200 279 783 10,352 22,442 34,004 15,349 83,409 Doubtful - - - - - - - - Total Loans $ 3,184,887 $ 2,897,101 $ 1,349,872 $ 809,041 $ 435,399 $ 1,209,613 $ 1,802,055 $ 11,687,968 85 Nonperforming loans include nonaccrual loans and loans 90 or more days past due and still accruing. Loans by performance status as of December 31, 2023 and 2022 are as follows: December 31, 2023 Performing Nonperforming Total (In Thousands) Commercial, financial and agricultural $ 2,816,599 $ 7,387 $ 2,823,986 Real estate - construction 1,519,508 111 1,519,619 Real estate - mortgage: Owner-occupied commercial 2,250,074 7,089 2,257,163 1-4 family mortgage 1,243,603 6,335 1,249,938 Other mortgage 3,743,840 506 3,744,346 Total real estate - mortgage 7,237,517 13,930 7,251,447 Consumer 63,672 105 63,777 Total $ 11,637,296 $ 21,533 $ 11,658,829 December 31, 2022 Performing Nonperforming Total (In Thousands) Commercial, financial and agricultural $ 3,138,014 $ 7,303 $ 3,145,317 Real estate - construction 1,532,388 - 1,532,388 Real estate - mortgage: Owner-occupied commercial 2,195,968 3,312 2,199,280 1-4 family mortgage 1,144,713 2,118 1,146,831 Other mortgage 3,592,732 5,018 3,597,750 Total real estate - mortgage 6,933,413 10,448 6,943,861 Consumer 66,312 90 66,402 Total $ 11,670,127 $ 17,841 $ 11,687,968 Loans by past due status as of December 31, 2023 and 2022 are as follows: December 31, 2023 Past Due Status (Accruing Loans) Total Past Total Nonaccrual 30-59 Days 60-89 Days 90+ Days Due Nonaccrual Current Total Loans With No ACL (In Thousands) Commercial, financial and agricultural $ 3,418 $ 3,718 $ 170 $ 7,306 $ 7,217 $ 2,809,463 $ 2,823,986 $ 5,028 Real estate - construction - 34 - 34 111 1,519,474 1,519,619 - Real estate - mortgage: Owner-occupied commercial - - - - 7,089 2,250,074 2,257,163 7,089 1-4 family mortgage 540 4,920 1,909 7,369 4,426 1,238,143 1,249,938 1,224 Other mortgage 676 10,703 - 11,379 506 3,732,461 3,744,346 506 Total real estate - mortgage 1,216 15,623 1,909 18,748 12,021 7,220,678 7,251,447 8,819 Consumer 58 31 105 194 - 63,583 63,777 - Total $ 4,692 $ 19,406 $ 2,184 $ 26,282 $ 19,349 $ 11,613,198 $ 11,658,829 $ 13,847 December 31, 2022 Past Due Status (Accruing Loans) Total Past Total Nonaccrual 30-59 Days 60-89 Days 90+ Days Due Nonaccrual Current Total Loans With No ACL (In Thousands) Commercial, financial and agricultural $ 1,075 $ 409 $ 195 $ 1,679 $ 7,108 $ 3,136,530 3,145,317 $ 3,238 Real estate - construction - 711 - 711 - 1,531,677 1,532,388 - Real estate - mortgage: Owner-occupied commercial 83 452 - 535 3,312 2,195,433 2,199,280 57 1-4 family mortgage 405 580 594 1,579 1,524 1,143,728 1,146,831 491 Other mortgage 231 - 4,512 4,743 506 3,592,501 3,597,750 - Total real estate - mortgage 719 1,032 5,106 6,857 5,342 6,931,662 6,943,861 548 Consumer 174 128 90 392 - 66,010 66,402 621 Total $ 1,968 $ 2,280 $ 5,391 $ 9,639 $ 12,450 $ 11,665,879 11,687,968 $ 4,407 86 There was no interest earned on nonaccrual loans for the years ended December 31, 2023 and 2022. Loans that no longer share similar risk characteristics with the collectively evaluated pools are estimated on an individual basis. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes collateral-dependent gross loans held for investment by collateral type as follows: Accounts ACL December 31, 2023 Real Estate Receivable Equipment Other Total Allocation (In Thousands) Commercial, financial and agricultural $ 20,266 $ 7,240 $ 2,126 $ 24,016 $ 53,648 $ 16,189 Real estate - construction 145 - - 978 1,123 1 Real estate - mortgage: Owner-occupied commercial 12,038 - - 698 12,736 475 1-4 family mortgage 15,694 - - - 15,694 1,058 Other mortgage 5,862 - - - 5,862 603 Total real estate - mortgage 33,594 - - 698 34,292 2,136 Total $ 54,005 $ 7,240 $ 2,126 $ 25,692 $ 89,063 $ 18,326 Accounts ACL December 31, 2022 Real Estate Receivable Equipment Other Total Allocation (In Thousands) Commercial, financial and agricultural $ 20,061 $ 12,092 $ 837 $ 24,998 $ 57,988 $ 9,910 Real estate - construction - - - 1,198 1,198 7 Real estate - mortgage: Owner-occupied commercial 8,573 - - 74 8,647 154 1-4 family mortgage 3,260 - - - 3,260 316 Other mortgage 12,311 - - - 12,311 - Total real estate - mortgage 24,144 - - 74 24,218 470 Total $ 44,205 $ 12,092 $ 837 $ 26,270 $ 83,404 $ 10,387 On March 22, 2020, an Interagency Statement was issued by banking regulators that encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID- 19. Additionally, Section 4013 of the CARES Act further provided that a qualified loan modification is exempt by law from classification as a Troubled Debt Restructuring (“TDR”) as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID- 19 outbreak declared by the President of the United States under the National Emergencies Act terminated. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act 2021, which extended the period established by Section 4013 of the CARES Act to the earlier of January 1, 2022 or the date that is 60 days after the date on which the national COVID- 19 emergency terminated. In accordance with such guidance, the Bank offered short-term modifications made in response to COVID- 19 to borrowers who were current and otherwise not past due. These included short-term ( 180 days or less) modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. 87 The Bank adopted ASU 2022 - 02, Financial Instruments - Credit Losses (Topic 326 ) Troubled Debt Restructurings and Vintage Disclosures effective January 1, 2023. The amendments in ASU 2022 - 02 eliminated the recognition and measure of TDRs and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty. The table below details the amortized cost basis at the end of the reporting period for loans made to borrowers experiencing financial difficulty that were modified during the year ended December 31, 2023: Year Ended December 31, 2023 Payment Deferral Term and Term Percentage of Extensions Extensions Total Total Loans (In Thousands) Commercial, financial and agricultural $ 28,363 $ - $ 28,363 0.24 % Owner-occupied commercial 3,021 - 3,021 0.03 % Other mortgage 10,932 303 11,234 0.10 % Total $ 42,315 $ 303 $ 42,618 0.37 % The following table summarizes the financial impacts of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2023: Twelve Months Ended December 31, 2023 Total Payment Term Extensions Deferral (In months) (In Thousands) Commercial, financial and agricultural 1 to 65 - Owner-occupied commercial 3 to 60 49 Other mortgage 3 to 36 59 TDRs at December 31, 2022 totaled $ 2.5 million. The following tables present loans modified in a TDR during the period presented by portfolio segment and the financial impact of those modifications. The table includes modifications made to new TDRs, as well as renewals of existing TDRs. Year Ended December 31, 2022 Pre- Post- Modification Modification Outstanding Outstanding Number of Recorded Recorded Contracts Investment Investment (In Thousands) Troubled Debt Restructurings Commercial, financial and agricultural 3 $ 444 $ 444 Real estate - construction - - - Real estate - mortgage: Owner-occupied commercial - - - 1-4 family mortgage - - - Other mortgage - - - Total real estate - mortgage - - - Consumer - - - 3 $ 444 $ 444 88 There were no loans that were modified in the previous twelve months (i.e., the twelve months prior to default) that defaulted during the years ended December 31, 2023. For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status. In the ordinary course of business, the Company has granted loans to certain related parties, including directors, and their affiliates. The interest rates on these loans were substantially the same as rates prevailing at the time of the transaction and repayment terms are customary for the type of loan. Changes in related party loans for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, 2023 2022 (In Thousands) Balance, beginning of year $ 52,608 $ 51,180 Advances 67,106 103,513 Repayments ( 79,883 ) ( 102,085 ) Balance, end of year $ 39,831 $ 52,608 NOTE 4. FORECLOSED PROPERTIES Other real estate and certain other assets acquired in foreclosure are carried at the lower of the recorded investment in the loan or fair value less estimated costs to sell the property. An analysis of foreclosed properties for the years ended December 31, 2023, 2022 and 2021 follows: 2023 2022 2021 (In Thousands) Balance at beginning of year $ 248 $ 1,208 $ 6,497 Transfers from loans and capitalized expenses 933 1,046 2,318 Foreclosed properties sold ( 158 ) ( 2,282 ) ( 6,474 ) Write downs and partial liquidations ( 28 ) 276 ( 1,133 ) Balance at end of year $ 995 $ 248 $ 1,208 NOTE 5. PREMISES AND EQUIPMENT Premises and equipment are summarized as follows: December 31, 2023 2022 (In Thousands) Land $ 5,809 $ 5,809 Building 37,578 38,319 Furniture and equipment 34,976 32,454 Leasehold improvements 16,512 13,773 Construction in progress 1,300 1,933 Total premises and equipment, cost 96,175 92,288 Accumulated depreciation ( 36,851 ) ( 32,438 ) Total premises and equipment, net $ 59,324 $ 59,850 The provisions for depreciation charged to occupancy and equipment expense for the years ended December 31, 2023, 2022 and 2021 were $ 4.4 million, $4.1million, and $ 4.1 million, respectively. 89 NOTE 6. LEASES The Company leases space under non-cancelable operating leases for several of its banking offices and certain office equipment. The Company reports its right-of-use asset in other assets and its lease liabilities in other liabilities in its Consolidated Balance Sheets. Supplemental balance sheet information related to operating leases is as follows: December 31, 2023 December 31, 2022 Right-of-use assets $ 26,451 $ 18,816 Lease liabilities $ 27,435 $ 19,614 Weighted average remaining lease term 8.2 6.6 Weighted average discount rate 3.67 % 2.81 % Lease costs during the years ended December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Operating lease cost $ 5,202 $ 4,379 Short-term lease cost - 68 Variable lease cost 803 610 Sublease income ( 21 ) ( 40 ) Net lease cost $ 5,984 $ 5,017 The following table reconciles future undiscounted lease payments due under non-cancelable leases to the aggregate lease liability as of December 31, 2023: (In Thousands) 2024 $ 5,208 2025 4,930 2026 4,105 2027 3,536 2028 2,683 Thereafter 11,899 Total lease payments $ 32,361 Less: imputed interest ( 4,926 ) Present value of operating lease liabilities $ 27,435 NOTE 7. VARIABLE INTEREST ENTITIES ( “ VIEs ” ) The Company utilizes special purpose entities (“SPEs”) that constitute investments in limited partnerships that undertake certain development projects to achieve federal and state tax credits. These SPEs are typically structured as VIEs and are thus subject to consolidation by the reporting enterprise that has both power over governance and absorbs the majority of the economic risks and rewards of the VIE. To determine whether it must consolidate a VIE, the Company analyzes the design of the VIE to identify the sources of variability within the VIE, including an assessment of the nature of risks created by the assets and other contractual obligations of the VIE, and determines whether it will absorb a majority of that variability and, if so, whether it has power to direct the activities that most significantly impact the economic performance of the entity. The Company has invested in limited partnerships as a funding investor. The partnerships are single purpose entities that lend money to real estate investors for the purpose of acquiring and operating, or rehabbing, commercial property. The investments qualify for New Market Tax Credits under Internal Revenue Code Section 45D, as amended, or Historic Rehabilitation Tax Credits under Code Section 47, as amended, or Low-Income Housing Tax Credits under Code Section 42, as amended. For each of the partnerships, the Company acts strictly in a limited partner capacity. The Company has determined that it is not the primary beneficiary of these partnerships because it does not have the power to direct the activities of the entity that most significantly impact the entities’ economic performance and therefore the partnerships are not consolidated in our financial statements. The amount of recorded investment in these partnerships as of December 31, 2023 and 2022 was $ 42.8 million and $ 46.3 million, respectively. During 2023, the Company invested in two Federal Historic Tax Credit partnerships and six Low-Income Housing Tax Credit partnerships with recorded investment in each totaling $ 754,000 and $ 7.8 million, respectively, at December 31, 2023. Additionally, the Company funded an existing investment obligation of $ 2.4 million for one Federal Historic Tax Credit partnership. There was no recorded investment included in loans of the Company at either December 31, 2023 or 2022 . The remaining amounts are included in other assets. 90 NOTE 8. DEPOSITS Deposits at December 31, 2023 and 2022 were as follows: December 31, 2023 2022 (In Thousands) Noninterest-bearing demand $ 2,643,101 $ 3,321,347 Interest-bearing checking 9,367,841 7,224,201 Savings 107,227 138,451 Time deposits, $250,000 and under 313,015 239,772 Time deposits, over $250,000 842,327 573,035 Brokered time deposits - 50,000 $ 13,273,511 $ 11,546,805 The scheduled maturities of time deposits at December 31, 2023 were as follows: (In Thousands) 2024 $ 900,676 2025 183,903 2026 60,336 2027 6,036 2028 4,371 Thereafter 20 Total $ 1,155,342 At December 31, 2023 and 2022, overdraft deposits reclassified to loans were $ 1.1 million and $ 1.9 million, respectively. NOTE 9. FEDERAL FUNDS PURCHASED At December 31, 2023, the Company had $ 1.26 billion in federal funds purchased from its correspondent banks that are clients of its correspondent banking unit, compared to $ 1.35 billion (excludes the Company’s federal funds purchases reported in the next paragraph) at December 31, 2022. Rates paid on these funds were between 5.40 % and 5.50 % as of December 31, 2023 and 4.40 % and 4.50 % as of December 31, 2022. At December 31, 2023, the Company had available lines of credit totaling approximately $ 880.0 million with various financial institutions for borrowing on a short-term basis, compared to $ 963.0 million at December 31, 2022. The Company had no outstanding borrowings from these lines at December 31, 2023, compared to $ 265.0 million outstanding borrowings from these lines at December 31, 2022. NOTE 10. OTHER BORROWINGS Other borrowings are comprised of: ● $ 30.0 million on the Company’s 4.5 % Subordinated Notes due November 8, 2027, which were issued in a private placement in November 2017 and pay interest semi-annually. The Notes may be prepaid by the Company. ● $ 34.75 million of the Company’s 4 % Subordinated Notes due October 21, 2030, which were issued in a private placement in October 2020 and pay interest semi-annually. The Notes may not be prepaid by the Company prior to October 21, 2025. Debt is reported net of unamortized issuance costs of $ 15,000 and $ 24,000 as of December 31, 2023 and 2022, respectively. 91 NOTE 11. SF INTERMEDIATE HOLDING COMPANY, INC., SF HOLDING 1, INC., SF TN REALTY HOLDINGS, INC., SF REALTY 1, INC., SF FLA REALTY, INC., SF GA REALTY, INC. AND SF TN REALTY, INC. In January 2012, the Company formed SF Holding 1, Inc., an Alabama corporation, and its subsidiary, SF Realty 1, Inc., an Alabama corporation. In September 2013, the Company formed SF FLA Realty, Inc., an Alabama corporation and a subsidiary of SF Holding 1, Inc. In May 2014, the Company formed SF GA Realty, Inc., an Alabama corporation and a subsidiary of SF Holding 1, Inc. In February 2016, the Company formed SF TN Realty, Inc., an Alabama corporation and a subsidiary of SF Holding 1, Inc. Also in February 2016, the Company formed SF Intermediate Holding Company, Inc., an Alabama corporation. Immediately following the formation of SF Intermediate Holding Company, Inc., ServisFirst Bank assigned all of the outstanding capital stock of SF Holding 1, Inc. to SF Intermediate Holding Company, Inc., such that SF Holding 1, Inc. became a wholly-owned first tier subsidiary of SF Intermediate Holding Company, Inc. In November 2022, SF Intermediate Holding Company, Inc. formed SF TN Realty Holdings, Inc., a Delaware corporation. In December 2022, SF Holding 1, Inc. merged with and into SF TN Realty Holdings, Inc., with SF TN Realty Holdings, Inc, being the surviving entity. Following the merger, SF Realty 1, SF FLA Realty, SF GA Realty and SF TN Realty are all subsidiaries of SF TN Realty Holdings, Inc. SF Realty 1, SF FLA Realty, SF GA Realty and SF TN Realty all hold and manage participations in residential mortgages and commercial real estate loans originated by ServisFirst Bank and have elected to be treated as real estate investment trusts (“REIT”) for U.S. income tax purposes. SF Intermediate Holding Company, Inc., SF TN Realty Holdings, Inc., SF Realty 1, Inc., SF FLA Realty, Inc., SF GA Realty, Inc. and SF TN Realty, Inc. are all consolidated into the Company. NOTE 12. DERIVATIVES The Company periodically enters into derivative contracts to manage exposures to movements in interest rates. The Company purchased an interest rate cap in May of 2020 to limit exposures to increases in interest rates. The interest rate cap was not designated as a hedging instrument but rather as a stand-alone derivative. The interest rate cap had an original term of 3 three years, a notional amount of $ 300 million and was tied to the one -month LIBOR rate with a strike rate of 0.50 %. The fair value of the interest rate cap was carried on the Consolidated Balance Sheets in other assets and the change in fair value is recognized in noninterest income each quarter. The interest rate cap had a fair value of $ 4.2 million and remaining term of 0.3 years at December 31, 2022, and expired on May 4, 2023. The Bank has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with our investor for our customer for a 30 -day period. In the event the loan is not delivered to the investor, the Bank has no risk or exposure with the investor. The interest rate lock commitments to customers related to loans that are originated for later sale are classified as derivatives. The fair values of our agreements with investors and rate lock commitments to customers as of December 31, 2023 and 2022 were not material. NOTE 13. EMPLOYEE AND DIRECTOR BENEFITS The Company has a stock incentive plan, which is described below. The compensation cost that has been charged against income for the plan was approximately $ 3.6 million, $ 3.2 million and $ 1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Stock Incentive Plan On March 23, 2009, the Company’s board of directors adopted the 2009 Stock Incentive Plan (the “Plan”), which was effective upon approval by the stockholders at the 2009 Annual Meeting of Stockholders. The 2009 Plan originally permitted the grant of up to 2,550,000 shares of common stock. However, upon stockholder approval during 2014, the Plan was amended in order to allow the Company to grant stock options for up to 5,550,000 shares of common stock. The Plan authorizes the grant of stock appreciation rights, restricted stock, incentive stock options, non-qualified stock options, non-stock share equivalents, performance shares or performance units and other equity-based awards. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant. As of December 31, 2023, there are a total of 3,031,065 shares available to be granted under the Plan. Stock-based compensation expense for stock-based awards is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. The Black-Scholes-Merton model is based on the weighted-average assumptions for expected dividend yield, expected stock price volatility, risk-free interest rate and expected life of options granted. 92 There were no grants of stock options during the years ended December 31, 2023, 2022, and 2021. The following tables summarize stock option activity: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (In Thousands) Year Ended December 31, 2023: Outstanding at beginning of year 280,000 $ 19.43 3.0 $ 14,088 Exercised ( 112,200 ) 11.84 0.7 6,148 Forfeited ( 2,000 ) 34.64 5.1 64 Outstanding at end of year 165,800 24.35 2.9 7,211 Exercisable at December 31, 2023: 143,300 $ 21.84 2.2 $ 6,419 Year Ended December 31, 2022: Outstanding at beginning of year 353,250 $ 19.28 3.8 $ 23,525 Exercised ( 70,500 ) 17.96 2.2 3,592 Forfeited ( 2,750 ) 37.94 5.4 85 Outstanding at end of year 280,000 19.43 3.0 14,088 Exercisable at December 31, 2022: 220,500 $ 14.37 2.0 $ 12,279 Year Ended December 31, 2021: Outstanding at beginning of year 641,450 $ 18.15 4.6 $ 16,985 Exercised ( 278,200 ) 12.58 2.8 20,131 Forfeited ( 10,000 ) 38.38 5.2 466 Outstanding at end of year 353,250 19.28 3.8 23,525 Exercisable at December 31, 2021: 264,000 $ 12.89 2.8 $ 19,353 Exercisable options at December 31, 2023 were as follows: Range of Exercise Price Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (In Thousands) $ 6.00 - 7.00 7,500 6.92 0.1 448 15.00 - 16.00 42,800 15.52 1.1 2,188 17.00 - 18.00 21,500 17.17 1.3 1,063 18.00 - 19.00 6,000 18.49 1.7 289 19.00 - 20.00 24,000 19.16 2.1 1,139 25.00 - 26.00 4,000 25.41 2.7 165 33.00 - 34.00 2,000 33.48 5.0 66 35.00 - 36.00 25,000 35.65 4.8 775 38.00 - 39.00 8,000 38.29 3.1 227 41.00 - 42.00 1,000 41.21 4.1 25 43.00 - 44.00 1,500 43.80 4.5 34 143,300 $ 21.84 2.2 $ 6,419 As of December 31, 2023, there was $ 52,000 of total unrecognized compensation cost related to non-vested stock options. As of December 31, 2023, non-vested stock options had a weighted average remaining time to vest of 8 months. 93 Restricted Stock and Performance Shares The Company periodically grants restricted stock awards that vest upon service conditions. Dividend payments are made during the vesting period. The value of restricted stock is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period. As of December 31, 2023, there was $ 5.1 million of total unrecognized compensation cost related to non-vested restricted stock. As of December 31, 2023, non-vested restricted stock had a weighted average remaining time to vest of 2.1 years. The Company periodically grants PSUs that give plan participants the opportunity to earn between 0 % and 150 % of the number of PSUs granted based on achieving certain performance metrics. The number of stock units earned upon vesting of PSUs is determined by reference to the Company’s total stockholder return relative to a peer group of other publicly traded banks and bank holding companies during the performance period. The performance period is generally three years starting on the grant date. The fair value of PSUs is determined using a Monte Carlo simulation model on the grant date. As of December 31, 2023, there was $ 744,000 of total unrecognized compensation cost related to non-vested PSUs. As of December 31, 2023, non-vested performance stock had a weighted average remaining time to vest of 1.0 year. The following table summarizes restricted stock and PSU activity: Restricted Stock PSU Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Year Ended December 31, 2023: Non-vested at beginning of year 141,580 $ 56.39 23,852 $ 54.16 Granted 64,880 58.45 8,092 70.29 Vested ( 35,163 ) 49.85 - - Forfeited ( 12,999 ) 63.78 - - Non-vested at end of year 158,298 58.08 31,944 58.25 Year Ended December 31, 2022: Non-vested at beginning of year 126,975 $ 42.74 12,437 $ 37.05 Granted 53,974 83.24 11,415 72.81 Vested ( 28,160 ) 43.27 - - Forfeited ( 11,209 ) 58.82 - - Non-vested at end of year 141,580 56.39 23,852 54.16 Year Ended December 31, 2021: Non-vested at beginning of year 84,307 $ 34.93 - $ - Granted 69,295 48.92 12,437 37.05 Vested ( 14,274 ) 29.33 - - Forfeited ( 12,353 ) 39.60 - - Non-vested at end of year 126,975 42.74 12,437 37.05 Retirement Plans The Company has a retirement savings 401 (k) and profit-sharing plan in which all employees 21 years of age and older may participate after completion of one year of service. The Company matches employees’ contributions based on a percentage of salary contributed by participants and may make additional discretionary profit-sharing contributions. The Company’s expense for the plan was $ 2.1 million, $ 1.8 million, and $ 1.6 million for 2023, 2022 and 2021, respectively. NOTE 14. REGULATORY MATTERS The Bank is subject to dividend restrictions set forth in the Alabama Banking Code and by the Alabama State Banking Department. Under such restrictions, the Bank may not, without the prior approval of the Alabama State Banking Department, declare dividends in excess of the sum of the current year’s earnings plus the retained earnings from the prior two years. Based on these restrictions, the Bank would be limited to paying $ 573.9 million in dividends as of December 31, 2023. 94 The Bank is subject to various regulatory capital requirements administered by the state and federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank and the financial statements. Under regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of common equity Tier 1 capital, total risk-based capital and Tier 1 capital to risk-weighted assets (as defined in the regulations), and Tier 1 capital to adjusted total assets (as defined). Management believes, as of December 31, 2023, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 2023, the most recent notification from the FDIC categorized ServisFirst Bank as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum CET1, total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. Management believes that it is well capitalized under the prompt corrective action provisions as of December 31, 2023. The Company’s and Bank’s actual capital amounts and ratios are presented in the following table: Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio As of December 31, 2023: CET I Capital to Risk Weighted Assets: Consolidated $ 1,473,885 10.91 % $ 607,690 4.50 % N/A N/A ServisFirst Bank 1,535,757 11.37 % 607,665 4.50 % $ 877,738 6.50 % Tier I Capital to Risk Weighted Assets: Consolidated 1,474,385 10.92 % 810,253 6.00 % N/A N/A ServisFirst Bank 1,536,257 11.38 % 810,220 6.00 % 1,080,293 8.00 % Total Capital to Risk Weighted Assets: Consolidated 1,681,028 12.45 % 1,080,338 8.00 % N/A N/A ServisFirst Bank 1,690,149 12.52 % 1,080,293 8.00 % 1,350,366 10.00 % Tier I Capital to Average Assets: Consolidated 1,474,385 9.12 % 646,710 4.00 % N/A N/A ServisFirst Bank 1,536,257 9.50 % 646,675 4.00 % 808,343 5.00 % As of December 31, 2022: CET I Capital to Risk Weighted Assets: Consolidated $ 1,326,035 9.55 % $ 624,986 4.50 % N/A N/A ServisFirst Bank 1,385,697 9.98 % 624,942 4.50 % $ 902,694 6.50 % Tier I Capital to Risk Weighted Assets: Consolidated 1,326,535 9.95 % 833,315 6.00 % N/A N/A ServisFirst Bank 1,386,197 9.98 % 833,256 6.00 % 1,111,008 8.00 % Total Capital to Risk Weighted Assets: Consolidated 1,532,134 11.03 % 1,111,086 8.00 % N/A N/A ServisFirst Bank 1,533,069 11.04 % 1,111,008 8.00 % 1,388,760 10.00 % Tier I Capital to Average Assets: Consolidated 1,326,535 9.29 % 570,960 4.00 % N/A N/A ServisFirst Bank 1,386,197 9.71 % 570,924 4.00 % 713,656 5.00 % 95 NOTE 15. OTHER OPERATING INCOME AND EXPENSES The major components of other operating income and expense included in noninterest income and noninterest expense are as follows: Years Ended December 31, 2023 2022 2021 (In Thousands) Other Operating Income ATM fee income $ ( 200 ) $ 618 $ 1,443 Mark to market interest rate cap derivative 48 6,960 1,013 Gain (loss) on sale of ORE ( 28 ) 501 ( 288 ) (Loss) gain on sale of fixed assets - ( 12 ) 433 Death benefit of bank owned life insurance contracts - 2,153 - Merchant services fees 2,214 1,765 1,231 Other 1,002 676 832 Total other operating income $ 3,037 $ 12,661 $ 4,664 Other Operating Expenses Other loan expenses $ 2,794 2,226 2,744 Customer and public relations 2,971 2,354 1,840 Sales and use tax 771 636 1,016 Write-down investment in tax credit partnerships 12,053 9,998 9,152 Telephone 597 568 453 Donations and contributions 651 749 544 Marketing 768 446 498 Supplies 705 612 504 Fraud and forgery losses 1,435 1,988 425 Directors fees 797 730 659 Postage 361 366 290 Other operational losses 449 2,777 144 Core processing deconverison expense 134 939 3,007 Privilege tax expense 4,300 1,869 950 Other 4,556 4,816 4,931 Total other operating expenses $ 33,342 $ 31,075 $ 27,157 NOTE 16. INCOME TAXES The components of income tax expense are as follows: Year Ended December 31, 2023 2022 2021 (In Thousands) Current tax expense: Federal $ 35,124 $ 56,318 $ 45,248 State 3,616 3,621 5,428 Total current tax expense 38,740 59,939 50,676 Deferred tax (benefit) expense: Federal ( 1,057 ) ( 4,110 ) ( 5,596 ) State 52 1,495 535 Total deferred tax (benefit) ( 1,005 ) ( 2,615 ) ( 5,061 ) Total income tax expense $ 37,735 $ 57,324 $ 45,615 The Company’s total income tax expense differs from the amounts computed by applying the Federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows: Year Ended December 31, 2023 Amount % of Pre-tax Earnings (In Thousands) Income tax at statutory federal rate $ 51,363 21.00 % Effect on rate of: State income tax, net of federal tax effect 3,339 1.37 % Tax-exempt income, net of expenses ( 92 ) ( 0.04 )% Bank-owned life insurance contracts ( 1,591 ) ( 0.65 )% Excess tax benefit from stock compensation ( 1,242 ) ( 0.51 )% Federal tax credits, net of related amortization ( 16,002 ) ( 6.54 )% Other 1,960 0.80 % Effective income tax and rate $ 37,735 15.43 % 96 Year Ended December 31, 2022 Amount % of Pre-tax Earnings (In Thousands) Income tax at statutory federal rate $ 64,796 21.00 % Effect on rate of: State income tax, net of federal tax effect 7,247 2.35 % Tax-exempt income, net of expenses ( 188 ) ( 0.06 )% Bank-owned life insurance contracts ( 1,812 ) ( 0.59 )% Excess tax benefit from stock compensation ( 1,091 ) ( 0.35 )% Federal tax credits, net of related amortization ( 11,131 ) ( 3.61 )% Other ( 497 ) ( 0.16 )% Effective income tax and rate $ 57,324 18.58 % Year Ended December 31, 2021 Amount % of Pre-tax Earnings (In Thousands) Income tax at statutory federal rate $ 53,203 21.00 % Effect on rate of: State income tax, net of federal tax effect 4,952 1.95 % Tax-exempt income, net of expenses ( 242 ) ( 0.10 )% Bank-owned life insurance contracts ( 1,395 ) ( 0.55 )% Excess tax benefit from stock compensation ( 2,335 ) ( 0.92 )% Federal tax credits ( 11,019 ) ( 4.35 )% Other 2,451 0.97 % Effective income tax and rate $ 45,615 18.00 % The components of net deferred tax asset are as follows: December 31, 2023 2022 (In Thousands) Deferred tax assets: Allowance for credit losses $ 38,483 $ 36,720 Other real estate owned 253 316 Nonqualified equity awards 1,354 1,229 Nonaccrual interest 327 289 State tax credits carryforward 2,011 1,795 Deferred loan fees 3,806 4,720 Reserve for unfunded commitments 144 144 Accrued bonus 3,052 4,540 Capital loss carryforward 1,648 1,889 Lease liability 6,886 4,923 Deferred revenue 8 20 Net unrealized loss on securities available for sale 18,129 16,339 Other deferred tax assets 2,323 60 Total deferred tax assets 78,424 72,984 Deferred tax liabilities: Depreciation 4,289 4,431 Prepaid expenses 735 975 Investments 1,484 1,054 Right-of-use assets and other leasing transactions 6,639 4,723 Other deferred tax liabilities 2,359 1,353 Total deferred tax liabilities 15,506 12,536 Net deferred tax assets $ 62,918 $ 60,448 97 The Company believes its net deferred tax asset is recoverable as of December 31, 2023 and 2022 based on the expectation of future taxable income and other relevant considerations. Pursuant to ASC 740 - 10 - 30 - 2 Income Taxes , deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company and its subsidiaries file a consolidated U.S. Federal income tax return and various consolidated and separate company state income tax returns. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2020 through 2023. The Company is also currently open to audit by several state departments of revenue for the years ended December 31, 2020 through 2023. The audit periods differ depending on the date the Company began business activities in each state. Accrued interest and penalties on unrecognized income tax benefits totaled $ 450,000 and $ 0 as of December 31, 2023 and 2022, respectively. Interest and penalties related to unrecognized income tax benefits are recorded in the provision for income taxes. The Company has $ 1,653,000 of unrecognized tax benefits (net of the federal benefit on state income tax issues) recorded as of December 31, 2023. Unrecognized income tax benefits as of December 31, 2023, and December 31, 2022, that, if recognized, would impact the effective income tax rate totaled $ 1,653,000 and $ 0 (net of the federal benefit on state income tax issues), respectively. The following table presents a summary of the changes during 2023, 2022 and 2021 in the amount of unrecognized tax benefits that are included in the consolidated balance sheets. 2023 2022 2021 (In Thousands) Balance, beginning of year $ - $ 3,659 $ 3,238 Increases related to prior year tax positions 1,285 - 864 Decreases related to prior year tax positions - ( 2,860 ) - Increases related to current year tax positions 807 - - Settlements - - - Lapse of statute - ( 799 ) ( 443 ) Balance, end of year $ 2,092 $ - $ 3,659 NOTE 17. COMMITMENTS AND CONTINGENCIES Loan Commitments The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, credit card arrangements, and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. A summary of the Company’s approximate commitments and contingent liabilities is as follows: 2023 2022 2021 (In Thousands) Commitments to extend credit $ 3,410,283 $ 4,230,485 $ 3,515,818 Credit card arrangements 381,524 368,749 366,525 Standby letters of credit and financial guarantees 86,065 67,285 61,856 Total $ 3,877,872 $ 4,666,519 $ 3,944,199 Commitments to extend credit, credit card arrangements, commercial letters of credit and standby letters of credit all include exposure to some credit loss in the event of nonperformance of the customer. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments. Because these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they do not generally present any significant liquidity risk to the Company. 98 NOTE 18. CONCENTRATIONS OF CREDIT The Company originates primarily commercial, residential, and consumer loans to customers in the Company’s market area. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy in the market area. The Company’s loan portfolio is concentrated primarily in loans secured by real estate, principally secured by real estate in the Company’s primary market areas. In addition, a substantial portion of the other real estate owned is located in that same market. Accordingly, the ultimate collectability of the loan portfolio and the recovery of the carrying amount of other real estate owned are susceptible to changes in market conditions in the Company’s primary market area. NOTE 19. EARNINGS PER COMMON SHARE Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable pursuant to the exercise of stock options and vesting of performance shares. The difference in earnings per share under the two -class method was not significant at December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 (Dollar Amounts In Thousands Except Per Share Amounts) Earnings Per Share Weighted average common shares outstanding 54,411,171 54,300,366 54,160,990 Net income available to common stockholders $ 206,791 $ 251,442 $ 207,672 Basic earnings per common share $ 3.80 $ 4.63 $ 3.83 Weighted average common shares outstanding 54,411,171 54,300,366 54,160,990 Dilutive effects of assumed exercise of stock options and vesting of performance shares 124,144 234,408 273,583 Weighted average common and dilutive potential common shares outstanding 54,535,315 54,534,774 54,434,573 Net income available to common stockholders $ 206,791 $ 251,442 $ 207,672 Diluted earnings per common share $ 3.79 $ 4.61 $ 3.82 NOTE 20. RELATED PARTY TRANSACTIONS As more fully described in Note 3 “ Loans ”, the Company had outstanding loan balances, as made in the ordinary course of business, to related parties as of December 31, 2023 and 2022 in the amount of $ 39.8 million and $ 52.6 million, respectively. Deposits of related parties are also accepted in the ordinary course of business. The aggregate balances of related party deposits are insignificant as of December 31, 2023 and 2022, respectively. NOTE 21. FAIR VALUE MEASUREMENT Measurement of fair value under U.S. GAAP establishes a hierarchy that prioritizes observable and unobservable inputs used to measure fair value, as of the measurement date, into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. 99 In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value. Debt Securities . Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on pricing services provided by independent vendors. Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio. As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, the Company investigates further to determine if the price is valid. If needed, other market participants may be utilized to determine the correct fair value. The Company has also reviewed and confirmed its determinations in discussions with the pricing service regarding their methods of price discovery. Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In cases where Level 1 or Level 2 inputs are not available, as in the case of certain corporate securities, these securities are classified in Level 3 of the hierarchy. Derivative instruments . The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate curves, adjusted for counterparty credit risk. These measurements are classified as level 2 within the valuation hierarchy. Loans Individually Evaluated. Loans individually evaluated are measured and reported at fair value when full payment under the loan terms is not probable. Loans individually evaluated are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value does not incorporate the exit-price concept of fair value described in ASC 820 - 10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on appraisals performed by certified and licensed appraisers using inputs such as absorption rates, capitalization rates and market comparables, adjusted for estimated costs to sell. Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition. Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets. These measurements are classified as Level 3 within the valuation hierarchy. Loans individually evaluated are subject to nonrecurring fair value adjustment upon initial recognition or subsequent individual evaluation. A portion of the allowance for credit losses is allocated to loans individually evaluated if the value of such loans is deemed to be less than the unpaid balance. The range of fair value adjustments and weighted average adjustments as of December 31, 2023 was 0 % to 66 % and 25 %, respectively. The range of fair value adjustments and weighted average adjustment as of December 31, 2022 was 0 % to 82 % and 19.5 %, respectively. Loans individually evaluated are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above. The amount recognized to write-down individually evaluated loans that are measured at fair value on a nonrecurring basis was $ 16.6 million and $ 4.2 million during the years ended December 31, 2023 and 2022, respectively. Other Real Estate Owned and Repossessed Assets . Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for credit losses subsequent to foreclosure. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. Appraisals are performed by certified and licensed appraisers. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the new cost basis. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in absorption rates and market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition, which could result in adjustment to lower the property value estimates indicated in the appraisals. The range of fair value adjustments and weighted average adjustment as of December 31, 2023 was 25 % to 100 % and 38.3 %, respectively. The range of fair value adjustments and weighted average adjustment as of December 31, 2022 was 0 % to 100 % and 53.3 % respectively. These measurements are classified as Level 3 within the valuation hierarchy. Net losses on the sale and write-downs of OREO of $ 7,000 and $ 153,000 was recognized during the years ended December 31, 2023 and 2022, respectively. These charges were for write-downs in the value of OREO subsequent to foreclosure and losses on the disposal of OREO. OREO is classified within Level 3 of the hierarchy. 100 There were three residential real estate loan foreclosures for $ 360,000 classified as OREO as of December 31, 2023, compared to two residential real estate loan foreclosures for $ 248,000 as of December 31, 2022. There were three residential real estate loans $ 292,000 that were in the process of being foreclosed as of December 31, 2023. There were no residential real estate loan that was in the process of being foreclosed as of December 31, 2022. The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of December 31, 2023 and 2022. There were no liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022. Fair Value Measurements at December 31, 2023 Using Quoted Prices in Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Assets (Level 1) (Level 2) Inputs (Level 3) Total (In Thousands) Assets Measured on a Recurring Basis: Available-for-sale debt securities: U.S. Treasury securities $ 340,807 $ - $ - $ 340,807 Mortgage-backed securities - 215,485 - 215,485 State and municipal securities - 10,223 - 10,223 Corporate debt - 326,808 6,860 333,668 Total available-for-sale debt securities 340,807 552,516 6,860 900,183 Total assets at fair value $ 340,807 $ 552,516 $ 6,860 $ 900,183 Fair Value Measurements at December 31, 2022 Using Quoted Prices in Active Markets Significant Other Significant for Identical Observable Inputs Unobservable Assets (Level 1) (Level 2) Inputs (Level 3) Total (In Thousands) Assets Measured on a Recurring Basis: Available-for-sale debt securities: U.S. Treasury securities $ 2,969 $ - $ - $ 2,969 Government agency securities - 9 - 9 Mortgage-backed securities - 249,703 - 249,703 State and municipal securities - 13,609 - 13,609 Corporate debt - 367,665 10,860 378,525 Total available-for-sale debt securities 2,969 630,986 10,860 644,815 Interest rate cap derivative - 4,201 - 4,201 Total assets at fair value $ 2,969 $ 635,187 $ 10,860 $ 649,016 The carrying amount and estimated fair value of the Company’s financial instruments measured on a nonrecurring basis were as follows: Fair Value Measurements at December 31, 2023 Using Quoted Prices in Active Markets Significant Other Significant for Identical Observable Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total (In Thousands) Assets Measured on a Nonrecurring Basis: Loans individually evaluated $ - $ - $ 70,735 $ 70,735 Other real estate owned and repossessed assets - - 995 995 Total assets at fair value $ - $ - $ 71,730 $ 71,730 Fair Value Measurements at December 31, 2022 Using Quoted Prices in Active Markets Significant Other Significant for Identical Observable Unobservable Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total (In Thousands) Assets Measured on a Nonrecurring Basis: Loans individually evaluated $ - $ - $ 73,017 $ 73,017 Other real estate owned and repossessed assets - - 248 248 Total assets at fair value $ - $ - $ 73,265 $ 73,265 101 There were no liabilities measured at fair value on a non-recurring basis as of December 31, 2023 and 2022. In the case of the debt securities portfolio, the Company monitors the portfolio to ascertain when transfers between levels have been affected. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the year ended December 31, 2023, there was one transfer from Level 3 to Level 2. The table below includes a rollforward of the balance sheet amounts for the years ended December 31, 2023 and 2022 (including the change in fair value) for financial instruments classified by the Company within Level 3 of the valuation hierarchy measured at fair value on a recurring basis including changes in fair value due in part to observable factors that are part of the valuation methodology: For the year ended December 31, 2023 2022 Available-for-sale Securities Available-for-sale Securities (In Thousands) Fair value, beginning of period $ 10,860 $ 16,992 Transfers into Level 3 - 4,860 Total realized gains included in income - - Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at period-end 160 ( 805 ) Purchases - - Transfers out of Level 3 ( 4,160 ) ( 10,187 ) Fair value, end of period $ 6,860 $ 10,860 The fair value of a financial instrument is the current amount that would be exchanged in a sale between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Current U.S. GAAP excludes certain financial instruments and all nonfinancial instruments from its fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. December 31, 2023 2022 Carrying Amount Fair Value Carrying Amount Fair Value (In Thousands) Financial Assets: Level 1 Inputs: Cash and cash equivalents $ 2,030,513 $ 2,030,513 $ 814,538 $ 814,538 Held-to-maturity U.S. Treasury securities 508,985 484,267 507,151 470,954 Level 2 Inputs: Federal funds sold 100,575 100,575 1,515 1,515 Held-to-maturity debt securities 473,429 422,674 526,720 464,749 Mortgage loans held for sale 5,071 5,071 1,607 1,604 Restricted equity securities 10,226 10,226 7,734 7,734 Level 3 Inputs: Held-to-maturity debt securities 250 250 250 250 Loans, net 11,505,512 11,032,819 11,541,671 11,265,517 Financial Liabilities: Level 2 Inputs: Deposits $ 13,273,511 $ 13,266,640 $ 11,546,805 $ 11,529,647 Federal funds purchased 1,256,724 1,256,724 1,618,798 1,618,798 Other borrowings 64,735 58,083 64,726 57,101 102 NOTE 22. PARENT COMPANY FINANCIAL INFORMATION The following information presents the condensed balance sheet of the Company as of December 31, 2023 and 2022 and the condensed statements of income and cash flows for the years ended December 31, 2023, 2022 and 2021. CONDENSED BALANCE SHEETS (In Thousands) December 31, 2023 December 31, 2022 ASSETS Cash and due from banks $ 20,014 $ 19,292 Investment in subsidiary 1,501,777 1,357,058 Other assets 557 983 Total assets $ 1,522,348 $ 1,377,333 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Other borrowings $ 64,735 $ 64,726 Other liabilities 17,708 15,211 Total liabilities 82,443 79,937 Stockholders' equity: Preferred stock, par value $ 0.001 per share; 1,000,000 authorized and undesignated at December 31, 2023 and December 31, 2022 - - Common stock, par value $ 0.001 per share; 200,000,000 shares authorized: 54,461,580 shares issued and outstanding at December 31, 2023; and 54,326,527 shares issued and outstanding at December 31, 2022 54 54 Additional paid-in capital 232,605 229,693 Retained earnings 1,254,841 1,109,902 Accumulated other comprehensive loss ( 47,595 ) ( 42,253 ) Total stockholders' equity 1,439,905 1,297,396 Total liabilities and stockholders' equity $ 1,522,348 $ 1,377,333 CONDENSED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, and 2021. (In Thousands) 2023 2022 2021 Income: Dividends received from subsidiary $ 62,500 $ 57,500 $ 46,000 Other income 44 - - Total income 62,544 57,500 46,000 Expense: Other expenses 2,829 2,822 2,715 Total expenses 2,829 2,822 2,715 Equity in undistributed earnings of subsidiary 147,076 196,221 164,387 Net income 206,791 251,442 207,672 Net income available to common stockholders $ 206,791 $ 251,442 $ 207,672 103 STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, and 2021. (In Thousands) 2023 2022 2021 Operating activities Net income $ 206,791 $ 251,442 $ 207,672 Adjustments to reconcile net income to net cash provided by operating activities: Other 2,227 ( 290 ) ( 93 ) Equity in undistributed earnings of subsidiary ( 147,076 ) ( 197,221 ) ( 164,387 ) Net cash (used in) provided by operating activities 61,945 53,931 43,192 Investing activities Other ( 300 ) 750 ( 120 ) Net cash used in investing activities ( 300 ) 750 ( 120 ) Financing activities Dividends paid on common stock ( 60,923 ) ( 49,942 ) ( 43,204 ) Net cash used in financing activities ( 60,923 ) ( 49,942 ) ( 43,204 ) Net change in cash and cash equivalents 722 4,739 ( 132 ) Cash and cash equivalents at beginning of year 19,292 14,553 14,685 Cash and cash equivalents at end of year $ 20,014 $ 19,292 $ 14,553 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There were no disagreements with accountants regarding accounting and financial disclosure matters during the year ended December 31, 2023.