SIMMONS FIRST NATIONAL CORP 10-Q

Item 1. Financial Statements (Unaudited) Simmons First National Corporation Consolidated Balance Sheets September 30, 2024 and December 31, 2023 September 30, December 31, (In thousands, except share data) 2024 2023 (Unaudited) ASSETS Cash and noninterest bearing balances due from banks $ 398,321 $ 345,258 Interest bearing balances due from banks and federal funds sold 205,081 268,834 Cash and cash equivalents 603,402 614,092 Interest bearing balances due from banks - time 100 100 Investment securities: Held-to-maturity, net of allowance for credit losses of $ 3,214 at September 30, 2024 and December 31, 2023 3,658,700 3,726,288 Available-for-sale, (amortized cost of $ 2,976,811 and $ 3,509,709 at September 30, 2024 and December 31, 2023, respectively) 2,691,094 3,152,153 Total investments 6,349,794 6,878,441 Mortgage loans held for sale 8,270 9,373 Loans 17,336,040 16,845,670 Allowance for credit losses on loans ( 233,223 ) ( 225,231 ) Net loans 17,102,817 16,620,439 Premises and equipment 584,366 570,678 Foreclosed assets and other real estate owned 1,299 4,073 Interest receivable 125,700 122,430 Bank owned life insurance 508,781 500,559 Goodwill 1,320,799 1,320,799 Other intangible assets 101,093 112,645 Other assets 562,983 592,045 Total assets $ 27,269,404 $ 27,345,674 LIABILITIES AND STOCKHOLDERS’ EQUITY Deposits: Noninterest bearing transaction accounts $ 4,521,715 $ 4,800,880 Interest bearing transaction accounts and savings deposits 10,863,945 10,997,425 Time deposits 6,549,774 6,446,673 Total deposits 21,935,434 22,244,978 Federal funds purchased and securities sold under agreements to repurchase 51,071 67,969 Other borrowings 1,045,878 972,366 Subordinated notes and debentures 366,255 366,141 Accrued interest and other liabilities 341,933 267,732 Total liabilities 23,740,571 23,919,186 Stockholders’ equity: Common stock, Class A, $ 0.01 par value; 350,000,000 shares authorized at September 30, 2024 and December 31, 2023; 125,554,598 and 125,184,119 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 1,256 1,252 Surplus 2,508,438 2,499,930 Undivided profits 1,355,000 1,329,681 Accumulated other comprehensive loss ( 335,861 ) ( 404,375 ) Total stockholders’ equity 3,528,833 3,426,488 Total liabilities and stockholders’ equity $ 27,269,404 $ 27,345,674 See Condensed Notes to Consolidated Financial Statements. 3 Simmons First National Corporation Consolidated Statements of Income Three and Nine Months Ended September 30, 2024 and 2023 Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2024 2023 2024 2023 (Unaudited) (Unaudited) INTEREST INCOME Loans, including fees $ 277,939 $ 255,901 $ 810,366 $ 727,691 Interest bearing balances due from banks and federal funds sold 2,921 3,569 8,895 10,375 Investment securities 53,220 50,638 166,271 148,163 Mortgage loans held for sale 209 178 551 414 TOTAL INTEREST INCOME 334,289 310,286 986,083 886,643 INTEREST EXPENSE Deposits 152,244 133,157 457,210 329,049 Federal funds purchased and securities sold under agreements to repurchase 138 277 483 918 Other borrowings 17,067 16,450 43,741 43,910 Subordinated notes and debentures 7,128 6,969 21,126 18,268 TOTAL INTEREST EXPENSE 176,577 156,853 522,560 392,145 NET INTEREST INCOME 157,712 153,433 463,523 494,498 Provision for credit losses 12,148 7,722 33,453 31,999 NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 145,564 145,711 430,070 462,499 NONINTEREST INCOME Service charges on deposit accounts 12,713 12,429 36,920 37,748 Debit and credit card fees 8,144 7,712 24,552 23,650 Wealth management fees 8,226 7,719 23,978 22,524 Mortgage lending income 1,956 2,157 6,249 6,130 Bank owned life insurance income 3,757 3,095 11,447 8,623 Other service charges and fees 2,381 2,232 6,932 6,776 Loss on sale of securities, net ( 28,393 ) — ( 28,393 ) ( 391 ) Other income 8,346 7,433 21,928 28,532 TOTAL NONINTEREST INCOME 17,130 42,777 103,613 133,592 NONINTEREST EXPENSE Salaries and employee benefits 69,167 67,374 212,536 219,135 Occupancy expense, net 12,216 12,020 36,338 35,008 Furniture and equipment expense 5,612 5,117 16,376 15,296 Other real estate and foreclosure expense 87 228 383 703 Deposit insurance 5,571 4,672 18,388 14,766 Merger related costs — 5 — 1,420 Other operating expenses 44,540 42,582 132,405 128,594 TOTAL NONINTEREST EXPENSE 137,193 131,998 416,426 414,922 INCOME BEFORE INCOME TAXES 25,501 56,490 117,257 181,169 Provision for income taxes 761 9,243 12,883 30,019 NET INCOME $ 24,740 $ 47,247 $ 104,374 $ 151,150 BASIC EARNINGS PER SHARE $ 0.20 $ 0.38 $ 0.83 $ 1.19 DILUTED EARNINGS PER SHARE $ 0.20 $ 0.37 $ 0.83 $ 1.19 See Condensed Notes to Consolidated Financial Statements. 4 Simmons First National Corporation Consolidated Statements of Comprehensive Income (Loss) Three and Nine Months Ended September 30, 2024 and 2023 Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 (Unaudited) (Unaudited) NET INCOME $ 24,740 $ 47,247 $ 104,374 $ 151,150 OTHER COMPREHENSIVE INCOME (LOSS) Unrealized holding gains (losses) arising during the period on available-for-sale securities 97,187 ( 131,603 ) 71,400 ( 96,104 ) Less: Reclassification adjustment for realized losses included in net income ( 28,393 ) — ( 28,393 ) ( 391 ) Less: Realized gains (losses) on available-for-sale securities interest rate hedges 37,558 ( 24,657 ) 24,975 ( 39,618 ) Less: Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity ( 6,231 ) ( 6,233 ) ( 17,938 ) ( 19,786 ) Other comprehensive income (loss), before tax effect 94,253 ( 100,713 ) 92,756 ( 36,309 ) Less: Tax effect of other comprehensive income (loss) 24,633 ( 26,321 ) 24,242 ( 9,489 ) TOTAL OTHER COMPREHENSIVE INCOME (LOSS) 69,620 ( 74,392 ) 68,514 ( 26,820 ) COMPREHENSIVE INCOME (LOSS) $ 94,360 $ ( 27,145 ) $ 172,888 $ 124,330 See Condensed Notes to Consolidated Financial Statements. 5 Simmons First National Corporation Consolidated Statements of Cash Flows Nine Months Ended September 30, 2024 and 2023 (In thousands) September 30, 2024 September 30, 2023 (Unaudited) (Unaudited) OPERATING ACTIVITIES Net income $ 104,374 $ 151,150 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 34,863 35,933 Provision for credit losses 33,453 31,999 Loss on sale of investments 28,393 391 Net amortization of investment securities and assets 13,104 10,647 Net amortization on borrowings 114 114 Stock-based compensation expense 8,867 9,617 Loss (gain) on sale of foreclosed assets and other real estate owned ( 911 ) ( 193 ) Gain on sale of mortgage loans held for sale ( 6,705 ) ( 5,711 ) Loss on sale of loans 234 — Deferred income taxes ( 3,254 ) 4,202 Income from bank owned life insurance ( 11,798 ) ( 9,811 ) Originations of mortgage loans held for sale ( 73,582 ) ( 207,822 ) Proceeds from sale of mortgage loans held for sale 81,390 205,329 Changes in assets and liabilities: Interest receivable ( 3,270 ) ( 7,469 ) Other assets 65,650 ( 99,325 ) Accrued interest and other liabilities 74,820 5,115 Income taxes payable ( 2,683 ) ( 3,730 ) Net cash provided by operating activities 343,059 120,436 INVESTING ACTIVITIES Net change in loans ( 519,391 ) ( 709,735 ) Proceeds from sale of loans 6,099 69,760 Net change in due from banks - time — 695 Purchases of premises and equipment, net ( 34,935 ) ( 26,556 ) Proceeds from sale of foreclosed assets and other real estate owned 5,100 1,867 Proceeds from sale of available-for-sale securities 251,517 — Proceeds from maturities of available-for-sale securities 205,164 494,388 Purchases of available-for-sale securities — ( 2,286 ) Proceeds from maturities of held-to-maturity securities 62,460 65,786 Purchases of held-to-maturity securities ( 1,000 ) ( 62,885 ) Surrender of bank owned life insurance 2,201 — Proceeds from bank owned life insurance death benefits 1,376 3,686 Net cash used in investing activities ( 21,409 ) ( 165,280 ) FINANCING ACTIVITIES Net change in deposits ( 309,544 ) ( 316,514 ) Proceeds from issuance of other borrowed funds 2,650,000 3,125,000 Repayments of other borrowed funds ( 2,576,488 ) ( 2,636,441 ) Dividends paid on common stock ( 79,055 ) ( 75,926 ) Net change in federal funds purchased and securities sold under agreements to repurchase ( 16,898 ) ( 85,921 ) Net shares cancelled under stock compensation plans ( 1,325 ) ( 2,662 ) Shares issued under employee stock purchase plan 970 833 Repurchases of common stock — ( 39,999 ) Net cash (used in) provided by financing activities ( 332,340 ) ( 31,630 ) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 10,690 ) ( 76,474 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 614,092 682,122 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 603,402 $ 605,648 See Condensed Notes to Consolidated Financial Statements. 6 Simmons First National Corporation Consolidated Statements of Stockholders’ Equity Three Months Ended September 30, 2024 and 2023 (In thousands, except share data) Common Stock Surplus Accumulated Other Comprehensive Income (Loss) Undivided Profits Total Three Months Ended September 30, 2024 Balance, June 30, 2024 (Unaudited) $ 1,255 $ 2,506,469 $ ( 405,481 ) $ 1,356,626 $ 3,458,869 Comprehensive income — — 69,620 24,740 94,360 Stock-based compensation plans, net – 67,078 shares 1 1,969 — — 1,970 Dividends on common stock – $ 0.21 per share — — — ( 26,366 ) ( 26,366 ) Balance, September 30, 2024 (Unaudited) $ 1,256 $ 2,508,438 $ ( 335,861 ) $ 1,355,000 $ 3,528,833 Three Months Ended September 30, 2023 Balance, June 30, 2023 (Unaudited) $ 1,262 $ 2,516,398 $ ( 469,988 ) $ 1,308,654 $ 3,356,326 Comprehensive (loss) income — — ( 74,392 ) 47,247 ( 27,145 ) Stock-based compensation plans, net – 37,536 shares 1 1,441 — — 1,442 Stock repurchases – 1,128,962 shares ( 12 ) ( 19,965 ) — — ( 19,977 ) Dividends on common stock – $ 0.20 per share — — — ( 25,091 ) ( 25,091 ) Balance, September 30, 2023 (Unaudited) $ 1,251 $ 2,497,874 $ ( 544,380 ) $ 1,330,810 $ 3,285,555 See Condensed Notes to Consolidated Financial Statements. 7 Simmons First National Corporation Consolidated Statements of Stockholders’ Equity Nine Months Ended September 30, 2024 and 2023 (In thousands, except share data) Common Stock Surplus Accumulated Other Comprehensive Income (Loss) Undivided Profits Total Nine Months Ended September 30, 2024 Balance, December 31, 2023 $ 1,252 $ 2,499,930 $ ( 404,375 ) $ 1,329,681 $ 3,426,488 Comprehensive income — — 68,514 104,374 172,888 Stock issued for employee stock purchase plan – 53,161 shares — 970 — — 970 Stock-based compensation plans, net – 317,318 shares 4 7,538 — — 7,542 Dividends on common stock – $ 0.63 per share — — — ( 79,055 ) ( 79,055 ) Balance, September 30, 2024 (Unaudited) $ 1,256 $ 2,508,438 $ ( 335,861 ) $ 1,355,000 $ 3,528,833 Nine Months Ended September 30, 2023 Balance, December 31, 2022 $ 1,270 $ 2,530,066 $ ( 517,560 ) $ 1,255,586 $ 3,269,362 Comprehensive (loss) income — — ( 26,820 ) 151,150 124,330 Stock issued for employee stock purchase plan – 42,510 shares — 833 — — 833 Stock-based compensation plans, net – 301,166 shares 4 6,951 — — 6,955 Stock repurchases - 2,257,049 shares ( 23 ) ( 39,976 ) — — ( 39,999 ) Dividends on common stock – $ 0.60 per share — — — ( 75,926 ) ( 75,926 ) Balance, September 30, 2023 (Unaudited) $ 1,251 $ 2,497,874 $ ( 544,380 ) $ 1,330,810 $ 3,285,555 See Condensed Notes to Consolidated Financial Statements. 8 SIMMONS FIRST NATIONAL CORPORATION CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS Description of Business and Organizational Structure Simmons First National Corporation (“Company”) is a Mid-South financial holding company headquartered in Pine Bluff, Arkansas, and the parent company of Simmons Bank, an Arkansas state-chartered bank that has been in operation since 1903 (“Simmons Bank” or the “Bank”). Simmons First Insurance Services, Inc. and Simmons First Insurance Services of TN, LLC are wholly-owned subsidiaries of Simmons Bank and are insurance agencies that offer various lines of personal and corporate insurance coverage to individual and commercial customers. The Company, through its subsidiaries, offers, among other things, consumer, real estate and commercial loans; checking, savings and time deposits; and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 234 financial centers as of September 30, 2024, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosures for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, 2023, was derived from audited financial statements. In the opinion of management, these financial statements reflect all adjustments that are necessary for a fair presentation of interim results of operations, including normal recurring accruals. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. The preparation of financial statements, in accordance with accounting principles generally accepted in the United States (“US GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income items and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements and actual results may differ from these estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, the valuation of acquired loans, valuation of goodwill and subsequent impairment analysis, stock-based compensation plans and income taxes. Management obtains third party valuations to assist in valuing certain aspects of these material estimates, as appropriate, including independent appraisals for significant properties in connection with the determination of the allowance for credit losses and the fair value of acquired loans. Assumptions used in the goodwill impairment analysis involve internally projected forecasts, coupled with market and third-party data. These material estimates could change as a result of the uncertainty in current macroeconomic conditions and other factors that are beyond the Company’s control and could cause actual results to differ materially from those projected. The Company identified an error in its previously issued unaudited consolidated statements of cash flows. The cash flows associated with other borrowings were presented on a net basis, rather than on a gross basis. The Company corrected this error in the accompanying unaudited consolidated statements of cash flows for the nine months ended September 30, 2023. The correction had no impact to the total net cash used in financing activities in the period. The Company evaluated the materiality of this error utilizing Accounting Standards Codification (“ASC”) Topic 250 and SEC Staff Accounting Bulletin 99-M, both quantitatively and qualitatively, and concluded that this error is immaterial to the impacted prior period. 9 Recently Adopted Accounting Standards Investment-Income Taxes - In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-02, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”), that introduced the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense (benefit). ASU 2023-02 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2023, with early adoption permitted. The Company elected to early adopt ASU 2023-02 and apply the proportional amortization method for all income tax credits during the first quarter of 2023 by utilizing the modified retrospective method. The adoption of ASU 2023-02 did not have a material impact on the Company’s results of operations, financial position or disclosures. Credit Losses on Financial Instruments - In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminated the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC Topic 310-40 and amended the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination. The ASU also updated the requirements related to accounting for credit losses under ASC 326 and added enhanced disclosures for creditors with respect to loan refinancings and restructurings made to borrowers experiencing financial difficulty. ASU 2022-02 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis. The adoption of ASU 2022-02 did not have a material impact on the Company’s results of operations or financial position. See Note 4, Loans and Allowance for Credit Losses, for additional information. Fair Value Hedging - In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”), which clarified the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amended the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renamed that method the “portfolio layer” method and expanded the scope of the guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. The scope expansion is consistent with the FASB’s efforts to simplify hedge accounting and allowed entities to apply the same method to similar hedging strategies. ASU 2022-01 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of 2022-01 did not have a material impact on the Company’s results of operations, financial position or disclosures. Reference Rate Reform – In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided relief for companies preparing for discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”). LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021. Effective January 1, 2022, the ICE Benchmark Administration Limited, the administrator of the LIBOR, ceased the publication of one-week and two-month USD LIBOR and as of June 30, 2023, ceased the publications of the remaining tenors of USD LIBOR (one, three, six and 12-month). Other interest rates used globally could also be discontinued for similar reasons. ASU 2020-04 provided optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features. Optional expedients for hedge accounting permitted changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provided relief for assessing hedge effectiveness for cash flow hedges. Companies were able to apply ASU 2020-04 immediately; however, the guidance was only available for a limited time (generally through December 31, 2022). The Company formed a LIBOR Transition Team in 2020, has created standard LIBOR replacement language for new and modified loan notes, and is monitoring the remaining loans with LIBOR rates monthly to ensure progress in updating these loans with acceptable LIBOR replacement language or converting them to other interest rates. During 2021, the Company did not offer LIBOR-indexed rates on loans which it originated, although it did participate in some shared credit agreements originated by other banks subject to the Company’s determination that the LIBOR replacement language in the loan documents met the Company’s standards. 10 Pursuant to the Joint Regulatory Statement on LIBOR transition issued in October 2021, the Company’s policy, as of January 1, 2022, is not to enter into any new LIBOR-based credit agreements and not extend, renew, or modify prior LIBOR credit agreements without requiring conversion of the agreements to other interest rates. The adoption of ASU 2020-04 has not had a material impact on the Company’s financial position or results of operations. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which clarified that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the “discounting transition”). ASU 2021-01 also amended the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally could be applied through December 31, 2022. ASU 2021-01 did not have a material impact on the Company’s financial position or results of operations. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. Recently Issued Accounting Standards Stock Compensation - In March 2024, the FASB issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), in response to feedback received by the FASB requesting guidance on how entities should determine the appropriate guidance to apply when accounting for the issuance of profits interest units and similar types of awards. ASU 2024-01 adds an example with four fact patterns to ASC 718-10 to assist preparers of financial statements in determining whether profits interest and similar awards should be accounted for within the scope of the guidance. ASU 2024-01 only addresses the scope determination and does not amend the recognition, classification or measurement guidance. ASU 2024-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted for interim or annual financial statements that have not yet been issued or made available for issuance. Entities may choose to adopt 2024-01 on a prospective or retrospective basis. The adoption of ASU 2024-01 is not expected to have a material impact on the Company’s operations, financial position or disclosures. Income Taxes - In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), primarily focused on income tax disclosures regarding effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s operations, financial position or disclosures. Segment Reporting - In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments in this update introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply Topic 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions and require disclosure of the title and position of the chief operating decision maker. ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 is not expected to have a material impact on the Company’s operations, financial position or disclosures. There have been no other significant changes to the Company’s accounting policies disclosed in Note 1, Summary of Significant Accounting Policies, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on its present or future financial position or results of operations. 11 NOTE 2: ACQUISITIONS Spirit of Texas Bancshares, Inc. On April 8, 2022, the Company completed its merger with Spirit of Texas Bancshares, Inc. (“Spirit”) pursuant to the terms of the Agreement and Plan of Merger dated as of November 18, 2021 (“Spirit Agreement”), at which time Spirit merged with and into the Company, with the Company continuing as the surviving corporation. The Company issued 18,275,074 shares of its common stock valued at approximately $ 464.9 million as of April 8, 2022, plus $ 1,393,508.90 in cash, in exchange for all outstanding shares of Spirit capital stock (and common stock equivalents) to effect the merger. Prior to the acquisition, Spirit, headquartered in Conroe, Texas, conducted banking business through its subsidiary bank, Spirit of Texas Bank SSB, from 35 branches located primarily in the Texas Triangle - consisting of Dallas-Fort Worth, Houston, San Antonio and Austin metropolitan areas - with additional locations in the Bryan-College Station, Corpus Christi and Tyler metropolitan areas, along with offices in North Central and South Texas. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $ 3.11 billion in assets, including approximately $ 2.29 billion in loans (inclusive of loan discounts), and approximately $ 2.72 billion in deposits. Goodwill of $ 174.1 million was recorded as a result of the transaction. The merger strengthened the Company’s position in the Texas market and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes. A summary, at fair value, of the assets acquired and liabilities assumed in the Spirit acquisition, as of the acquisition date, is as follows: (In thousands) Acquired from Spirit Fair Value Adjustments Fair Value Assets Acquired Cash and due from banks $ 277,790 $ — $ 277,790 Investment securities 362,088 ( 13,401 ) 348,687 Loans acquired 2,314,085 ( 19,925 ) 2,294,160 Allowance for credit losses on loans ( 17,005 ) 7,382 ( 9,623 ) Premises and equipment 84,135 ( 19,074 ) 65,061 Bank owned life insurance 36,890 — 36,890 Goodwill 77,681 ( 77,681 ) — Core deposit and other intangible assets 6,245 32,386 38,631 Other assets 58,403 ( 3,411 ) 54,992 Total assets acquired $ 3,200,312 $ ( 93,724 ) $ 3,106,588 Liabilities Assumed Deposits: Noninterest bearing transaction accounts $ 825,228 $ ( 534 ) $ 824,694 Interest bearing transaction accounts and savings deposits 1,383,663 — 1,383,663 Time deposits 509,209 1,081 510,290 Total deposits 2,718,100 547 2,718,647 Other borrowings 37,547 503 38,050 Subordinated debentures 36,491 879 37,370 Accrued interest and other liabilities 23,667 ( 3,311 ) 20,356 Total liabilities assumed 2,815,805 ( 1,382 ) 2,814,423 Equity 384,507 ( 384,507 ) — Total equity assumed 384,507 ( 384,507 ) — Total liabilities and equity assumed $ 3,200,312 $ ( 385,889 ) $ 2,814,423 Net assets acquired 292,165 Purchase price 466,311 Goodwill $ 174,146 12 During 2023, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities related to the Spirit acquisition. The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Spirit subsequent to the acquisition date. The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisition above. Cash and due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value. Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. See Note 4, Loans and Allowance for Credit Losses, in the accompanying Notes to Consolidated Financial Statements for additional information related to purchased financial assets with credit deterioration. Premises and equipment – Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired. Bank owned life insurance – Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value. Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill. Goodwill established prior to the acquisitions, if applicable, was written off. Core deposit intangible – This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits. Any core deposit intangible established prior to the acquisitions, if applicable, was written off. Other assets – The fair value adjustment results from certain assets whose value was estimated to be more or less than book value, such as certain prepaid assets, receivables and other miscellaneous assets. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value. Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material. Other borrowings – The fair value of other borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities. Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities. Accrued interest and other liabilities – The fair value adjustment results from certain liabilities whose value was estimated to be more or less than book value, such as certain accounts payable and other miscellaneous liabilities. The adjustment also establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition. The carrying amount of accrued interest and the remainder of other liabilities was deemed to be a reasonable estimate of fair value. 13 NOTE 3: INVESTMENT SECURITIES Held-to-maturity (“HTM”) securities, which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date. Available-for-sale (“AFS”) securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income. Unrealized gains and losses are recorded, net of related income tax effects, in stockholders’ equity, further discussed below. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date. During the quarters ended June 30, 2022 and September 30, 2021, the Company transferred, at fair value, $ 1.99 billion and $ 500.8 million, respectively, of securities from the AFS portfolio to the HTM portfolio. As of September 30, 2024, the related remaining combined net unrealized losses of $ 112.7 million in accumulated other comprehensive income (loss) will be amortized over the remaining life of the securities. No gains or losses on these securities were recognized at the time of transfer. The amortized cost, fair value and allowance for credit losses of investment securities that are classified as HTM are as follows: (In thousands) Amortized Cost Allowance for Credit Losses Net Carrying Amount Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Held-to-maturity September 30, 2024 U.S. Government agencies $ 455,179 $ — $ 455,179 $ — $ ( 75,331 ) $ 379,848 Mortgage-backed securities 1,093,070 — 1,093,070 571 ( 88,660 ) 1,004,981 State and political subdivisions 1,857,510 ( 227 ) 1,857,283 176 ( 368,773 ) 1,488,686 Other securities 256,155 ( 2,987 ) 253,168 — ( 17,073 ) 236,095 Total HTM $ 3,661,914 $ ( 3,214 ) $ 3,658,700 $ 747 $ ( 549,837 ) $ 3,109,610 December 31, 2023 U.S. Government agencies $ 453,121 $ — $ 453,121 $ — $ ( 89,203 ) $ 363,918 Mortgage-backed securities 1,161,694 — 1,161,694 354 ( 107,834 ) 1,054,214 State and political subdivisions 1,858,680 ( 2,006 ) 1,856,674 284 ( 369,509 ) 1,487,449 Other securities 256,007 ( 1,208 ) 254,799 — ( 25,010 ) 229,789 Total HTM $ 3,729,502 $ ( 3,214 ) $ 3,726,288 $ 638 $ ( 591,556 ) $ 3,135,370 Mortgage-backed securities (“MBS”) are commercial MBS, secured by commercial properties, and residential MBS, generally secured by single-family residential properties. All mortgage-backed securities included in the table above were issued by U.S. government agencies or corporations. As of September 30, 2024, HTM MBS consisted of $ 137.2 million and $ 955.9 million of commercial MBS and residential MBS, respectively. As of December 31, 2023, HTM MBS consisted of $ 141.6 million and $ 1.02 billion of commercial MBS and residential MBS, respectively. 14 The amortized cost, fair value and allowance for credit losses of investment securities that are classified as AFS are as follows: (In thousands) Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized (Losses) Estimated Fair Value Available-for-sale September 30, 2024 U.S. Treasury $ 1,297 $ — $ — $ ( 7 ) $ 1,290 U.S. Government agencies 59,247 — 23 ( 873 ) 58,397 Mortgage-backed securities 1,634,391 — 18 ( 124,007 ) 1,510,402 State and political subdivisions 1,042,823 — 180 ( 144,825 ) 898,178 Other securities 239,053 — 159 ( 16,385 ) 222,827 Total AFS $ 2,976,811 $ — $ 380 $ ( 286,097 ) $ 2,691,094 December 31, 2023 U.S. Treasury $ 2,285 $ — $ — $ ( 31 ) $ 2,254 U.S. Government agencies 74,460 — 35 ( 1,993 ) 72,502 Mortgage-backed securities 2,138,652 — 8 ( 198,353 ) 1,940,307 State and political subdivisions 1,035,147 — 187 ( 132,541 ) 902,793 Other securities 259,165 — — ( 24,868 ) 234,297 Total AFS $ 3,509,709 $ — $ 230 $ ( 357,786 ) $ 3,152,153 As of September 30, 2024, AFS MBS consisted of $ 571.9 million and $ 938.5 million of commercial MBS and residential MBS, respectively. As of December 31, 2023, AFS MBS consisted of $ 710.1 million and $ 1.23 billion of commercial MBS and residential MBS, respectively. Accrued interest receivable on HTM and AFS securities at September 30, 2024 was $ 17.3 million and $ 24.6 million, respectively, and is included in interest receivable on the consolidated balance sheets. The Company has made the election to exclude all accrued interest receivable from securities from the estimate of credit losses. The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of September 30, 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position: Less Than 12 Months 12 Months or More Total (In thousands) Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Available-for-sale U.S. Treasury $ 1,290 $ ( 7 ) $ — $ — $ 1,290 $ ( 7 ) U.S. Government agencies 982 ( 1 ) 54,494 ( 872 ) 55,476 ( 873 ) Mortgage-backed securities 1,574 ( 110 ) 1,507,414 ( 123,897 ) 1,508,988 ( 124,007 ) State and political subdivisions 4,934 ( 17 ) 867,223 ( 144,808 ) 872,157 ( 144,825 ) Other securities 7,870 ( 59 ) 167,726 ( 16,326 ) 175,596 ( 16,385 ) Total AFS $ 16,650 $ ( 194 ) $ 2,596,857 $ ( 285,903 ) $ 2,613,507 $ ( 286,097 ) As of September 30, 2024, the Company’s investment portfolio included $ 2.69 billion of AFS securities, of which $ 2.61 billion, or 97.1 %, were in an unrealized loss position that were not deemed to have credit losses. A portion of the unrealized losses were related to the Company’s MBS, which are issued and guaranteed by U.S. government-sponsored entities and agencies, and the Company’s state and political subdivision securities, specifically investments in insured fixed rate municipal bonds for which the issuers continue to make timely principal and interest payments under the contractual terms of the securities. 15 Furthermore, the decline in fair value for each of the above AFS securities is attributable to the rates for those investments yielding less than current market rates. Management does not believe any of the securities are impaired due to reasons of credit quality. Management believes the declines in fair value for the securities are temporary. As of September 30, 2024, management does not have the immediate intent to sell the securities, and management believes the accounting standard of “more likely than not” has not been met regarding whether the Company would be required to sell any of the AFS securities before recovery of amortized cost. Allowance for Credit Losses All MBS held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, highly rated by major rating agencies and have a long history of no credit losses. Accordingly, no allowance for credit losses has been recorded for these securities. Regarding securities issued by state and political subdivisions and other HTM securities, the adequacy of the reserve for credit loss is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses on loans. The methodology considers, but is not limited to: (i) issuer bond ratings, (ii) issuer geography, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) probability-weighted multiple scenario forecasts, and (v) the issuers’ size. The following table details activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2024 on the Company’s HTM securities portfolio. (In thousands) State and Political Subdivisions Other Securities Total Three Months Ended September 30, 2024 Held-to-maturity Beginning balance, July 1, 2024 $ 191 $ 3,023 $ 3,214 Provision for credit loss expense — — — Net increase (decrease) in allowance on previously impaired securities 36 ( 36 ) — Ending balance, September 30, 2024 $ 227 $ 2,987 $ 3,214 Nine Months Ended September 30, 2024 Held-to-maturity Beginning balance, January 1, 2024 $ 2,006 $ 1,208 $ 3,214 Provision for credit loss expense — — — Net (decrease) increase in allowance on previously impaired securities ( 1,779 ) 1,779 — Ending balance, September 30, 2024 $ 227 $ 2,987 $ 3,214 Activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2023 on the Company’s HTM and AFS securities portfolio was as follows: (In thousands) State and Political Subdivisions Other Securities Total Three Months Ended September 30, 2023 Held-to-maturity Beginning balance, July 1, 2023 $ 934 $ 2,280 $ 3,214 Provision for credit loss expense — — — Net increase (decrease) in allowance on previously impaired securities 586 ( 586 ) — Ending balance, September 30, 2023 $ 1,520 $ 1,694 $ 3,214 Available-for-sale Beginning balance, July 1, 2023 $ — $ 2,396 $ 2,396 Provision for credit loss expense — — — Net decrease in allowance on previously impaired securities — ( 1,200 ) ( 1,200 ) Ending balance, September 30, 2023 $ — $ 1,196 $ 1,196 16 (In thousands) State and Political Subdivisions Other Securities Total Nine Months Ended September 30, 2023 Held-to-maturity Beginning balance, January 1, 2023 $ 110 $ 1,278 $ 1,388 Provision for credit loss expense 824 1,002 1,826 Net increase (decrease) in allowance on previously impaired securities 586 ( 586 ) — Ending balance, September 30, 2023 $ 1,520 $ 1,694 $ 3,214 Available-for-sale Beginning balance, January 1, 2023 $ — $ — $ — Provision for credit loss expense — 12,800 12,800 Reduction due to sales — ( 2,078 ) ( 2,078 ) Net decrease in allowance on previously impaired securities — ( 2,526 ) ( 2,526 ) Securities charged-off — ( 7,000 ) ( 7,000 ) Ending balance, September 30, 2023 $ — $ 1,196 $ 1,196 Based upon the Company’s analysis of the underlying risk characteristics of its HTM and AFS portfolios, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to the Company’s securities portfolios recorded for the three and nine months ended September 30, 2024. The Company recorded a provision for credit losses related to AFS securities of $ 12.8 million for the nine months ended September 30, 2023. During the same period, the provision for credit loss expense on AFS securities was reduced by $ 2.5 million related to previously impaired securities. Additionally, during the nine months ended September 30, 2023, the Company charged-off $ 7.0 million directly related to one corporate bond which was deemed uncollectible in the period. The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of September 30, 2024: State and Political Subdivisions (In thousands) Not Guaranteed or Pre-Refunded Other Credit Enhancement or Insurance Pre-Refunded Total Other Securities Aaa/AAA $ 182,907 $ 300,167 $ — $ 483,074 $ — Aa/AA 629,590 525,905 — 1,155,495 — A 37,021 161,726 — 198,747 98,760 Baa/BBB — 4,384 — 4,384 157,395 Not Rated 15,810 — — 15,810 — Total $ 865,328 $ 992,182 $ — $ 1,857,510 $ 256,155 Historical loss rates associated with securities having similar grades as those in the Company’s portfolio have generally not been significant. Pre-refunded securities, if any, have been defeased by the issuer and are fully secured by cash and/or U.S. Treasury securities held in escrow for payment to holders when the underlying call dates of the securities are reached. Securities with other credit enhancement or insurance continue to make timely principal and interest payments under the contractual terms of the securities. Accordingly, no allowance for credit losses has been recorded for these securities as there is no current expectation of credit losses related to these securities. 17 Income earned on securities for the three and nine months ended September 30, 2024 and 2023, is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Taxable: Held-to-maturity $ 10,533 $ 11,062 $ 32,378 $ 33,133 Available-for-sale 26,940 23,672 86,576 67,150 Non-taxable: Held-to-maturity 10,101 10,137 30,298 30,488 Available-for-sale 5,646 5,767 17,019 17,392 Total $ 53,220 $ 50,638 $ 166,271 $ 148,163 The amortized cost and estimated fair value by maturity of securities as of September 30, 2024 are shown in the following table. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities. Held-to-Maturity Available-for-Sale (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value One year or less $ 1,909 $ 1,906 $ 3,814 $ 3,791 After one through five years 42,277 40,576 108,132 107,789 After five through ten years 405,709 366,933 198,468 181,503 After ten years 2,118,949 1,695,214 1,031,775 887,378 Securities not due on a single maturity date 1,093,070 1,004,981 1,634,391 1,510,402 Other securities (no maturity) — — 231 231 Total $ 3,661,914 $ 3,109,610 $ 2,976,811 $ 2,691,094 The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 2.49 billion at September 30, 2024 and $ 3.32 billion at December 31, 2023. There were no gross realized gains and $ 28.4 million gross realized losses from the sale of securities during the three and nine months ended September 30, 2024, as the Company sold approximately $ 251.5 million of AFS investment securities as part of a strategic decision to sell low yielding securities to pay off higher rate wholesale fundings consisting of Federal Home Loan Bank (“FHLB”) advances during the quarter. There were no gross realized gains and no gross realized losses from the call or sale of securities during the three months ended September 30, 2023. There were no gross realized gains and $ 391,000 of gross realized losses recorded from the sale of securities during the nine months ended September 30, 2023. The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2024 and 2023. The Company has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair value of AFS securities. See Note 22, Derivative Instruments, for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities. 18 NOTE 4: LOANS AND ALLOWANCE FOR CREDIT LOSSES At September 30, 2024, the Company’s loan portfolio was $ 17.34 billion, compared to $ 16.85 billion at December 31, 2023. The various categories of loans are summarized as follows: September 30, December 31, (In thousands) 2024 2023 Consumer: Credit cards $ 177,696 $ 191,204 Other consumer 113,896 127,462 Total consumer 291,592 318,666 Real Estate: Construction and development 2,796,378 3,144,220 Single family residential 2,724,648 2,641,556 Other commercial 7,992,437 7,552,410 Total real estate 13,513,463 13,338,186 Commercial: Commercial 2,467,384 2,490,176 Agricultural 314,340 232,710 Total commercial 2,781,724 2,722,886 Other 749,261 465,932 Total loans $ 17,336,040 $ 16,845,670 The above table presents total loans at amortized cost. The difference between amortized cost and unpaid principal balance is due to (i) premiums and discounts associated with acquisition date fair value adjustments on acquired loans of $ 9.0 million and $ 13.2 million at September 30, 2024 and December 31, 2023, respectively, and (ii) deferred origination costs and fees of $ 10.1 million and $ 6.5 million at September 30, 2024 and December 31, 2023, respectively. Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 83.9 million and $ 77.1 million at September 30, 2024 and December 31, 2023, respectively, and is included in interest receivable on the consolidated balance sheets. Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral; obtaining and monitoring collateral; and providing an adequate allowance for credit losses by regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose and industry. The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio if weaknesses develop in either the economy or a particular segment of borrowers. Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default. Consumer – The consumer loan portfolio consists of credit card loans and other consumer loans. Credit card loans are diversified by geographic region to reduce credit risk and minimize any adverse impact on the portfolio. Although they are regularly reviewed to facilitate the identification and monitoring of creditworthiness, credit card loans are unsecured loans, making them more susceptible to economic downturns that result in increased unemployment. Other consumer loans include direct installment loans and account overdrafts. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures. Real estate – The real estate loan portfolio consists of construction and development loans (“C&D”), single family residential loans and commercial loans. C&D and commercial real estate (“CRE”) loans can be particularly sensitive to valuation of real estate. CRE cycles are inevitable. The long planning and production process for new properties and rapid shifts in business conditions and employment create an inherent tension between supply and demand for commercial properties. While general economic trends often move individual markets in the same direction over time, the timing and magnitude of changes are determined by other forces unique to each market. CRE cycles tend to be local in nature and longer than other credit cycles. Factors influencing the CRE market are traditionally different from those affecting residential real estate markets; thereby making predictions for one market based on the other difficult. Additionally, submarkets within CRE – such as office, industrial, apartment, retail and hotel – also experience different cycles, providing an opportunity to lower the overall risk through diversification across types of CRE loans. Management realizes that local demand and supply conditions will also mean that different geographic areas will experience cycles of different amplitude and duration. The Company monitors these loans closely. 19 Commercial – The commercial loan portfolio includes commercial and agricultural loans, representing loans to commercial customers and farmers for use in normal business or farming operations to finance working capital needs, equipment purchases or other expansion projects. Paycheck Protection Program (“PPP”) loans are also included in the commercial loan portfolio. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrowers, particularly cash flow from customers’ business or farming operations. The Company continues its efforts to keep loan terms short, reducing the negative impact of upward movement in interest rates. Term loans are generally set up with one or three year balloons, and the Company has instituted a pricing mechanism for commercial loans. It is general practice to require personal guaranties on commercial loans for closely-held or limited liability entities. Paycheck Protection Program Loans – The Company originated loans pursuant to multiple PPP appropriations of the Coronavirus Aid, Relief and Economic Security Act which provided 100% federally guaranteed loans for small businesses to cover up to 24 weeks of payroll costs and assistance with mortgage interest, rent and utilities. Notably, these small business loans may be forgiven by the SBA if borrowers maintain their payrolls and satisfy certain other conditions. PPP loans have a zero percent risk-weight for regulatory capital ratios. As of September 30, 2024 and December 31, 2023, the total outstanding balance of PPP loans was $ 2.4 million and $ 4.8 million, respectively. Other – The other loan portfolio includes mortgage warehouse loans, representing warehouse lines of credit to mortgage originators for the disbursement of newly originated 1-4 family residential loans. Also included in the other loan portfolio are loans to public sector customers, including state and local governments. Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The amortized cost basis of nonaccrual loans segregated by category of loans are as follows: September 30, December 31, (In thousands) 2024 2023 Consumer: Credit cards $ 563 $ 487 Other consumer 455 589 Total consumer 1,018 1,076 Real estate: Construction and development 5,497 2,457 Single family residential 31,072 27,209 Other commercial 27,018 11,960 Total real estate 63,587 41,626 Commercial: Commercial 35,648 39,886 Agricultural 609 734 Total commercial 36,257 40,620 Other 3 3 Total $ 100,865 $ 83,325 As of September 30, 2024 and December 31, 2023, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 4.8 million and $ 3.2 million, respectively. These loans are individually assessed and do not hold an allowance due to being adequately collateralized under the collateral-dependent valuation method. 20 An age analysis of the amortized cost basis of past due loans, including nonaccrual loans, segregated by class of loans is as follows: (In thousands) Gross 30-89 Days Past Due 90 Days or More Past Due Total Past Due Current Total Loans 90 Days Past Due & Accruing September 30, 2024 Consumer: Credit cards $ 1,535 $ 706 $ 2,241 $ 175,455 $ 177,696 $ 561 Other consumer 1,102 204 1,306 112,590 113,896 — Total consumer 2,637 910 3,547 288,045 291,592 561 Real estate: Construction and development 4,338 1,438 5,776 2,790,602 2,796,378 — Single family residential 15,647 15,616 31,263 2,693,385 2,724,648 69 Other commercial 12,161 21,959 34,120 7,958,317 7,992,437 86 Total real estate 32,146 39,013 71,159 13,442,304 13,513,463 155 Commercial: Commercial 12,407 24,566 36,973 2,430,411 2,467,384 114 Agricultural 6 534 540 313,800 314,340 — Total commercial 12,413 25,100 37,513 2,744,211 2,781,724 114 Other 277 3 280 748,981 749,261 — Total $ 47,473 $ 65,026 $ 112,499 $ 17,223,541 $ 17,336,040 $ 830 December 31, 2023 Consumer: Credit cards $ 1,734 $ 892 $ 2,626 $ 188,578 $ 191,204 $ 791 Other consumer 1,471 216 1,687 125,775 127,462 — Total consumer 3,205 1,108 4,313 314,353 318,666 791 Real estate: Construction and development 3,171 2,190 5,361 3,138,859 3,144,220 — Single family residential 30,697 12,522 43,219 2,598,337 2,641,556 7 Other commercial 4,702 3,612 8,314 7,544,096 7,552,410 — Total real estate 38,570 18,324 56,894 13,281,292 13,338,186 7 Commercial: Commercial 13,799 22,750 36,549 2,453,627 2,490,176 349 Agricultural 92 516 608 232,102 232,710 — Total commercial 13,891 23,266 37,157 2,685,729 2,722,886 349 Other — 3 3 465,929 465,932 — Total $ 55,666 $ 42,701 $ 98,367 $ 16,747,303 $ 16,845,670 $ 1,147 21 Loan Modifications to Borrowers Experiencing Financial Difficulty The Company has internal loan modification programs for borrowers experiencing financial difficulties. Modifications to borrowers experiencing financial difficulties may include interest rate reductions, principal or interest forgiveness and/or term extensions. The Company primarily uses interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal. The following table presents a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty, segregated by class of loans and type of loan modification, for the three and nine month periods ended September 30, 2024. Percent of Interest Rate Total Class (Dollars in thousands) Reduction of Loans Three Months Ended September 30, 2024 Real estate: Single family residential $ 142 0.01 % Total real estate $ 142 Nine Months Ended September 30, 2024 Real estate: Single family residential $ 795 0.03 % Total real estate $ 795 The financial effects of the loan modifications made to borrowers experiencing financial difficulty were not significant during the three and nine month periods ended September 30, 2024. Furthermore, such modifications did not significantly impact the Company’s determination of the allowance for credit losses during those periods. The following table presents a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty, segregated by class of loans and type of loan modification, for the three and nine month periods ended September 30, 2023. Percent of Total Class (Dollars in thousands) Term Extension of Loans Three Months Ended September 30, 2023 Real estate: Other commercial $ 30,617 0.40 % Total real estate 30,617 Commercial: Commercial 85 — % Total commercial 85 Total $ 30,702 Nine Months Ended September 30, 2023 Real estate: Other commercial $ 30,617 0.40 % Total real estate 30,617 Commercial: Commercial 736 0.03 % Total commercial 736 Total $ 31,353 22 The financial effects of the loan modifications made to borrowers experiencing financial difficulty were not significant during the three and nine month periods ended September 30, 2023. Furthermore, such modifications did not significantly impact the Company’s determination of the allowance for credit losses during those periods. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty. There was one commercial loan to a borrower experiencing financial difficulty with a period-end amortized cost basis of $ 23,000 that was modified during the previous twelve months and which subsequently defaulted during the nine months ended September 30, 2024. There were no loans to borrowers experiencing financial difficulty that had a payment default during the nine months ended September 30, 2023 and were modified in the twelve months prior to default. In relation to loans modified to borrowers experiencing financial difficulty, the Company defines a payment default as a payment received more than 90 days after its due date. At September 30, 2024 and December 31, 2023, the Company had $ 5.0 million and $ 2.5 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At September 30, 2024 and December 31, 2023, the Company had $ 575,000 and $ 506,000 , respectively, of Other Real Estate Owned (“OREO”) secured by residential real estate properties. Credit Quality Indicators – As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk rating of commercial and real estate loans, (ii) the level of classified commercial and real estate loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions of the Company’s local markets. The Company utilizes a risk rating matrix to assign a risk rate to each of its commercial and real estate loans. Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes including lending management monitoring, executive management and board committee oversight, and independent credit review. A description of the general characteristics of the risk ratings is as follows: • Pass (Excellent) – This category includes loans which are virtually free of credit risk. Borrowers in this category represent the highest credit quality and greatest financial strength. • Pass (Good) - Loans under this category possess a nominal risk of default. This category includes borrowers with strong financial strength and superior financial ratios and trends. These loans are generally fully secured by cash or equivalents (other than those rated “excellent”). • Pass (Acceptable – Average) - Loans in this category are considered to possess a normal level of risk. Borrowers in this category have satisfactory financial strength and adequate cash flow coverage to service debt requirements. If secured, the perfected collateral should be of acceptable quality and within established borrowing parameters. • Pass (Monitor) - Loans in the Watch (Monitor) category exhibit an overall acceptable level of risk, but that risk may be increased by certain conditions, which represent “red flags”. These “red flags” require a higher level of supervision or monitoring than the normal “Pass” rated credit. The borrower may be experiencing these conditions for the first time, or it may be recovering from weakness, which at one time justified a higher rating. These conditions may include: weaknesses in financial trends; marginal cash flow; one-time negative operating results; non-compliance with policy or borrowing agreements; poor diversity in operations; lack of adequate monitoring information or lender supervision; questionable management ability/stability. • Special Mention - A loan in this category has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention loans are not adversely classified (although they are “criticized”) and do not expose an institution to sufficient risk to warrant adverse classification. Borrowers may be experiencing adverse operating trends or an ill-proportioned balance sheet. Non-financial characteristics of a Special Mention rating may include management problems, pending litigation, a non-existent or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices. • Substandard - A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the loan. 23 • Doubtful - A loan classified Doubtful has all the weaknesses inherent in a substandard loan except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. The possibility of loss is extremely high, but because of specific pending events that may strengthen the asset, its classification as loss is deferred. Pending factors include: proposed merger or acquisition; liquidation procedures; capital injection; perfection of liens on additional collateral; and refinancing plans. Loans classified as Doubtful are placed on nonaccrual status. • Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loans has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless loan, even though partial recovery may be affected in the future. Borrowers in the Loss category are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations. Loans should be classified as Loss and charged-off in the period in which they become uncollectible. The Company monitors credit quality in the consumer portfolio by delinquency status. The delinquency status of loans is updated daily. A description of the delinquency credit quality indicators is as follows: • Current - Loans in this category are either current in payments or are under 30 days past due. These loans are considered to have a normal level of risk. • 30-89 Days Past Due - Loans in this category are between 30 and 89 days past due and are subject to the Company’s loss mitigation process. These loans are considered to have a moderate level of risk. • 90+ Days Past Due - Loans in this category are 90 days or more past due and are placed on nonaccrual status. These loans have been subject to the Company’s loss mitigation process and foreclosure and/or charge-off proceedings have commenced. The Company uses a dual risk rating scale that utilizes quantitative models and qualitative factors (“score cards”) to assist in determining the appropriate risk rating for its commercial loans. This dual risk rating methodology incorporates a “probability of default” analysis which utilizes quantified metrics such as loan terms and financial performance, as well as a “loss given default” analysis which utilizes collateral values and economics of the market, among other attributes. Model outputs are reviewed and analyzed to ensure the projected risk levels are commensurate with underwriting and credit leader expectations. The risk rating scale includes Probability of Default levels of 1 – 16 and Loss Given Default levels of A – I. The scale allows for more granular recognition of risk and diversification of grading among traditional Pass grades. The following is a reconciliation between the expanded risk rating scale and the Company’s traditional risk rating segments utilized within the commercial loan classes presented in the credit quality indicator tables. • Pass - Includes loans with an expanded risk rating of 1 through 11. Loans with a risk rating of 10 and 11 equate to loans included on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term. • Special Mention - Includes loans with an expanded risk rating of 12. • Substandard - Includes loans with an expanded risk rating of 13 and 14. • Doubtful and loss - Includes loans with an expanded risk rating of 15 and 16. 24 The following table presents a summary of loans by credit quality indicator, as of September 30, 2024, segregated by class of loans. Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 (YTD) 2023 2022 2021 2020 2019 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total Consumer - credit cards Delinquency: Current $ — $ — $ — $ — $ — $ — $ 175,455 $ — $ 175,455 30-89 days past due — — — — — — 1,535 — 1,535 90+ days past due — — — — — — 706 — 706 Total consumer - credit cards — — — — — — 177,696 — 177,696 Current-period consumer - credit cards gross charge-offs — — — — — — 4,808 — 4,808 Consumer - other Delinquency: Current 41,396 21,390 21,556 6,121 1,662 1,142 19,323 — 112,590 30-89 days past due 182 84 605 35 50 60 86 — 1,102 90+ days past due 15 66 44 20 1 — 58 — 204 Total consumer - other 41,593 21,540 22,205 6,176 1,713 1,202 19,467 — 113,896 Current-period consumer - other gross charge-offs 89 567 446 94 9 6 175 — 1,386 Real estate - C&D Risk rating: Pass 38,923 122,586 71,963 32,303 18,737 24,537 2,474,525 — 2,783,574 Special mention — — 65 — — 381 2,790 — 3,236 Substandard 59 69 26 3,957 — 99 5,358 — 9,568 Doubtful and loss — — — — — — — — — Total real estate - C&D 38,982 122,655 72,054 36,260 18,737 25,017 2,482,673 — 2,796,378 Current-period real estate - C&D gross charge-offs — — — — — — 52 — 52 Real estate - SF residential Delinquency: Current 198,979 338,458 578,282 326,621 196,334 588,250 466,461 — 2,693,385 30-89 days past due 904 1,406 3,259 680 479 6,253 2,666 — 15,647 90+ days past due — 299 4,490 1,945 1,124 3,622 4,136 — 15,616 Total real estate - SF residential 199,883 340,163 586,031 329,246 197,937 598,125 473,263 — 2,724,648 Current-period real estate - SF residential gross charge-offs 3 46 136 — 1 69 56 — 311 Real estate - other commercial Risk rating: Pass 429,871 512,184 1,582,389 1,107,417 461,159 705,341 2,762,717 — 7,561,078 Special mention 9,489 16,352 14,682 18,191 1,480 14,658 99,584 — 174,436 Substandard 7,465 17,184 24,623 6,810 12,058 35,403 153,380 — 256,923 Doubtful and loss — — — — — — — — — Total real estate - other commercial 446,825 545,720 1,621,694 1,132,418 474,697 755,402 3,015,681 — 7,992,437 Current-period real estate - other commercial gross charge-offs — 2,592 — 15 — 1 168 — 2,776 25 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 (YTD) 2023 2022 2021 2020 2019 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total Commercial Risk rating: Pass 187,831 307,100 274,746 138,826 33,779 68,645 1,380,054 — 2,390,981 Special mention 124 27 563 420 137 1,274 11,477 — 14,022 Substandard 1,203 2,266 16,847 3,602 3,389 6,448 28,626 — 62,381 Doubtful and loss — — — — — — — — — Total commercial 189,158 309,393 292,156 142,848 37,305 76,367 1,420,157 — 2,467,384 Current-period commercial - gross charge-offs 159 487 3,466 3,025 494 1,521 10,682 — 19,834 Commercial - agriculture Risk rating: Pass 24,611 25,131 22,533 9,561 3,078 1,887 224,796 — 311,597 Special mention 1,238 — — — — — 511 — 1,749 Substandard — 15 33 — 154 14 778 — 994 Doubtful and loss — — — — — — — — — Total commercial - agriculture 25,849 25,146 22,566 9,561 3,232 1,901 226,085 — 314,340 Current-period commercial - agriculture gross charge-offs — 222 — 8 6 — 1 — 237 Other Delinquency: Current 35,103 36,091 140,685 27,563 1,564 31,530 476,445 — 748,981 30-89 days past due — 277 — — — — — — 277 90+ days past due — — — — — 3 — — 3 Total other 35,103 36,368 140,685 27,563 1,564 31,533 476,445 — 749,261 Current-period other - gross charge-offs — — — — — — 420 — 420 Total $ 977,393 $ 1,400,985 $ 2,757,391 $ 1,684,072 $ 735,185 $ 1,489,547 $ 8,291,467 $ — $ 17,336,040 26 The following table presents a summary of loans by credit quality indicator, as of December 31, 2023, segregated by class of loans. Term Loans Amortized Cost Basis by Origination Year (In thousands) 2023 2022 2021 2020 2019 2018 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total Consumer - credit cards Delinquency: Current $ — $ — $ — $ — $ — $ — $ 188,578 $ — $ 188,578 30-89 days past due — — — — — — 1,734 — 1,734 90+ days past due — — — — — — 892 — 892 Total consumer - credit cards — — — — — — 191,204 — 191,204 Current-period consumer - credit cards gross charge-offs — — — — — — 5,303 — 5,303 Consumer - other Delinquency: Current 55,091 35,904 12,115 3,838 1,471 1,106 16,250 — 125,775 30-89 days past due 400 719 127 53 2 16 154 — 1,471 90+ days past due 35 127 46 — — — 8 — 216 Total consumer - other 55,526 36,750 12,288 3,891 1,473 1,122 16,412 — 127,462 Current-period consumer - other gross charge-offs 220 826 493 79 29 128 449 — 2,224 Real estate - C&D Risk rating: Pass 138,749 143,711 52,081 45,027 10,278 13,632 2,710,853 504 3,114,835 Special mention — 1,143 7,284 — — 396 16,682 — 25,505 Substandard — 101 48 — — 247 3,484 — 3,880 Doubtful and loss — — — — — — — — — Total real estate - C&D 138,749 144,955 59,413 45,027 10,278 14,275 2,731,019 504 3,144,220 Current-period real estate - C&D gross charge-offs — 1,148 — — — 8 349 — 1,505 Real estate - SF residential Delinquency: Current 371,326 620,933 352,589 238,128 121,416 504,675 388,705 565 2,598,337 30-89 days past due 5,222 5,061 3,667 2,283 1,741 9,759 2,964 — 30,697 90+ days past due 1,313 2,443 1,810 1,661 120 3,465 1,710 — 12,522 Total real estate - SF residential 377,861 628,437 358,066 242,072 123,277 517,899 393,379 565 2,641,556 Current-period real estate - SF residential gross charge-offs — 111 12 73 — 677 232 — 1,105 Real estate - other commercial Risk rating: Pass 729,602 1,651,010 1,237,810 621,595 171,230 417,122 2,333,637 — 7,162,006 Special mention 37,302 8,458 10,149 7,844 1,364 11,604 84,978 — 161,699 Substandard 40,664 10,290 4,495 16,646 6,293 9,861 140,454 — 228,703 Doubtful and loss — — — 2 — — — — 2 Total real estate - other commercial 807,568 1,669,758 1,252,454 646,087 178,887 438,587 2,559,069 — 7,552,410 Current-period real estate - other commercial gross charge-offs — — — 7 2 35 9,731 — 9,775 27 Term Loans Amortized Cost Basis by Origination Year (In thousands) 2023 2022 2021 2020 2019 2018 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total Commercial Risk rating: Pass 440,872 354,016 200,941 67,320 27,374 42,953 1,271,826 — 2,405,302 Special mention 157 14,117 316 367 98 889 8,228 — 24,172 Substandard 1,998 11,874 6,272 2,934 1,722 3,392 32,510 — 60,702 Doubtful and loss — — — — — — — — — Total commercial 443,027 380,007 207,529 70,621 29,194 47,234 1,312,564 — 2,490,176 Current-period commercial - gross charge-offs 463 2,081 778 197 244 815 1,351 — 5,929 Commercial - agriculture Risk rating: Pass 39,680 30,075 13,940 6,280 2,071 303 134,180 — 226,529 Special mention 363 733 1,068 — — — 3,257 — 5,421 Substandard 518 37 71 104 26 — 4 — 760 Doubtful and loss — — — — — — — — — Total commercial - agriculture 40,561 30,845 15,079 6,384 2,097 303 137,441 — 232,710 Current-period commercial - agriculture gross charge-offs — 7 — — — 26 — — 33 Other Delinquency: Current 45,234 144,732 28,413 2,543 3,255 36,719 205,033 — 465,929 30-89 days past due — — — — — — — — — 90+ days past due — — — — — 3 — — 3 Total other 45,234 144,732 28,413 2,543 3,255 36,722 205,033 — 465,932 Current-period other - gross charge-offs — — — — — — 298 — 298 Total $ 1,908,526 $ 3,035,484 $ 1,933,242 $ 1,016,625 $ 348,461 $ 1,056,142 $ 7,546,121 $ 1,069 $ 16,845,670 Allowance for Credit Losses Allowance for Credit Losses – The allowance for credit losses is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations. The allowance, in the judgment of management, is necessary to reserve for expected loan losses and risks inherent in the loan portfolio. The Company’s allowance for credit loss methodology includes reserve factors calculated to estimate current expected credit losses to amortized cost balances over the remaining contractual life of the portfolio, adjusted for prepayments, in accordance with ASC Topic 326-20, Financial Instruments - Credit Losses . Accordingly, the methodology is comprised of two components: individual assessments on loans with unique risk characteristics and collective assessments for loans that share similar risk characteristics. Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated for collective assessment. The Company uses statistically-based models that leverage assumptions about current and future economic conditions throughout the contractual life of the loan. Expected credit losses are estimated by either lifetime loss rates or expected loss cash flows based on three key parameters: probability-of-default (“PD”), exposure-at-default (“EAD”), and loss-given-default (“LGD”). Future economic conditions are incorporated to the extent that they are reasonable and supportable. Beyond the reasonable and supportable periods, the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenarios. To determine the best estimate of credit losses as of September 30, 2024, the Company utilized a probability-weighted, multiple-scenario approach consisting of Baseline, Upside (S1), and Downside (S3) scenarios published by Moody’s Analytics in June 2024 that was updated to reflect the U.S. economic outlook. The Company also includes qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for. These factors may include but are not limited to portfolio trends and considerations, other economic considerations, policy actions, concentration risk, or imprecision risk. 28 Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated into homogeneous segments for assessment. Reserve factors are based on estimated probability of default and loss given default for each segment. The estimates are determined based on economic forecasts over the reasonable and supportable forecast period based on projected performance of economic variables that have a statistical relationship with the historical loss experience of the segments. Loans that have unique risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. For a collateral-dependent loan, the Company’s evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation. Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 109.6 million and $ 144.6 million as of September 30, 2024 and December 31, 2023, respectively, as further detailed in the table below. The collateral securing these loans consist of commercial real estate properties, residential properties, and other business assets. (In thousands) Real Estate Collateral Other Collateral Total September 30, 2024 Construction and development $ 903 $ — $ 903 Single family residential — — — Other commercial real estate 80,591 — 80,591 Commercial — 28,154 28,154 Total $ 81,494 $ 28,154 $ 109,648 December 31, 2023 Construction and development $ 43,826 $ — $ 43,826 Single family residential 3,870 — 3,870 Other commercial real estate 76,229 — 76,229 Commercial — 20,679 20,679 Total $ 123,925 $ 20,679 $ 144,604 29 The following table details activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2024. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. (In thousands) Commercial Real Estate Credit Card Other Consumer and Other Total Allowance for credit losses: Three Months Ended September 30, 2024 Beginning balance, July 1, 2024 $ 43,550 $ 175,176 $ 5,765 $ 5,898 $ 230,389 Provision for credit loss expense 8,088 1,598 1,755 707 12,148 Charge-offs ( 8,235 ) ( 159 ) ( 1,744 ) ( 524 ) ( 10,662 ) Recoveries 439 403 231 275 1,348 Net (charge-offs) recoveries ( 7,796 ) 244 ( 1,513 ) ( 249 ) ( 9,314 ) Ending balance, September 30, 2024 $ 43,842 $ 177,018 $ 6,007 $ 6,356 $ 233,223 Nine Months Ended September 30, 2024 Beginning balance, January 1, 2024 $ 36,470 $ 177,177 $ 5,868 $ 5,716 $ 225,231 Provision for credit loss expense 26,107 1,770 4,247 1,329 33,453 Charge-offs ( 20,071 ) ( 3,139 ) ( 4,808 ) ( 1,806 ) ( 29,824 ) Recoveries 1,336 1,210 700 1,117 4,363 Net (charge-offs) recoveries ( 18,735 ) ( 1,929 ) ( 4,108 ) ( 689 ) ( 25,461 ) Ending balance, September 30, 2024 $ 43,842 $ 177,018 $ 6,007 $ 6,356 $ 233,223 Activity in the allowance for credit losses for the three and nine months ended September 30, 2023 was as follows: (In thousands) Commercial Real Estate Credit Card Other Consumer and Other Total Allowance for credit losses: Three Months Ended September 30, 2023 Beginning balance, July 1, 2023 $ 30,985 $ 165,813 $ 6,330 $ 6,838 $ 209,966 Provision for credit loss expense 4,095 16,528 704 ( 1,105 ) 20,222 Charge-offs ( 1,219 ) ( 9,723 ) ( 1,318 ) ( 633 ) ( 12,893 ) Recoveries 245 429 234 344 1,252 Net (charge-offs) recoveries ( 974 ) ( 9,294 ) ( 1,084 ) ( 289 ) ( 11,641 ) Ending balance, September 30, 2023 $ 34,106 $ 173,047 $ 5,950 $ 5,444 $ 218,547 Nine Months Ended September 30, 2023 Beginning balance, January 1, 2023 $ 34,406 $ 150,795 $ 5,140 $ 6,614 $ 196,955 Provision for credit loss expense 774 32,013 3,847 ( 435 ) 36,199 Charge-offs ( 2,857 ) ( 11,362 ) ( 3,803 ) ( 1,755 ) ( 19,777 ) Recoveries 1,783 1,601 766 1,020 5,170 Net (charge-offs) recoveries ( 1,074 ) ( 9,761 ) ( 3,037 ) ( 735 ) ( 14,607 ) Ending balance, September 30, 2023 $ 34,106 $ 173,047 $ 5,950 $ 5,444 $ 218,547 As of September 30, 2024, the Company’s allowance for credit losses was considered sufficient based upon expected losses that were supported by scenario-weighted economic forecasts. The provision expense for the three and nine months ended September 30, 2024 was primarily due to the loan growth experienced during the periods, as well as the impact of updated economic assumptions. 30 Reserve for Unfunded Commitments In addition to the allowance for credit losses, the Company has established a reserve for unfunded commitments, classified in other liabilities. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. The reserve for unfunded commitments was $ 25.6 million for both periods ended September 30, 2024 and December 31, 2023. The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses. No adjustment was made to the reserve for unfunded commitments during the three and nine month periods ended September 30, 2024, as it was considered sufficient to cover any loss expectations. During the three and nine month periods ended September 30, 2023, $ 11.3 million and $ 16.3 million, respectively, was released from the reserve for unfunded commitments primarily due to a decline in unfunded commitments resulting from customers utilizing lines of credit during the periods. Provision for Credit Losses Provision for credit losses is determined by the Company as the amount to be added to the allowance for credit loss accounts for various types of financial instruments including loans, securities and off-balance-sheet credit exposure after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb expected credit losses over the lives of the respective financial instruments. The components of the provision for credit losses for the three and nine month periods ended September 30, 2024 and 2023 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Provision for credit losses related to: Loans $ 12,148 $ 20,222 $ 33,453 $ 36,199 Unfunded commitments — ( 11,300 ) — ( 16,300 ) Securities - HTM — — — 1,826 Securities - AFS — ( 1,200 ) — 10,274 Total $ 12,148 $ 7,722 $ 33,453 $ 31,999 Purchased Credit Deteriorated (“PCD”) Loans Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit loss on the date of acquisition using the same methodology as discussed in the Allowance for Credit Losses section included above. The following table provides a summary of loans purchased as part of the Spirit acquisition with credit deterioration at acquisition: (In thousands) Commercial Real Estate Credit Card Other Consumer and Other Total Unpaid principal balance $ 8,258 $ 66,534 $ — $ 59 $ 74,851 PCD allowance for credit loss at acquisition ( 6,433 ) ( 3,187 ) — ( 2 ) ( 9,622 ) Non-credit related discount ( 378 ) ( 998 ) — ( 1 ) ( 1,377 ) Fair value of PCD loans $ 1,447 $ 62,349 $ — $ 56 $ 63,852 31 NOTE 5: RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES The Company accounts for its leases in accordance with ASC Topic 842, Leases , which requires recognition of most leases, including operating leases, with a term greater than 12 months on the balance sheet. At lease commencement, the lease contract is reviewed to determine whether the contract is a finance lease or an operating lease; a lease liability is recognized on a discounted basis, related to the Company’s obligation to make lease payments; and a right-of-use asset is also recognized related to the Company’s right to use, or control the use of, a specified asset for the lease term. The Company accounts for lease and non-lease components (such as taxes, insurance and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts. Lease payments over the expected term are discounted using the Company’s FHLB advance rates for borrowings of similar term. If it is reasonably certain that a renewal or termination option will be exercised, the effects of such options are included in the determination of the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company’s leases are classified as operating leases with a term, including expected renewal or termination options, greater than one year, and are related to certain office facilities and office equipment. The following table presents information as of September 30, 2024 and December 31, 2023 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities. September 30, December 31, (Dollars in thousands) 2024 2023 Right-of-use lease assets $ 69,331 $ 67,267 Lease liabilities 71,315 68,788 Weighted average remaining lease term 8.45 years 8.81 years Weighted average discount rate 3.65 % 3.52 % Operating lease cost for the three and nine month periods ended September 30, 2024 was $ 4.0 million and $ 12.2 million, respectively, as compared to $ 4.2 million and $ 11.7 million for the same periods in 2023. NOTE 6: PREMISES AND EQUIPMENT Premises and equipment are stated at cost less accumulated depreciation and amortization. Total premises and equipment, net at September 30, 2024 and December 31, 2023 were as follows: September 30, December 31, (In thousands) 2024 2023 Right-of-use lease assets $ 69,331 $ 67,267 Premises and equipment: Land 124,247 122,093 Buildings and improvements 400,014 388,675 Furniture, fixtures and equipment 120,341 112,133 Software 62,823 61,242 Construction in progress 23,936 14,142 Accumulated depreciation and amortization ( 216,326 ) ( 194,874 ) Total premises and equipment, net $ 584,366 $ 570,678 32 NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is tested annually, or more often than annually, if circumstances warrant, for impairment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. Goodwill totaled $ 1.32 billion at September 30, 2024 and December 31, 2023. Goodwill impairment was neither indicated no r recorded during the nine months ended September 30, 2024 or the year ended December 31, 2023. Core deposit premiums represent the value of the relationships that acquired banks had with their deposit customers and are amortized over periods ranging from 10 years to 15 years and are periodically evaluated, at least annually, as to the recoverability of their carrying value. Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 8 years to 15 years. Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at September 30, 2024 and December 31, 2023 were as follows: September 30, December 31, (In thousands) 2024 2023 Core deposit premiums: Balance, beginning of year $ 101,344 $ 116,016 Amortization ( 10,327 ) ( 14,672 ) Balance, end of period 91,017 101,344 Books of business and other intangibles: Balance, beginning of year 11,301 12,935 Amortization ( 1,225 ) ( 1,634 ) Balance, end of period 10,076 11,301 Total other intangible assets, net $ 101,093 $ 112,645 The carrying basis and accumulated amortization of the Company’s other intangible assets at September 30, 2024 and December 31, 2023 were as follows: September 30, December 31, (In thousands) 2024 2023 Core deposit premiums: Gross carrying amount $ 177,624 $ 187,467 Accumulated amortization ( 86,607 ) ( 86,123 ) Core deposit premiums, net 91,017 101,344 Books of business and other intangibles: Gross carrying amount 22,068 22,068 Accumulated amortization ( 11,992 ) ( 10,767 ) Books of business and other intangibles, net 10,076 11,301 Total other intangible assets, net $ 101,093 $ 112,645 The Company’s estimated remaining amortization expense on other intangible assets as of September 30, 2024 is as follows: (In thousands) Year Amortization Expense Remainder of 2024 $ 3,851 2025 12,819 2026 12,346 2027 12,218 2028 11,312 Thereafter 48,547 Total $ 101,093 33 NOTE 8: TIME DEPOSITS Time deposits included approximately $ 1.65 billion and $ 1.73 billion of certificates of deposit over $250,000 at September 30, 2024 and December 31, 2023, respectively. Brokered time deposits were $ 3.36 billion and $ 2.90 billion at September 30, 2024 and December 31, 2023, respectively. NOTE 9: INCOME TAXES The provision for income taxes is comprised of the following components for the periods indicated below: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Income taxes currently payable $ 2,777 $ 4,706 $ 16,137 $ 25,817 Deferred income taxes ( 2,016 ) 4,537 ( 3,254 ) 4,202 Provision for income taxes $ 761 $ 9,243 $ 12,883 $ 30,019 The tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows: September 30, December 31, (In thousands) 2024 2023 Deferred tax assets: Loans acquired $ 2,654 $ 3,644 Allowance for credit losses 55,495 53,445 Valuation of foreclosed assets 480 480 Tax NOLs from acquisition 10,197 9,643 Deferred compensation payable 4,002 3,355 Accrued equity and other compensation 6,854 8,048 Acquired securities 7,572 7,569 Right-of-use lease liability 17,107 16,501 Unrealized loss on AFS securities 116,437 143,624 Allowance for unfunded commitments 6,148 6,148 Other 8,403 7,627 Gross deferred tax assets 235,349 260,084 Deferred tax liabilities: Goodwill and other intangible amortization ( 39,267 ) ( 41,174 ) Accumulated depreciation ( 24,975 ) ( 24,632 ) Right-of-use lease asset ( 16,631 ) ( 16,136 ) Unrealized gain on swaps ( 19,449 ) ( 25,371 ) Other ( 11,263 ) ( 10,995 ) Gross deferred tax liabilities ( 111,585 ) ( 118,308 ) Net deferred tax asset $ 123,764 $ 141,776 34 A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown for the periods indicated below: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Computed at the statutory rate (21%) $ 5,354 $ 11,862 $ 24,624 $ 38,045 Increase (decrease) in taxes resulting from: State income taxes, net of federal tax benefit ( 644 ) ( 40 ) ( 1,370 ) 657 Stock-based compensation ( 14 ) 28 454 469 Tax exempt interest income ( 3,810 ) ( 3,848 ) ( 11,518 ) ( 11,523 ) Tax exempt earnings on BOLI ( 755 ) ( 636 ) ( 2,376 ) ( 1,973 ) Federal tax credits ( 546 ) ( 567 ) ( 1,667 ) ( 1,501 ) Other differences, net 1,176 2,444 4,736 5,845 Actual tax provision $ 761 $ 9,243 $ 12,883 $ 30,019 The Company follows ASC Topic 740, Income Taxes , which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC Topic 740 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. The Company has no history of expiring net operating loss carryforwards and is projecting significant pre-tax and financial taxable income in future years. The Company expects to fully realize its deferred tax assets in the future. The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the addition or elimination of uncertain tax positions. Section 382 of the Internal Revenue Code imposes an annual limit on the ability of a corporation that undergoes an “ownership change” to use its U.S. net operating losses to reduce its tax liability. The Company has engaged in three tax-free reorganization transactions in which acquired net operating losses are limited pursuant to Section 382. In total, approximately $ 35.0 million of federal net operating losses subject to the IRC Section 382 annual limitation are expected to be utilized by the Company. All of the acquired net operating loss carryforwards are expected to be fully utilized by 2036. The Company files income tax returns in the U.S. federal jurisdiction. The Company’s U.S. federal income tax returns are open and subject to examinations from the 2020 tax year and forward. The Company’s various state income tax returns are generally open from the 2020 and later tax return years based on individual state statute of limitations. 35 NOTE 10: SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE The Company utilizes securities sold under agreements to repurchase to facilitate the needs of its customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis. The Company may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents. The gross amount of recognized liabilities for repurchase agreements was $ 50.7 million and $ 67.6 million at September 30, 2024 and December 31, 2023, respectively. The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of September 30, 2024 and December 31, 2023 is presented in the following tables. Remaining Contractual Maturity of the Agreements (In thousands) Overnight and Continuous Up to 30 Days 30-90 Days Greater than 90 Days Total September 30, 2024 Repurchase agreements: U.S. Government agencies $ 50,671 $ — $ — $ — $ 50,671 December 31, 2023 Repurchase agreements: U.S. Government agencies $ 67,569 $ — $ — $ — $ 67,569 NOTE 11: OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES Debt at September 30, 2024 and December 31, 2023 consisted of the following components: September 30, December 31, (In thousands) 2024 2023 Other Borrowings FHLB advances, net of discount, due 2024 to 2033, 4.56 % to 5.52 % secured by real estate loans $ 1,028,016 $ 953,222 Other long-term debt 17,862 19,144 Total other borrowings 1,045,878 972,366 Subordinated Notes and Debentures Subordinated notes payable, due 4/1/2028, fixed-to-floating rate (fixed rate of 5.00 % through 3/31/2023, floating rate of 2.15 % above the three month LIBOR rate, reset quarterly) (1) 330,000 330,000 Subordinated notes payable, net of premium adjustments, due 7/31/2030, fixed-to-floating rate (fixed rate of 6.00 % through 7/30/2025, floating rate of 5.92 % above the three month SOFR rate, reset quarterly) 37,085 37,171 Unamortized debt issuance costs ( 830 ) ( 1,030 ) Total subordinated notes and debentures 366,255 366,141 Total other borrowings and subordinated debt $ 1,412,133 $ 1,338,507 _________________________ (1) The Company transitioned from the three month LIBOR rate to the three month Secured Overnight Financing Rate (“SOFR”), plus a comparable spread adjustment of 26.161 basis points, beginning with interest accrued on the notes from and after October 1, 2023. 36 In March 2018, the Company issued $ 330.0 million in aggregate principal amount, of 5.00 % Fixed-to-Floating Rate Subordinated Notes (“Notes”) at a public offering price equal to 100 % of the aggregate principal amount of the Notes. The Company incurred $ 3.6 million in debt issuance costs related to the offering during March 2018. The Notes will mature on April 1, 2028 and initially bore interest at a fixed rate of 5.00 % per annum, payable semi-annually in arrears. From and including April 1, 2023 to, but excluding, the maturity date or the date of earlier redemption, the interest rate resets quarterly to an annual interest rate equal to the “then-current three month LIBOR rate” plus 215 basis points, payable quarterly in arrears, and the Company transitioned from the “then-current three month LIBOR rate” to the “three month SOFR, plus a comparable spread adjustment of 26.161 basis points,” beginning with interest accrued on the Notes from and after October 1, 2023. The Notes will be subordinated in right of payment to the payment of the Company’s other existing and future senior indebtedness, including all of its general creditors. The Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of its subsidiaries. The Company used a portion of the net proceeds from the sale of the Notes to repay certain outstanding indebtedness. The Notes qualify for Tier 2 capital treatment. The Company assumed subordinated debt in an aggregate principal amount, net of premium adjustments, of $ 37.4 million in connection with the Spirit acquisition in April 2022 (the “Spirit Notes”). The Spirit Notes will mature on July 31, 2030, and initially bear interest at a fixed annual rate of 6.00 %, payable quarterly, in arrears, to, but excluding, July 31, 2025. From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month SOFR rate, as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears. The Company had total outstanding FHLB advances of $ 1.03 billion and $ 953.2 million at September 30, 2024 and December 31, 2023, respectively, which are primarily fixed rate, fixed term advances, are due less than one year from origination and therefore are classified as short-term advances by the Company. At September 30, 2024, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 7.02 billion and the Company had approximately $ 4.96 billion of additional advances available from the FHLB. The Company’s long-term debt primarily includes subordinated debt and other notes payable. Aggregate annual maturities of long-term debt at September 30, 2024, are as follows: Year (In thousands) Remainder of 2024 $ 447 2025 1,822 2026 1,824 2027 1,919 2028 332,798 Thereafter 48,323 Total $ 387,133 NOTE 12: CONTINGENT LIABILITIES In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings incidental to the conduct of its business, including proceedings based on breach of contract claims, lender liability claims, and other ordinary-course claims, some of which seek substantial relief or damages. The Company establishes reserves for legal proceedings when potential losses become probable and can be reasonably estimated. While the ultimate resolution (including amounts thereof) of any legal proceedings cannot be determined at this time, based on information presently available and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s business, consolidated results of operations, financial condition, or cash flows. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any of these proceedings, which may be material to the Company’s results of operations for a given fiscal period. 37 NOTE 13: CAPITAL STOCK On February 27, 2009, at a special meeting, the Company’s shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $ 0.01 par value. On April 27, 2022, the Company’s shareholders approved amendments to the Company’s Articles of Incorporation to remove an $ 80.0 million cap on the aggregate liquidation preference associated with the preferred stock and increase the number of authorized shares of the Company’s Class A common stock from 175,000,000 to 350,000,000 . On October 29, 2019, the Company filed Amended and Restated Articles of Incorporation (“October Amended Articles”) with the Arkansas Secretary of State. The October Amended Articles classified and designated Series D Preferred Stock, Par Value $ 0.01 Per Share (“Series D Preferred Stock”), out of the Company’s authorized preferred stock. On November 30, 2021, the Company redeemed all of the Series D Preferred Stock, including accrued and unpaid dividends. On April 27, 2022, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to remove the classification and designation for the Series D Preferred Stock. As of September 30, 2024, there were no shares of preferred stock issued or outstanding. In January 2022, the Company’s Board of Directors authorized a stock repurchase program (“2022 Program”) under which the Company could repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding. Because the 2022 Program was set to terminate on January 31, 2024, the Company’s Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which the Company may repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding. The 2024 Program will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will terminate on January 31, 2026 (unless terminated sooner). Under the 2024 Program, which replaced the 2022 Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise. The timing, pricing, and amount of any repurchases under the 2024 Program will be determined by the Company’s management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of the Company’s common stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements. The 2024 Program does not obligate the Company to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice. The Company anticipates funding for this 2024 Program to come from available sources of liquidity, including cash on hand and future cash flow. No shares were repurchased during the three and nine month periods ended September 30, 2024. Market conditions and the Company’s capital needs, among other things, will drive decisions regarding additional, future stock repurchases. During the three and nine month periods ended September 30, 2023, the Company repurchased 1,128,962 shares at an average price of $ 17.69 per share and 2,257,049 shares at an average price of $ 17.72 per share, respectively, under the 2022 Program. NOTE 14: UNDIVIDED PROFITS Simmons Bank, the Company’s subsidiary bank, is subject to legal limitations on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. The approval of the Commissioner of the Arkansas State Bank Department is required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent ( 75 %) of the total of its net profits, as defined, for that year combined with seventy-five percent ( 75 %) of its retained net profits of the preceding year. Since Simmons Bank is also under supervision of the Federal Reserve, it is further limited if the total of all dividends declared in any calendar year by Simmons Bank exceeds its net income to date for that year combined with its retained net profits for the preceding two years. At September 30, 2024, undivided profits of Simmons Bank were approximately $ 536.2 million, none of which were available for payment of dividends to the Company, without prior regulatory approval. The risk-based capital guidelines of the Federal Reserve Board and the Arkansas State Bank Department include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. The criteria for a well-capitalized institution are: a 5 % “Tier l leverage capital” ratio, an 8 % “Tier 1 risk-based capital” ratio, 10 % “total risk-based capital” ratio; and a 6.5 % “common equity Tier 1 (CET1)” ratio. The Company and Simmons Bank must hold a capital conservation buffer of 2.5 % composed of CET1 capital above its minimum risk-based capital requirements. Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses. As of September 30, 2024, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules. The Company’s CET1 ratio was 12.06 % at September 30, 2024. 38 NOTE 15: STOCK-BASED COMPENSATION The Company’s Board of Directors has adopted various stock-based compensation plans, including the 2023 Stock and Incentive Plan that was approved by shareholders and became effective April 18, 2023. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units and stock awards. Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awards of restricted stock, restricted stock units, performance stock units or stock awards granted to directors, officers and other key employees or consultants. The table below summarizes the transactions under the Company’s active stock-based compensation plans for the nine months ended September 30, 2024: Stock Options Outstanding Non-vested Stock Awards Outstanding Non-vested Stock Units Outstanding (Shares in thousands) Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Grant-Date Fair Value Number of Shares Weighted Average Grant-Date Fair Value Beginning balance, January 1, 2024 447 $ 22.56 — $ — 1,273 $ 24.23 Granted — — — — 853 18.81 Stock options exercised ( 38 ) 20.29 — — — — Stock awards/units vested (earned) — — — — ( 404 ) 24.63 Forfeited/expired ( 37 ) 22.52 — — ( 176 ) 25.42 Balance, September 30, 2024 372 $ 22.80 — $ — 1,546 $ 21.01 Exercisable, September 30, 2024 372 $ 22.80 The following table summarizes information about stock options under the plans outstanding at September 30, 2024: Options Outstanding Options Exercisable Range of Exercise Prices Number of Shares (In thousands) Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares (In thousands) Weighted Average Exercise Price $ 20.29 — $ 20.29 3 0.25 $ 20.29 3 $ 20.29 22.20 — 22.20 51 0.48 22.20 51 22.20 22.75 — 22.75 249 0.85 22.75 249 22.75 23.51 — 23.51 62 1.30 23.51 62 23.51 24.07 — 24.07 7 0.96 24.07 7 24.07 $ 20.29 — $ 24.07 372 0.87 $ 22.80 372 $ 22.80 The table below summarizes the Company’s performance stock unit activity for the nine months ended September 30, 2024: (In thousands) Performance Stock Units Non-vested, January 1, 2024 492 Granted 188 Vested (earned) ( 42 ) Forfeited ( 112 ) Non-vested, September 30, 2024 526 39 Stock-based compensation expense was $ 8.9 million and $ 9.6 million during the nine month periods ended September 30, 2024 and 2023, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards. There was no unrecognized stock-based compensation expense related to stock options at September 30, 2024. Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 18.1 million at September 30, 2024. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 1.7 years. The intrinsic value of stock options outstanding and stock options exercisable at September 30, 2024 was $ 4,000 . Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 21.54 as of September 30, 2024, and the exercise price multiplied by the number of options outstanding. There total intrinsic value of stock options exercised during the nine months ended September 30, 2024 and 2023 was $ 48,000 and $ 6,000 , respectively. The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. There were no stock options granted during the nine months ended September 30, 2024 and 2023. NOTE 16: EARNINGS PER SHARE (“EPS”) Basic EPS is computed by dividing reported net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing reported net income available to common stockholders by the weighted average common shares and all potential dilutive common shares outstanding during the period. The computation of earnings per share is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2024 2023 2024 2023 Net income available to common stockholders $ 24,740 $ 47,247 $ 104,374 $ 151,150 Average common shares outstanding 125,538 125,914 125,449 126,730 Average potential dilutive common shares 461 370 461 370 Average diluted common shares 125,999 126,284 125,910 127,100 Basic earnings per share $ 0.20 $ 0.38 $ 0.83 $ 1.19 Diluted earnings per share $ 0.20 $ 0.37 $ 0.83 $ 1.19 There were 371,790 stock options excluded from the three and nine months ended September 30, 2024 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock during the periods. There were 469,280 stock options excluded from the earnings per share calculation for the three and nine months ended September 30, 2023 due to the related stock option exercise price exceeding the average market price of the Company’s stock during the periods. NOTE 17: ADDITIONAL CASH FLOW INFORMATION The following is a summary of the Company’s additional cash flow information: Nine Months Ended September 30, (In thousands) 2024 2023 Interest paid $ 494,968 $ 375,536 Income taxes paid 10,085 21,915 Transfers of loans to foreclosed assets held for sale 1,415 2,596 40 NOTE 18: OTHER INCOME AND OTHER OPERATING EXPENSES Other income for the three and nine months ended September 30, 2024 was $ 8.3 million and $ 21.9 million, respectively. Other income for the three and nine months ended September 30, 2023 was $ 7.4 million and $ 28.5 million, respectively. Included in other income during the nine month period ended September 30, 2023 was a $ 4.0 million legal reserve recapture associated with previously disclosed legal matters, coupled with fair value adjustments associated with certain equity investments and death benefits from bank owned life insurance. Other operating expenses consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Professional services $ 5,554 $ 4,801 $ 15,950 $ 14,443 Postage 2,296 2,283 6,507 6,973 Telephone 1,580 1,750 4,860 5,182 Credit card expense 3,201 3,356 9,744 9,989 Marketing 7,059 5,787 20,066 18,041 Software and technology 10,970 10,707 32,585 31,299 Operating supplies 562 474 1,808 1,762 Amortization of intangibles 3,851 4,097 11,553 12,291 Branch right sizing expense 410 547 1,165 1,621 Other expense 9,057 8,780 28,167 26,993 Total other operating expenses $ 44,540 $ 42,582 $ 132,405 $ 128,594 NOTE 19: CERTAIN TRANSACTIONS From time to time, the Company and its subsidiaries have made loans, other extensions of credit, and vendor contracts to directors, officers, their associates and members of their immediate families. Additionally, some directors, officers and their associates and members of their immediate families have placed deposits with the Company’s subsidiary bank, Simmons Bank. Such loans and other extensions of credit, deposits and vendor contracts (which were not material) were made in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated persons or through a competitive bid process. Further, in management’s opinion, these extensions of credit did not involve more than normal risk of collectability or present other unfavorable features. NOTE 20: COMMITMENTS AND CREDIT RISK The Company grants agribusiness, commercial and residential loans to customers primarily throughout Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas, along with credit card loans to customers throughout the United States. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. At September 30, 2024, the Company had outstanding commitments to extend credit aggregating approximately $ 759.1 million and $ 3.96 billion for credit card commitments and other loan commitments, respectively. At December 31, 2023, the Company had outstanding commitments to extend credit aggregating approximately $ 738.2 million and $ 4.17 billion for credit card commitments and other loan commitments, respectively. As of September 30, 2024, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 27.4 million. At December 31, 2023, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 16.6 million. The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period. 41 Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $ 58.4 million and $ 54.2 million at September 30, 2024 and December 31, 2023, respectively, with terms ranging from 9 months to 15 years. At September 30, 2024 and December 31, 2023, the Company had no deferred revenue under standby letter of credit agreements. The Company has purchased letters of credit from the FHLB as security for certain public deposits. The amount of the letters of credit was $ 1.02 billion and $ 580.8 million at September 30, 2024 and December 31, 2023, respectively, and they expire in less than one year from issuance. NOTE 21: FAIR VALUE MEASUREMENTS ASC Topic 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value: • Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. Available-for-sale securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and certain other financial products. Other securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. In order to ensure the fair values are consistent with ASC Topic 820, the Company periodically checks the fair values by comparing them to another pricing source, such as Bloomberg. The availability of pricing confirms Level 2 classification in the fair value hierarchy. The third-party pricing service is subject to an annual review of internal controls. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company’s investment in U.S. Treasury securities, if any, is reported at fair value utilizing Level 1 inputs. The remainder of the Company’s available-for-sale securities are reported at fair value utilizing Level 2 inputs. 42 Mortgage loans held for sale – Mortgage loans held for sale are reported at fair value on an aggregate basis. Adjustments to fair value are recognized monthly and reflected in earnings. In determining the fair value of loans held for sale, the Company may consider outstanding investor commitments, discounted cash flow analyses with market assumptions or the fair value of the collateral if the loan is collateral dependent. Such loans are classified within either Level 2 or Level 3 of the fair value hierarchy. Where assumptions are made using significant unobservable inputs, such loans held for sale are classified as Level 3. At September 30, 2024 and December 31, 2023, the aggregate fair value of mortgage loans held for sale exceeded their cost. Derivative instruments – The Company’s derivative instruments are reported at fair value utilizing Level 2 inputs. The Company obtains fair value measurements from dealer quotes. The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023. Fair Value Measurements Using (In thousands) Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2024 Available-for-sale securities U.S. Treasury $ 1,290 $ 1,290 $ — $ — U.S. Government agencies 58,397 — 58,397 — Mortgage-backed securities 1,510,402 — 1,510,402 — State and political subdivisions 898,178 — 898,178 — Other securities 222,827 — 222,827 — Mortgage loans held for sale 8,270 — — 8,270 Derivative asset 108,170 — 108,170 — Derivative liability ( 28,397 ) — ( 28,397 ) — December 31, 2023 Available-for-sale securities U.S. Treasury $ 2,254 $ 2,254 $ — $ — U.S. Government agencies 72,502 — 72,502 — Mortgage-backed securities 1,940,307 — 1,940,307 — States and political subdivisions 902,793 — 902,793 — Other securities 234,297 — 234,297 — Mortgage loans held for sale 9,373 — — 9,373 Derivative asset 130,271 — 130,271 — Derivative liability ( 27,584 ) — ( 27,584 ) — Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Assets and liabilities measured at fair value on a nonrecurring basis include the following: Individually assessed loans (collateral-dependent) – When the Company has a specific expectation to initiate, or has initiated, foreclosure proceedings, and when the repayment of a loan is expected to be substantially dependent on the liquidation of underlying collateral, the relationship is deemed collateral-dependent. Fair value of the loan is determined by establishing an allowance for credit loss for any exposure based on the valuation of the underlying collateral. The valuation of the collateral is determined by either an independent third-party appraisal or other collateral analysis. Discounts can be made by the Company based upon the overall evaluation of the independent appraisal. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower’s underlying financial condition. Collateral values supporting the individually assessed loans are evaluated quarterly for updates to appraised values or adjustments due to non-current valuations. 43 Foreclosed assets and other real estate owned – Foreclosed assets and other real estate owned are reported at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for credit losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets and other real estate owned is estimated using Level 3 inputs based on unobservable market data. The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral-dependent loans and foreclosed assets primarily relate to the specialized discounting criteria applied to the borrower’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the collateral, as well as other factors which may affect the collectability of the loan. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for instruments measured using Level 3 inputs could occur in the future. As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount. The following table sets forth the Company’s assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of September 30, 2024 and December 31, 2023. Fair Value Measurements Using (In thousands) Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2024 Individually assessed loans (1) (2) (collateral-dependent) $ 109,648 $ — $ — $ 109,648 Foreclosed assets and other real estate owned (1) 902 — — 902 December 31, 2023 Individually assessed loans (1) (2) (collateral-dependent) $ 144,604 $ — $ — $ 144,604 Foreclosed assets and other real estate owned (1) 3,646 — — 3,646 ________________________ (1) These amounts represent the resulting carrying amounts on the consolidated balance sheets for collateral-dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period. (2) Identified reserves of $ 33.3 million and $ 18.7 million were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended September 30, 2024 and December 31, 2023, respectively. ASC Topic 825, Financial Instruments , requires disclosure in annual and interim financial statements of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. The following methods and assumptions were used to estimate the fair value of each class of financial instruments not previously disclosed. Cash and cash equivalents – The carrying amount for cash and cash equivalents approximates fair value (Level 1). Interest bearing balances due from banks – The fair value of interest bearing balances due from banks – time is estimated using a discounted cash flow calculation that applies the rates currently offered on deposits of similar remaining maturities (Level 2). Held-to-maturity securities – Fair values for held-to-maturity securities equal quoted market prices, if available, such as for highly liquid government bonds (Level 1). If quoted market prices are not available, fair values are estimated based on quoted market prices of similar securities. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things (Level 2). In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. 44 Loans – The fair value of loans is estimated by discounting the future cash flows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Additional factors considered include the type of loan and related collateral, variable or fixed rate, classification status, remaining term, interest rate, historical delinquencies, loan to value ratios, current market rates and remaining loan balance. The loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of similar loans. Estimated credit losses were also factored into the projected cash flows of the loans. The fair value of loans is estimated on an exit price basis incorporating the above factors (Level 3). Deposits – The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date (i.e., their carrying amount) (Level 2). The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities (Level 3). Federal Funds purchased, securities sold under agreement to repurchase and short-term debt – The carrying amount for federal funds purchased, securities sold under agreement to repurchase and short-term debt are a reasonable estimate of fair value (Level 2). Other borrowings – For short-term instruments, the carrying amount is a reasonable estimate of fair value. For long-term debt, rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value (Level 2). Subordinated debentures – The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities (Level 2). Accrued interest receivable/payable – The carrying amounts of accrued interest approximated fair value (Level 2). Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of a financial instrument is the current amount that would be exchanged 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. 45 The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows: Carrying Fair Value Measurements (In thousands) Amount Level 1 Level 2 Level 3 Total September 30, 2024 Financial assets: Cash and cash equivalents $ 603,402 $ 603,402 $ — $ — $ 603,402 Interest bearing balances due from banks - time 100 — 100 — 100 Held-to-maturity securities, net 3,658,700 — 3,109,610 — 3,109,610 Interest receivable 125,700 — 125,700 — 125,700 Loans, net 17,102,817 — — 16,174,963 16,174,963 Financial liabilities: Noninterest bearing transaction accounts 4,521,715 — 4,521,715 — 4,521,715 Interest bearing transaction accounts and savings deposits 10,863,945 — 10,863,945 — 10,863,945 Time deposits 6,549,774 — — 6,542,007 6,542,007 Federal funds purchased and securities sold under agreements to repurchase 51,071 — 51,071 — 51,071 Other borrowings 1,045,878 — 1,045,075 — 1,045,075 Subordinated notes and debentures 366,255 — 361,885 — 361,885 Interest payable 63,210 — 63,210 — 63,210 December 31, 2023 Financial assets: Cash and cash equivalents $ 614,092 $ 614,092 $ — $ — $ 614,092 Interest bearing balances due from banks - time 100 — 100 — 100 Held-to-maturity securities, net 3,726,288 — 3,135,370 — 3,135,370 Interest receivable 122,430 — 122,430 — 122,430 Loans, net 16,620,439 — — 15,734,766 15,734,766 Financial liabilities: Noninterest bearing transaction accounts 4,800,880 — 4,800,880 — 4,800,880 Interest bearing transaction accounts and savings deposits 10,997,425 — 10,997,425 — 10,997,425 Time deposits 6,446,673 — — 6,414,222 6,414,222 Federal funds purchased and securities sold under agreements to repurchase 67,969 — 67,969 — 67,969 Other borrowings 972,366 — 970,846 — 970,846 Subordinated notes and debentures 366,141 — 349,424 — 349,424 Interest payable 35,618 — 35,618 — 35,618 The fair value of commitments to extend credit, letters of credit and lines of credit is not presented since management believes the fair value to be insignificant. 46 NOTE 22: DERIVATIVE INSTRUMENTS The Company utilizes derivative instruments to manage exposure to various types of interest rate risk for itself and its customers within policy guidelines. Transactions should only be entered into with an associated underlying exposure. All derivative instruments are carried at fair value. Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have an investment grade credit rating and be approved by the Company’s asset/liability management committee. In arranging these products for its customers, the Company assumes additional credit risk from the customer and from the dealer counterparty with whom the transaction is undertaken. Credit risk exists due to the default credit risk created in the exchange of the payments over a period of time. Credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps with each counterparty. Access to collateral in the event of default is reasonably assured. Therefore, credit exposure may be reduced by the amount of collateral pledged by the counterparty. Hedge Structures The Company will seek to enter derivative structures that most effectively address the risk exposure and structural terms of the underlying position being hedged. The term and notional principal amount of a hedge transaction will not exceed the term or principal amount of the underlying exposure. In addition, the Company will use hedge indices which are the same as, or highly correlated to, the index or rate on the underlying exposure. Derivative credit exposure is monitored on an ongoing basis for each customer transaction and aggregate exposure to each counterparty is tracked. The Company has set a maximum outstanding notional contract amount at 25 % of the Company’s assets. Fair Value Hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. During the third quarter of 2021, the Company began utilizing interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable AFS securities. The hedging strategy converts the fixed interest rates to variable interest rates based on federal funds rates. The two year forward start date for these swaps occurred during late third quarter of 2023 and involves the payment of fixed interest rates with a weighted average of 1.21 % in exchange for variable interest rates based on federal funds rates. For the nine month period ended September 30, 2024, the net amount included in interest income on investment securities in the consolidated statements of income related to fair value hedges was $ 33.8 million. The following table summarizes the fair value hedges recorded in the accompanying consolidated balance sheets. September 30, 2024 December 31, 2023 (In thousands) Balance Sheet Location Weighted Average Pay Rate Receive Rate Notional Fair Value Notional Fair Value Derivative assets Other assets 1.21 % Federal Funds $ 1,001,715 $ 79,743 $ 1,001,715 $ 102,644 The following amounts were recorded on the balance sheet related to carrying amounts and cumulative basis adjustments for fair value hedges. Carrying Amount of Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets Line Item on the Balance Sheet (In thousands) September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023 Investment securities - Available-for-sale $ 959,342 $ 940,010 $ 80,038 $ 104,408 47 Customer Risk Management Interest Rate Swaps The Company’s qualified loan customers have the opportunity to participate in its interest rate swap program for the purpose of managing interest rate risk on their variable rate loans with the Company. The Company enters into such agreements with customers, then offsetting agreements are executed between the Company and an approved dealer counterparty to minimize market risk from changes in interest rates. The counterparty contracts are identical to customer contracts in terms of notional amounts, interest rates, and maturity dates, except for a fixed pricing spread or fee paid to the Company by the dealer counterparty. These interest rate swaps carry varying degrees of credit, interest rate and market or liquidity risks. The fair value of these derivative instruments is recognized as either derivative assets or liabilities in the accompanying consolidated balance sheets. The Company has a limited number of swaps that are standalone without a similar agreement with the loan customer. The following table summarizes the fair values of loan derivative contracts recorded in the accompanying consolidated balance sheets. September 30, 2024 December 31, 2023 (In thousands) Notional Fair Value Notional Fair Value Derivative assets $ 689,471 $ 28,427 $ 551,314 $ 27,627 Derivative liabilities 690,409 28,397 552,274 27,584 Risk Participation Agreements The Company has a limited number of Risk Participation Agreement swaps, that are associated with loan participations, where the Company is not the counterparty to the interest rate swaps that are associated with the risk participation sold. The interest rate swap mark to market only impacts the Company if the swap is in a liability position to the counterparty and the customer defaults on payments to the counterparty. The notional amount of these contingent agreements is $ 23.4 million as of September 30, 2024. Energy Hedging The Company, from time-to-time, has provided energy derivative services to qualifying, high quality oil and gas borrowers for hedging purposes. The Company has served as an intermediary on energy derivative products between the Company’s borrowers and dealers. The Company will only enter into back-to-back trades, thus maintaining a balanced book between the dealer and the borrower. The energy hedging risk exposure to the Company’s customer would increase as energy prices for crude oil and natural gas rise. As prices decrease, exposure to the exchange would increase. These risks are mitigated by customer credit underwriting policies and establishing a predetermined hedge line for each borrower and by monitoring the exchange margin. During the second quarter of 2023, the Company’s remaining energy hedge swap contracts expired and there were no outstanding notional values related to these contracts as of September 30, 2024. Currently, the Company generally does not intend to offer hedging services to any remaining energy related customers. 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders, Board of Directors and Audit Committee Simmons First National Corporation Pine Bluff, Arkansas Results of Review of Interim Financial Statements We have reviewed the consolidated balance sheet of Simmons First National Corporation (“the Company”) and subsidiaries as of September 30, 2024, and the related consolidated statements of income, comprehensive income (loss), and stockholders’ equity for the three and nine month periods ended September 30, 2024 and 2023, and cash flows for the nine month periods ended September 30, 2024 and 2023, and the related notes (collectively referred to as the “interim financial information or statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company and subsidiaries as of December 31, 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated February 27, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Basis for Review Results These interim financial statements are the responsibility of the Company’s management. 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 review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. /s/ Forvis Mazars, LLP Little Rock, Arkansas November 7, 2024 49