Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from
to
Commission file number 000-27719
Southern First Bancshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina
58-2459561
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
6 Verdae Boulevard
Greenville , S.C.
29607
(Address of principal executive offices)
(Zip Code)
864 - 679-9000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
SFST
The Nasdaq Global Market
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No
☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller Reporting Company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest practicable date: 9,471,755
shares of common stock, par value $0.01 per share, were issued and outstanding as of July 28, 2026.
Table of Contents
SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
June 30, 2026 Form 10-Q
INDEX
Page
PART I – CONSOLIDATED FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements
Consolidated Balance Sheets
3
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Shareholders’ Equity
6
Consolidated Statements of Cash Flows
7
Notes to Unaudited Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
45
Item 4.
Controls and Procedures
46
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
46
Item 1A.
Risk Factors
46
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
Item 3.
Defaults upon Senior Securities
47
Item 4.
Mine Safety Disclosures
47
Item 5.
Other Information
47
Item 6.
Exhibits
47
2
Table of Contents
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June
30,
December
31,
(dollars
in thousands, except share data)
2026
2025
(Unaudited)
(Audited)
ASSETS
Cash and cash equivalents:
Cash and due from banks
$ 30,102
27,821
Federal funds sold
259,049
183,473
Interest-bearing deposits with banks
72,483
58,289
Total cash and cash equivalents
361,634
269,583
Investment securities:
Investment securities available for sale
144,388
127,730
Other investments
20,484
20,063
Total investment securities
164,872
147,793
Mortgage loans held for sale
8,594
11,569
Loans
4,030,255
3,845,124
Less allowance for credit losses
( 44,232 )
( 42,280 )
Loans, net
3,986,023
3,802,844
Bank owned life insurance
56,677
55,775
Property and equipment, net
88,006
83,465
Deferred income taxes, net
13,946
13,702
Other assets
20,419
18,763
Total assets
$ 4,700,171
4,403,494
LIABILITIES
Deposits
$ 3,935,452
3,716,803
Federal Home Loan Bank advances and other borrowings
240,000
240,000
Subordinated debentures
13,403
24,903
Other liabilities
59,048
53,131
Total liabilities
4,247,903
4,034,837
SHAREHOLDERS’ EQUITY
Preferred stock, par value $ .01 per share, 10,000,000 shares authorized
-
-
Common stock, par value $ .01 per share, 20,000,000 shares authorized, 9,468,467 and 8,213,328 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.
95
82
Nonvested restricted stock
( 912 )
( 1,338 )
Additional paid-in capital
188,932
125,924
Accumulated other comprehensive loss
( 8,372 )
( 7,454 )
Retained earnings
272,525
251,443
Total shareholders’ equity
452,268
368,657
Total liabilities and shareholders’ equity
$ 4,700,171
4,403,494
See notes to consolidated financial statements that are an integral part
of these consolidated statements.
3
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the three months
For the six months
ended
June 30,
ended
June 30,
(dollars
in thousands, except share data)
2026
2025
2026
2025
Interest income
Loans
$ 53,077
48,992
104,334
96,077
Investment securities
1,504
1,357
2,903
2,760
Federal funds sold and interest-bearing deposits with banks
3,550
1,969
5,505
3,128
Total interest income
58,131
52,318
112,742
101,965
Interest expense
Deposits
23,094
24,300
44,791
47,869
Borrowings
2,667
2,723
5,322
5,418
Total interest expense
25,761
27,023
50,113
53,287
Net interest income
32,370
25,295
62,629
48,678
Provision for credit losses
1,025
700
2,325
1,450
Net interest income after provision for credit losses
31,345
24,595
60,304
47,228
Noninterest income
Mortgage banking income
1,323
1,569
2,816
2,993
Service fees on deposit accounts
866
567
1,621
1,106
ATM and debit card income
651
586
1,238
1,138
Income from bank owned life insurance
457
413
902
816
Other income
211
199
470
394
Total noninterest income
3,508
3,334
7,047
6,447
Noninterest expenses
Compensation and benefits
12,252
11,674
24,232
22,978
Occupancy
2,551
2,523
5,042
5,071
Outside service and data processing
2,416
2,189
4,683
4,226
Insurance
858
910
1,749
1,919
Professional fees
782
609
1,456
1,118
Marketing
423
397
822
771
Other
1,111
1,034
2,423
2,088
Total noninterest expenses
20,393
19,336
40,407
38,171
Income before income tax expense
14,460
8,593
26,944
15,504
Income tax expense
3,265
2,012
5,862
3,657
Net income
$ 11,195
6,581
21,082
11,847
Earnings per common share
Basic
$ 1.22
0.81
2.43
1.46
Diluted
1.20
0.81
2.39
1.46
Weighted average common shares outstanding
Basic
9,184,699
8,118,895
8,676,877
8,098,737
Diluted
9,318,515
8,133,789
8,808,517
8,122,215
See notes to consolidated financial statements
that are an integral part of these consolidated statements.
4
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
For
the three months
ended June 30,
For
the six months
ended June 30,
(dollars
in thousands)
2026
2025
2026
2025
Net income
$ 11,195
6,581
21,082
11,847
Other comprehensive income (loss):
Unrealized gain (loss) on securities available for sale:
Unrealized holding gain (loss) arising during the period, pretax
( 642 )
516
( 1,162 )
2,358
Tax benefit (expense)
135
( 109 )
244
( 495 )
Other comprehensive income (loss)
( 507 )
407
( 918 )
1,863
Comprehensive income
$ 10,688
6,988
20,164
13,710
See notes to consolidated financial statements
that are an integral part of these consolidated statements.
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Accumulated other comprehensive income
(loss)
Retained
earnings
For
the three months ended June 30,
Additional
paid-in capital
Common
stock
Preferred
stock
Nonvested
restricted
Additional
paid-in
Accumulated
other
comprehensive
Retained
(dollars in thousands,
except share data)
Shares
Amount
Shares
Amount
stock
capital
income
(loss)
earnings
Total
March 31, 2025
8,168,865
$ 82
-
$ -
$ ( 3,372 )
$ 124,561
$ ( 10,016 )
$ 226,343
$ 337,598
Net income
-
-
-
-
-
-
-
6,581
6,581
Proceeds from exercise of stock options
13,000
-
-
-
-
306
-
-
306
Restricted shares withheld for taxes
( 1,150 )
-
-
-
-
( 35 )
-
-
( 35 )
Share-based compensation expense, net of forfeitures
-
-
-
-
598
7
-
-
605
Other comprehensive income
-
-
-
-
-
-
407
-
407
June 30, 2025
8,180,715
$ 82
-
$ -
$ ( 2,774 )
$ 124,839
$ ( 9,609 )
$ 232,924
$ 345,462
March 31, 2026
8,247,665
$ 82
-
$ -
$ ( 1,302 )
$ 127,168
$ ( 7,865 )
$ 261,330
$ 379,413
Net income
-
-
-
-
-
-
-
11,195
11,195
Net issuance of common stock
1,207,500
13
-
-
-
61,262
-
-
61,275
Proceeds from exercise of stock options
6,000
-
-
-
-
239
-
-
239
Net issuance of restricted stock
8,150
-
-
-
( 312 )
312
-
-
-
Restricted shares withheld for taxes
( 848 )
-
-
-
-
( 49 )
-
-
( 49 )
Share-based compensation expense, net of forfeitures
-
-
-
-
702
-
-
-
702
Other comprehensive loss
-
-
-
-
-
-
( 507 )
-
( 507 )
June 30, 2026
9,468,467
$ 95
-
$ -
$ ( 912 )
$ 188,932
$ ( 8,372 )
$ 272,525
$ 452,268
For
the six months ended June 30,
Common stock
Preferred stock
Nonvested
restricted
Additional
paid-in
Accumulated
other
comprehensive
Retained
(dollars in thousands,
except share data)
Shares
Amount
Shares
Amount
stock
capital
income
(loss)
earnings
Total
December 31, 2024
8,164,872
$ 82
-
-
$ ( 3,884 )
$ 124,641
$ ( 11,472 )
$ 221,077
$ 330,444
Net income
-
-
-
-
-
-
-
11,847
11,847
Proceeds from exercise of stock options
25,500
-
-
-
-
516
-
-
516
Restricted shares withheld for taxes
( 9,657 )
-
-
-
-
( 350 )
-
-
( 350 )
Share-based compensation expense, net of forfeitures
-
-
-
-
1,110
32
-
-
1,142
Other comprehensive income
-
-
-
-
-
-
1,863
-
1,863
June 30, 2025
8,180,715
$ 82
-
$ -
$ ( 2,774 )
$ 124,839
$ ( 9,609 )
$ 232,924
$ 345,462
December 31, 2025
8,213,328
$ 82
-
$ -
$ ( 1,338 )
$ 125,924
$ ( 7,454 )
$ 251,443
$ 368,657
Net income
-
-
-
-
-
-
-
21,082
21,082
Net issuance of common stock
1,207,500
13
-
-
-
61,262
-
-
61,275
Proceeds from exercise of stock options
41,750
-
-
-
-
1,538
-
-
1,538
Net issuance of restricted stock
18,302
-
-
-
( 899 )
899
-
-
-
Restricted shares withheld for taxes
( 12,413 )
-
-
-
-
( 691 )
-
-
( 691 )
Share-based compensation expense, net of forfeitures
-
-
-
-
1,325
-
-
-
1,325
Other comprehensive loss
-
-
-
-
-
-
( 918 )
-
( 918 )
June 30, 2026
9,468,467
$ 95
-
$ -
$ ( 912 )
$ 188,932
$ ( 8,372 )
$ 272,525
$ 452,268
Nonvested restricted stock
See notes
to consolidated financial statements that are an integral part of these consolidated statements.
6
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SOUTHERN FIRST BANCSHARES,
INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the
six months ended
June 30,
(dollars
in thousands)
2026
2025
Operating activities
Net income
$ 21,082
11,847
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses
2,325
1,450
Depreciation and other amortization
1,901
2,297
Accretion and amortization of securities discounts and premium, net
( 175 )
221
Net change in operating leases
270
48
Gain on sale of real estate owned
( 3 )
-
Stock-based compensation expense
1,325
1,142
Gain on sale of loans held for sale
( 2,916 )
( 2,813 )
Loans originated and held for sale
( 102,396 )
( 102,716 )
Proceeds from sale of loans held for sale
108,287
99,355
Increase in cash surrender value of bank owned life insurance
( 902 )
( 816 )
Decrease in deferred tax asset
-
1
(Increase) decrease in other assets
( 556 )
2,450
Increase in other liabilities
576
5,591
Net cash provided by operating activities
28,818
18,057
Investing activities
Increase (decrease) in cash realized from:
Increase in loans, net
( 186,905 )
( 115,378 )
Purchase of property and equipment
( 1,596 )
( 221 )
Purchase of investment securities:
Available for sale
( 25,471 )
-
Other investments
( 421 )
( 24 )
Payments and maturities, calls and repayments of investment securities:
Available for sale
7,826
5,397
Other investments
-
( 392 )
Proceeds from the sale of real estate acquired in settlement of loans
529
-
Net cash used for investing activities
( 206,038 )
( 110,618 )
Financing activities
Increase (decrease) in cash realized from:
Increase in deposits, net
218,649
200,564
Repayment of subordinated debentures
( 11,500 )
-
Proceeds from issuance of common stock
61,275
-
Proceeds from the exercise of stock options
1,538
516
Restricted shares withheld for taxes
( 691 )
( 350 )
Net cash provided by financing activities
269,271
200,730
Net increase in cash and cash equivalents
92,051
108,169
Cash and cash equivalents at beginning of the period
269,583
162,863
Cash and cash equivalents at end of the period
$ 361,634
271,032
Supplemental information
Cash paid for
Interest
$ 50,288
52,945
Income taxes
7,066
4,654
Schedule of non-cash transactions
Unrealized (loss) gain on securities, net of income taxes
( 918 )
1,863
Foreclosure of other real estate
1,626
275
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
5,761
-
See notes to consolidated financial statements
that are an integral part of these consolidated statements.
7
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SOUTHERN FIRST BANCSHARES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Summary of Significant Accounting Policies
Nature of Business
Southern First Bancshares, Inc. (the “Company”)
is a South Carolina corporation that owns all of the capital stock of Southern First Bank (the “Bank”) and all of the stock
of Greenville First Statutory Trusts I and II (collectively, the “Trusts”). The Trusts are special purpose non-consolidated
entities organized for the sole purpose of issuing trust preferred securities. The Bank’s primary federal regulator is the Federal
Deposit Insurance Corporation (the “FDIC”). The Bank is also regulated and examined by the South Carolina Board of Financial
Institutions. The Bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the FDIC, and
providing commercial, consumer and mortgage loans to the general public.
Basis of Presentation
The accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 2026 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2026. For further information, refer to the consolidated financial statements and footnotes thereto included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the U.S. Securities and Exchange
Commission (“SEC”) on February 24, 2026. The consolidated financial statements include the accounts of the Company and the
Bank. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
810, “Consolidation,” the financial statements related to the Trusts have not been consolidated.
Risks and Uncertainties
In the normal course of its business, the Company
is subject to economic and regulatory risks. The principal economic risks inherent in the Company’s business include interest rate
risk, credit risk, liquidity risk and market risk. Interest rate risk arises from changes in market interest rates and from differences
in the repricing and maturity characteristics of the Company’s interest-earning assets and interest-bearing liabilities. Credit
risk is the risk of loss arising from a borrower’s inability or unwillingness to satisfy contractual repayment obligations. Liquidity
risk is the risk that the Company may be unable to meet cash flow needs, fund loan demand, satisfy depositor withdrawal requests or otherwise
operate on a cost-effective basis in the ordinary course of business. Market risk reflects changes in the value of collateral securing
loans, the valuation of real estate held by the Company, the fair value of investment securities and loans, and broader changes in financial
market conditions. The Company also operates in a highly regulated industry and may be affected by changes in laws, regulations, regulatory
expectations and supervisory practices.
The Federal Reserve has stated that economic activity
is expanding at a solid pace despite elevated uncertainty and that inflation remains elevated relative to its 2% objective, in part reflecting
supply shocks affecting certain sectors, including energy. Changes in interest rates, inflation, economic growth, employment conditions,
trade and tariff policies, energy prices, supply disruptions, geopolitical developments and other domestic and international events may
affect loan demand, deposit levels and funding costs, asset quality, borrower repayment capacity and the value of financial assets. In
addition, credit conditions in certain sectors, including commercial real estate, continue to warrant close attention, particularly as
loans mature and borrowers face refinancing risk. The extent to which these factors, as well as any related legislative, regulatory or
supervisory responses, may adversely affect the Company’s business, financial condition, results of operations and cash flows remains
uncertain.
The Company is subject to the regulations of various
governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations
by the regulatory agencies, which may subject the Company to changes with respect to the valuation of assets, the amount of required credit
8
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loss allowance and operating restrictions resulting from the regulators’ judgments based on information available to them at the
time of their examinations.
The Bank makes loans to individuals and businesses
in the Upstate, Midlands, and Lowcountry regions of South Carolina as well as the Triangle, Triad and Charlotte regions of North Carolina
and Atlanta, Georgia for various personal and commercial purposes. The Bank’s loan portfolio has a concentration of real estate
loans. As of June 30, 2026 and December 31, 2025, real estate loans represented 81.0 % and 82.8 %, respectively, of total loans. However,
borrowers’ ability to repay their loans is not dependent upon any specific economic sector.
As of June 30, 2026, the Company’s and the
Bank’s capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to
withstand an extended economic recession, our reported and regulatory capital ratios could be adversely impacted by future credit losses.
The Company maintains access to multiple sources
of liquidity, including a $ 15.0 million holding company line of credit with another bank which could be used to support capital ratios
at the subsidiary bank. As of June 30, 2026, the $ 15.0 million line was unused.
Use of Estimates
The preparation of consolidated financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of
income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the determination of the allowance for credit losses, real estate acquired
in the settlement of loans, fair value of financial instruments, and valuation of deferred tax assets.
Change in Accounting Estimate
During
the first quarter of 2025, the Company changed its methodology for estimating the allowance for credit losses (“ACL”) on loans
by transitioning from a lifetime probability of default and loss given default model to a discounted cash flow (“DCF”) approach.
The Company transitioned to the DCF method as it allows for a better estimation of credit losses through customization among the various
inputs by loan segmentation. The DCF model uses regression techniques that relate one or more economic factors to the default rate of
various portfolios to build reasonable and supportable forecasts to estimate future losses. The Company determined that the national gross
domestic product and unemployment rate were the two economic factors which had the greatest correlation to historical performance for
use in the forecasted portion of the model. In addition, the transition to the DCF model allowed the Company to reduce its reliance on
qualitative factors and to analyze them on a more granular level, such as by segment. The refinement represents a change in accounting
estimate under ASC Topic 250, Accounting Changes and Error Corrections , with prospective application
beginning in the period of change. This change in accounting estimate did not have a material effect on the Company’s financial
statements.
Reclassifications
Certain amounts, previously reported, have been
reclassified to present all periods on a comparable basis and such reclassification had no effect on shareholders’ equity or net
income.
Subsequent Events
Subsequent
events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent
events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including
the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence
about conditions that did not exist at the date of the balance sheet but arose after that date.
Newly
Issued, But Not Yet Effective Accounting Standards
In November
2024, the FASB amended the Income Statement – Reporting Comprehensive Income topic in the Accounting Standards Codification to require
public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the
financial statements. The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods
beginning after
9
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December 15, 2027. Early adoption is permitted. The Company will apply the amendments retrospectively to all prior periods
presented in the financial statements. The Company does not expect these amendments to have a material effect on its financial statements.
In December
2025, the FASB amended the Interim Reporting topic in the Accounting Standards Codification to clarify current interim reporting requirements.
The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption
is permitted. The amendments may be applied either prospectively or retrospectively to any or all prior periods presented in the financial
statements. The Company does not expect these amendments to have a material effect on its financial statements.
NOTE 2 – Investment Securities
The amortized costs and fair value of investment
securities are as follows:
Schedule of amortized costs and fair value of investment securities
June 30, 2026
Amortized
Gross Unrealized
Fair
(dollars in thousands) Corporate bonds [Member]
Cost
Gains
Losses
Value
Available for sale Asset-backed securities [Member]
Corporate bonds
$ 1,692
-
109
1,583
US government agencies US government agencies [Member]
12,635
34
1,036
11,633
State and political subdivisions State and political subdivisions [Member]
19,820
-
2,109
17,711
Asset-backed securities
12,258
6
114
12,150
Mortgage-backed securities Mortgage-backed securities [Member]
108,580
9
7,278
101,311
Total investment securities available for sale
$ 154,985
49
10,646
144,388
December 31, 2025
Amortized
Gross Unrealized
Fair
Cost
Gains
Losses
Value
Available for sale
Corporate bonds
$ 1,703
-
103
1,600
US government agencies
13,225
33
980
12,278
State and political subdivisions
19,934
-
2,064
17,870
Asset-backed securities
16,505
32
118
16,419
Mortgage-backed securities
85,798
14
6,249
79,563
Total investment securities available for sale
$ 137,165
79
9,514
127,730
Contractual maturities and yields on the Company’s
investment securities at June 30, 2026 and December 31, 2025 are shown in the following table. Expected maturities may differ from contractual
maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
10
Table of Contents
Schedule of maturities and yields on the company’s investment securities
June 30, 2026
Less than one year
One to five years
Five to ten years
Over ten years
Total
(dollars in thousands)
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Available for sale
Corporate bonds Corporate bonds [Member]
$ -
-
$ 1,583
2.04 %
$ -
-
$ -
-
$ 1,583
2.04 %
US government agencies US government agencies [Member]
-
-
4,833
1.37 %
6,800
4.02 %
-
-
11,633
2.92 %
State and political subdivisions State and political subdivisions [Member]
-
-
3,439
1.61 %
4,579
2.27 %
9,693
2.12 %
17,711
2.06 %
Asset-backed securities Asset-backed securities [Member]
-
-
-
-
-
-
12,150
4.69 %
12,150
4.69 %
Mortgage-backed securities Mortgage-backed securities [Member]
21
2.21 %
6,820
3.62 %
14,871
3.42 %
79,599
4.09 %
101,311
3.96 %
Total investment securities Total investment securities [Member]
$ 21
2.21 %
$ 16,675
2.40 %
$ 26,250
3.37 %
$ 101,442
3.41 %
$ 144,388
3.68 %
December 31, 2025
Less than one year
One to five years
Five to ten years
Over ten years
Total
(dollars in thousands)
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Available for sale
Corporate bonds
$ -
-
$ 1,600
2.04 %
$ -
-
$ -
-
$ 1,600
2.04 %
US government agencies
-
-
4,871
1.37 %
7,407
4.39 %
-
-
12,278
3.20 %
State and political subdivisions
-
-
2,561
1.62 %
5,565
2.21 %
9,744
2.41 %
17,870
2.23 %
Asset-backed securities
-
-
-
-
3,486
5.19 %
12,933
5.12 %
16,419
5.14 %
Mortgage-backed securities
19
2.37 %
2,229
1.70 %
9,272
2.74 %
68,043
4.17 %
79,563
3.93 %
Total investment securities
$ 19
2.37 %
$ 11,261
1.59 %
$ 25,730
3.43 %
$ 90,720
4.12 %
$ 127,730
3.76 %
The tables below summarize gross unrealized losses
on investment securities and the fair market value of the related securities at June 30, 2026 and December 31, 2025, aggregated by investment
category and length of time that individual securities have been in a continuous unrealized loss position.
Schedule of gross unrealized losses on investment securities and fair market value of related securities
June 30, 2026
Less than 12 months
12 months or longer
Total
(dollars in thousands)
#
Fair
value
Unrealized
losses
#
Fair
value
Unrealized
losses
#
Fair
value
Unrealized
losses
Available for sale
Corporate bonds
-
$ -
$ -
1
$ 1,583
$ 109
1
$ 1,583
$ 109
US government agencies
-
-
-
7
8,312
1,036
7
8,312
1,036
State and political subdivisions
-
-
-
29
17,711
2,109
29
17,711
2,109
Asset-backed securities
1
2,224
7
3
7,330
107
4
9,554
114
Mortgage-backed securities
20
60,948
1,118
54
36,650
6,160
74
97,598
7,278
Total investment securities
21
$ 63,172
$ 1,125
94
$ 71,586
$ 9,521
115
$ 134,758
$ 10,646
December 31, 2025
Less than 12 months
12 months or longer
Total
(dollars in thousands)
#
Fair
value
Unrealized
losses
#
Fair
value
Unrealized
losses
#
Fair
value
Unrealized
losses
Available for sale
Corporate bonds
-
$ -
$ -
1
$ 1,600
$ 103
1
$ 1,600
$ 103
US government agencies
-
-
-
7
8,367
980
7
8,367
980
State and political subdivisions
-
-
-
29
17,870
2,064
29
17,870
2,064
Asset-backed securities
3
4,483
22
2
6,035
96
5
10,518
118
Mortgage-backed securities
7
34,538
163
57
42,546
6,086
64
77,084
6,249
Total investment securities
10
$ 39,021
$ 185
96
$ 76,418
$ 9,329
106
$ 115,439
$ 9,514
11
Table of Contents
At June 30, 2026, the Company had 115 individual
investments that were in an unrealized loss position. The unrealized losses were primarily attributable to changes in interest rates,
rather than deterioration in credit quality and the issuers of these securities continue to make timely principal and interest payments
under the contractual terms of the securities. The Company does not intend to sell these securities, and it is more likely than not that
the Company will not be required to sell these securities before recovery of the amortized cost. Additional information related to the
types of securities held at June 30, 2026, other than securities issued or guaranteed by US government entities or agencies including
US Treasuries and substantially all of the Company’s mortgage-backed securities, is as follows:
Corporate securities – The Company has one
holding in corporate debt securities for which there have been no payment defaults.
State and political subdivisions – All of
the Company’s holdings of municipal bonds were investment grade and there have been no payment defaults. All of these securities
have been rated A+ or higher by Moody’s or Standard & Poor’s or Fitch.
Asset-backed securities – There were four
investment grade asset-backed securities, and there have been no payment defaults on these securities.
As such, there is no allowance for credit losses
on available for sale securities recognized as of June 30, 2026.
Other investments are comprised of the following and are recorded at
cost which approximates fair value.
Schedule of other investments
(dollars in thousands)
June 30, 2026
December 31, 2025
Federal Home Loan Bank stock
$ 14,796
14,540
Other nonmarketable investments
5,285
5,120
Investment in Trust Preferred subsidiaries
403
403
Total other investments
$ 20,484
20,063
The Company has evaluated other investments for
impairment and determined that the other investments are not impaired as of June 30, 2026 and December 31, 2025 and ultimate recoverability
of the par value of the investments is probable. All of the FHLB stock is used to collateralize advances to the FHLB.
At June 30, 2026 and December 31, 2025, there were
no securities pledged as collateral for repurchase agreements from brokers.
NOTE 3 – Mortgage Loans Held for Sale
Mortgage loans originated and intended for sale
in the secondary market are reported as loans held for sale and carried at fair value under the fair value option with changes in fair
value recognized in current period earnings. Loans held for sale and their fair values are estimated using observable quoted market or
contracted prices or market price equivalents, which would be used by other market participants. At the date of funding of the mortgage
loan held for sale, the funded amount of the loan, the related derivative asset or liability of the associated interest rate lock commitment,
less direct loan costs becomes the initial recorded investment in the loan held for sale. Such amount approximates the fair value of the
loan. At June 30, 2026, mortgage loans held for sale totaled $ 8.6 million compared to $ 11.6 million at December 31, 2025.
12
Table of Contents
NOTE 4 – Loans and Allowance for Credit
Losses
The following table summarizes the composition
of our loan portfolio. Total gross loans are recorded net of deferred loan fees and costs, which totaled $ 5.6 million as of June 30, 2026
and December 31, 2025.
Schedule of composition of our loan portfolio
Owner occupied RE [Member]
June 30, 2026
December 31, 2025
(dollars in thousands) Commercial [Member]
Amount
% of Total
Amount
% of Total
Commercial
Owner occupied real estate (“RE”)
$ 755,419
18.7 %
$ 736,979
19.2 %
Non-owner occupied RE Owner occupied RE [Member]
967,698
24.0 %
956,812
24.9 %
Construction Construction [Member]
66,105
1.6 %
63,666
1.7 %
Business
713,017
17.7 %
619,667
16.0 %
Total commercial loans Consumer [Member]
2,502,239
62.0 %
2,377,124
61.8 %
Consumer
Real estate Real estate [Member]
1,167,282
29.0 %
1,153,285
30.0 %
Home equity Home equity [Member]
273,017
6.8 %
248,685
6.5 %
Construction Non-owner occupied RE [Member]
36,371
0.9 %
24,997
0.6 %
Other Other [Member]
51,346
1.3 %
41,033
1.1 %
Total consumer loans
1,528,016
38.0 %
1,468,000
38.2 %
Total gross loans, net of deferred fees
4,030,255
100.0 %
3,845,124
100.0 %
Less—allowance for credit losses
( 44,232 )
( 42,280 )
Total loans, net
$ 3,986,023
$ 3,802,844
Maturities and Sensitivity of Loans to Changes in Interest Rates
The information in the following tables summarizes
the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans,
including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval,
as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers
have the right to prepay obligations with or without prepayment penalties.
Schedule of loan maturity distribution by type and related interest rate
June 30, 2026
(dollars in thousands)
One year
or less
After one
but within
five years
After five but
within fifteen
years
After
fifteen
years
Total
Commercial
Owner occupied RE
$ 42,286
359,275
336,375
17,483
755,419
Non-owner occupied RE
144,483
633,640
174,150
15,425
967,698
Construction
23,326
27,401
15,378
-
66,105
Business
162,903
398,046
149,731
2,337
713,017
Total commercial loans
372,998
1,418,362
675,634
35,245
2,502,239
Consumer
Real estate
22,820
110,592
200,666
833,204
1,167,282
Home equity
5,116
32,483
231,425
3,993
273,017
Construction
30,308
2,857
3,206
-
36,371
Other
12,661
33,776
4,234
675
51,346
Total consumer loans
70,905
179,708
439,531
837,872
1,528,016
Total gross loans, net of deferred fees
$ 443,903
1,598,070
1,115,165
873,117
4,030,255
13
Table of Contents
December 31, 2025
(dollars in thousands)
One year
or less
After one
but within
five years
After five
but within
fifteen years
After
fifteen
years
Total
Commercial
Owner occupied RE
$ 49,286
294,424
374,220
19,049
736,979
Non-owner occupied RE
160,526
588,542
190,475
17,269
956,812
Construction
17,357
27,808
18,501
-
63,666
Business
139,003
349,904
127,474
3,286
619,667
Total commercial loans
366,172
1,260,678
710,670
39,604
2,377,124
Consumer
Real estate
26,591
115,347
218,489
792,858
1,153,285
Home equity
6,073
36,692
201,872
4,048
248,685
Construction
19,053
1,379
4,565
-
24,997
Other
5,548
30,433
4,406
646
41,033
Total consumer loans
57,265
183,851
429,332
797,552
1,468,000
Total gross loans, net of deferred fees
$ 423,437
1,444,529
1,140,002
837,156
3,845,124
The following
table summarizes loans due after one year (i.e., excluding loans due one year or less), by category and by interest rate type.
Schedule of loans due after one year by category
June 30, 2026
December 31, 2025
Interest Rate
Interest Rate
(dollars in thousands)
Fixed
Floating or
Adjustable
Fixed
Floating or
Adjustable
Commercial
Owner occupied RE
$ 647,368
65,765
$ 630,228
57,465
Non-owner occupied RE
683,524
139,691
682,360
113,926
Construction
12,511
30,268
11,455
34,854
Business
299,411
250,703
285,215
195,449
Total commercial loans
1,642,814
486,427
1,609,258
401,694
Consumer
Real estate
915,575
228,887
963,817
162,877
Home equity
8,498
259,403
8,789
233,823
Construction
6,063
-
5,944
-
Other
8,302
30,383
9,100
26,385
Total consumer loans
938,438
518,673
987,650
423,085
Total gross loans, net of deferred fees
$ 2,581,252
1,005,100
$ 2,596,908
824,779
Credit Quality Indicators
The Company tracks credit quality based on its
internal risk ratings. Upon origination, a loan is assigned an initial risk grade, which is generally based on several factors such as
the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. After loans are initially graded, they are
monitored regularly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes
in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading
policies are consistent throughout each loan type.
A description of the general characteristics of
the risk grades is as follows:
· Pass— A pass loan ranges from minimal to
average credit risk; however, it still has acceptable credit risk.
· Watch—A watch loan exhibits above average
credit risk due to minor weaknesses and warrants closer scrutiny by management.
14
Table of Contents
· Special mention—A special mention loan 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 loan or the institution’s credit position at some future date.
· Substandard—A substandard loan is inadequately
protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must
have a well-defined weakness, or weaknesses, which may jeopardize the liquidation of the debt. A substandard loan is characterized by
the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
· Doubtful—A doubtful loan has all of the
weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation
in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.
15
Table of Contents
The following table presents loan balances classified by credit quality
indicators by year of origination as of June 30, 2026.
Schedule of classified
by credit quality indicators by year of origination
June
30, 2026
(dollars in thousands)
2026
2025
2024
2023
2022
Prior
Revolving
Revolving
Converted
to Term
Total
Commercial
Owner occupied RE
Pass
$ 59,742
99,307
56,797
32,760
169,821
289,389
61
-
707,877
Watch
938
2,036
432
5,531
2,807
12,752
-
-
24,496
Special Mention
-
3,501
-
1,229
12,245
3,404
-
-
20,379
Substandard
-
2,166
-
-
248
253
-
-
2,667
Total Owner occupied RE
60,680
107,010
57,229
39,520
185,121
305,798
61
-
755,419
Non-owner occupied RE
Pass
84,361
74,619
49,444
59,301
272,554
370,525
2,358
-
913,162
Watch
-
-
490
968
21,429
19,904
-
-
42,791
Special Mention
-
-
267
476
-
7,678
-
-
8,421
Substandard
-
-
-
-
1,294
2,030
-
-
3,324
Total Non-owner occupied
RE
84,361
74,619
50,201
60,745
295,277
400,137
2,358
-
967,698
Construction
Pass
13,408
29,605
15,762
-
2,911
42
-
-
61,728
Watch
-
-
-
-
2,517
1,860
-
-
4,377
Total Construction
13,408
29,605
15,762
-
5,428
1,902
-
-
66,105
Business
Pass
75,599
108,185
39,260
40,000
89,837
61,212
248,694
1,626
664,413
Watch
-
3,397
638
442
2,132
24,061
7,174
73
37,917
Special Mention
-
58
649
722
652
632
6,255
-
8,968
Substandard
-
546
-
626
-
72
475
-
1,719
Total Business
75,599
112,186
40,547
41,790
92,621
85,977
262,598
1,699
713,017
Current
period gross write-offs
-
-
-
-
-
-
( 174 )
-
( 174 )
Total Commercial loans
234,048
323,420
163,739
142,055
578,447
793,814
265,017
1,699
2,502,239
Consumer
Real estate
Pass
95,491
129,857
53,364
105,691
239,100
495,721
-
-
1,119,224
Watch
194
99
392
4,169
5,235
15,393
-
-
25,482
Special Mention
-
187
879
2,329
5,087
9,087
-
-
17,569
Substandard
-
-
1,295
1,244
626
1,842
-
-
5,007
Total Real estate
95,685
130,143
55,930
113,433
250,048
522,043
-
-
1,167,282
Current
period gross write-offs
-
-
( 28 )
-
-
-
-
-
( 28 )
Home equity
Pass
-
-
-
-
-
-
258,583
-
258,583
Watch
-
-
-
-
-
-
8,643
-
8,643
Special Mention
-
-
-
-
-
-
5,347
-
5,347
Substandard
-
-
-
-
-
-
444
-
444
Total Home equity
-
-
-
-
-
-
273,017
-
273,017
Construction
Pass
10,503
21,428
1,547
-
-
-
642
-
34,120
Watch
-
194
-
2,057
-
-
-
-
2,251
Total Construction
10,503
21,622
1,547
2,057
-
-
642
-
36,371
Other
Pass
3,131
4,451
540
520
901
1,224
39,367
-
50,134
Watch
-
19
109
24
15
408
230
-
805
Special
Mention
-
8
21
4
311
45
18
-
407
Total Other
3,131
4,478
670
548
1,227
1,677
39,615
-
51,346
Current
period gross write-offs
-
( 4 )
-
-
-
( 22 )
( 5 )
-
( 31 )
Total Consumer loans
109,319
156,243
58,147
116,038
251,275
523,720
313,274
-
1,528,016
Total loans
$ 343,367
479,663
221,886
258,093
829,722
1,317,534
578,291
1,699
4,030,255
Total
Current period gross write-offs
-
( 4 )
( 28 )
-
-
( 22 )
( 179 )
-
( 233 )
16
Table of Contents
The following table presents loan balances classified by credit quality
indicators by year of origination as of December 31, 2025.
December
31, 2025
(dollars in thousands)
2025
2024
2023
2022
2021
Prior
Revolving
Revolving
Converted
to Term
Total
Commercial
Owner occupied RE
Pass
$ 109,796
62,028
36,348
187,991
120,627
187,495
100
596
704,981
Watch
2,062
438
5,833
5,734
2,249
9,929
-
-
26,245
Special Mention
2,070
-
-
-
-
3,424
-
-
5,494
Substandard
-
-
-
259
-
-
-
-
259
Total Owner occupied RE
113,928
62,466
42,181
193,984
122,876
200,848
100
596
736,979
Non-owner occupied RE
Pass
75,982
60,413
61,961
302,086
142,876
255,478
760
1,012
900,568
Watch
-
618
1,653
13,553
13,886
9,453
-
-
39,163
Special Mention
-
144
-
-
190
7,586
-
-
7,920
Substandard
-
-
-
2,244
-
6,917
-
-
9,161
Total Non-owner occupied
RE
75,982
61,175
63,614
317,883
156,952
279,434
760
1,012
956,812
Construction
Pass
23,211
28,284
-
7,921
53
-
-
-
59,469
Watch
-
-
-
1,766
2,431
-
-
-
4,197
Total Construction
23,211
28,284
-
9,687
2,484
-
-
-
63,666
Business
Pass
109,351
42,578
44,987
100,908
28,743
55,659
210,992
465
593,683
Watch
799
719
1,180
3,006
2,186
4,090
8,675
402
21,057
Special Mention
71
652
-
621
-
664
1,807
-
3,815
Substandard
149
-
627
-
-
74
262
-
1,112
Total Business
110,370
43,949
46,794
104,535
30,929
60,487
221,736
867
619,667
Current
period gross write-offs
-
-
-
-
-
( 78 )
( 213 )
-
( 291 )
Total Commercial loans
323,491
195,874
152,589
626,089
313,241
540,769
222,596
2,475
2,377,124
Consumer
Real estate
Pass
136,015
58,846
125,186
254,815
248,173
276,765
-
-
1,099,800
Watch
1,076
1,237
5,045
6,351
7,899
8,092
-
-
29,700
Special Mention
193
489
1,513
5,158
2,434
7,568
-
-
17,355
Substandard
-
1,118
1,034
647
715
2,916
-
-
6,430
Total Real estate
137,284
61,690
132,778
266,971
259,221
295,341
-
-
1,153,285
Home equity
Pass
-
-
-
-
-
-
232,962
-
232,962
Watch
-
-
-
-
-
-
8,730
-
8,730
Special Mention
-
-
-
-
-
-
5,501
-
5,501
Substandard
-
-
-
-
-
-
1,492
-
1,492
Total Home equity
-
-
-
-
-
-
248,685
-
248,685
Construction
Pass
20,031
2,308
-
-
-
-
648
-
22,987
Watch
-
-
2,010
-
-
-
-
-
2,010
Total Construction
20,031
2,308
2,010
-
-
-
648
-
24,997
Other
Pass
5,048
623
586
1,062
340
1,102
31,027
-
39,788
Watch
23
134
34
24
322
109
135
-
781
Special
Mention
13
26
5
316
47
38
19
-
464
Total Other
5,084
783
625
1,402
709
1,249
31,181
-
41,033
Current
period gross write-offs
( 30 )
-
-
-
( 20 )
-
( 10 )
-
( 60 )
Total Consumer loans
162,399
64,781
135,413
268,373
259,930
296,590
280,514
-
1,468,000
Total loans
$ 485,890
260,655
288,002
894,462
573,171
837,359
503,110
2,475
3,845,124
Total
Current period gross write-offs
( 30 )
-
-
-
( 20 )
( 78 )
( 223 )
-
( 351 )
17
Table of Contents
The following tables present loan balances by age and payment status.
Schedule of loan
balances by age and payment status
June 30, 2026
(dollars in thousands)
Accruing 30-59
days past due
Accruing
60-89 days
past due
Accruing 90
days or more
past due
Nonaccrual
loans
Accruing
current
Total
Commercial
Owner occupied RE
$ 1,283
-
-
2,667
751,469
755,419
Non-owner occupied RE
964
-
-
2,030
964,704
967,698
Construction
-
-
-
-
66,105
66,105
Business
326
92
-
1,330
711,269
713,017
Consumer
Real estate
282
755
-
4,805
1,161,440
1,167,282
Home equity
242
-
-
354
272,421
273,017
Construction
-
-
-
-
36,371
36,371
Other
21
-
-
-
51,325
51,346
Total loans
$ 3,118
847
-
11,186
4,015,104
4,030,255
December 31, 2025
(dollars in thousands)
Accruing 30-59
days past due
Accruing
60-89 days
past due
Accruing 90
days or more
past due
Nonaccrual
loans
Accruing
current
Total
Commercial
Owner occupied RE
$ -
-
-
259
736,720
736,979
Non-owner occupied RE
-
-
-
6,917
949,895
956,812
Construction
-
-
-
-
63,666
63,666
Business
627
-
-
189
618,851
619,667
Consumer
Real estate
4,235
315
-
5,763
1,142,972
1,153,285
Home equity
-
250
-
705
247,730
248,685
Construction
-
-
-
-
24,997
24,997
Other
33
-
-
-
41,000
41,033
Total loans
$ 4,895
565
-
13,833
3,825,831
3,845,124
As of June
30, 2026 and December 31, 2025, accruing loans 30 days or more past due represented 0.10 % and 0.14 % of the Company’s total loan
portfolio, respectively. Commercial loans accruing 30 days or more past due were 0.07 % and 0.02 % of the Company’s total loan portfolio
as of June 30, 2026, and December 31, 2025, respectively. Consumer loans accruing 30 days or more past due were 0.03 % and 0.12 % of total
loans as of June 30, 2026, and December 31, 2025, respectively.
The table
below summarizes nonaccrual loans by major categories for the periods presented.
Schedule of nonaccrual loans by major categories
June 30, 2026
December 31, 2025
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
loans
loans
Total
loans
loans
Total
with no
with an
nonaccrual
with no
with an
nonaccrual
(dollars in thousands)
allowance
allowance
loans
allowance
allowance
loans
Commercial
Owner occupied RE
$ 2,419
248
2,667
$ -
259
259
Non-owner occupied RE
333
1,697
2,030
5,097
1,820
6,917
Business
-
1,330
1,330
-
189
189
Total commercial
2,752
3,275
6,027
5,097
2,268
7,365
Consumer
Real estate
3,113
1,692
4,805
4,122
1,641
5,763
Home equity
104
250
354
705
-
705
Total consumer
3,217
1,942
5,159
4,827
1,641
6,468
Total nonaccrual loans
$ 5,969
5,217
11,186
$ 9,924
3,909
13,833
18
Table of Contents
The Company did no t recognize interest income on
nonaccrual loans for the three or six months ended June 30, 2026 and June 30, 2025. Accrued interest reversed during the three months
ended June 30, 2026 was approximately $ 61,000 , while accrued interest reversed during the three months ended June 30, 2025 was no t material.
Accrued interest reversed during the six months ended June 30, 2026 and June 30, 2025 was approximately $ 179,000 and $ 47,000 , respectively.
Foregone interest income on the nonaccrual loans for the three-month period ended June 30, 2026 and 2025 was approximately $ 220,000 and
$ 126,000 , respectively. Foregone interest income on the nonaccrual loans for the six month period ended June 30, 2026 was $ 288,000 and
$ 200,000 for the six month period ended June 30, 2025.
The table below summarizes information regarding nonperforming assets.
Schedule of nonperforming assets
(dollars in thousands)
June 30, 2026
December 31, 2025
Nonaccrual loans
$ 11,186
13,833
Other real estate owned
1,375
275
Total nonperforming assets
$ 12,561
14,108
Nonperforming assets as a percentage of:
Total assets
0.27 %
0.32 %
Gross loans
0.31 %
0.37 %
Total loans over 90 days past due
$ 5,983
4,499
Loans over 90 days past due and still accruing
-
-
Modifications to Borrowers Experiencing Financial Difficulty
The allowance for credit losses incorporates an
estimate of lifetime expected credit losses and is recorded on each asset upon origination or acquisition. The starting point for the
estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to
borrowers experiencing financial difficulty. The Company uses a discounted cash flow model to determine the allowance for credit losses.
An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.
Because the effect of most modifications made to
borrowers experiencing financial difficulty is already included in the allowance for credit losses due to the measurement methodologies
used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Loan modifications
to borrowers experiencing financial difficulty were not material for the three and six months ended June 30, 2026 and June 30, 2025, respectively.
Allowance for Credit Losses
The Company maintains an allowance for credit losses
to provide for expected credit losses. Losses are charged against the allowance when management believes that the principal is uncollectable.
Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance are made for specific loans and for pools of
similar types of loans, although the entire allowance is available for any loan that, in management’s judgment, should be charged
against the allowance. A provision for credit losses is taken based on management’s ongoing evaluation of the appropriate allowance
balance.
A formal evaluation of the adequacy of the ACL
is conducted quarterly. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of
the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current
and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect
the borrowers’ ability to repay a loan, the estimated value of any underlying collateral, composition of the loan portfolio, industry
and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. Management believes the level
of the ACL is adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is
increased through provision for credit losses and decreased by charge-offs, net of recoveries of amounts previously charged-off.
On January 1, 2025, the Company transitioned to
the DCF modeling approach to estimate the ACL on loans as it allows for a better estimation of credit losses through customization among
the various inputs by loan segmentation.
19
Table of Contents
The DCF methodology is applied on a segment-by-segment basis at the loan level with a one-year
reasonable and supportable forecast period, followed by a one-year reversion to the long-term average. The Company considers economic
forecasts of national gross domestic product (“GDP”) and unemployment rates as reported by Fannie Mae to inform the model
for loss estimation. Historical loss rates used in the quantitative model were derived using both the Bank’s and peer bank data obtained
from publicly-available sources (i.e., federal call reports) encompassing an economic cycle. The peer group utilized by the Bank is comprised
of financial institutions of relatively similar size (i.e., $1-$15 billion of total assets) and in similar markets. In addition, the DCF
methodology considers the weighted average life of the portfolio, impacting the reaction time and the exposure to potential loss based
on changes in the interest rate environment. Management also considers qualitative adjustments when estimating loan losses to take into
account the model’s quantitative limitations. Qualitative adjustments to quantitative loss factors, either negative or positive, may include
changes in lending policies; international, national, regional, and local conditions; volume and terms of loans; experience and depth
of management; volume and severity of past due loans; effects of changes in lending policy; concentrations of credit; and loan review
results. The Company enhanced its qualitative factor framework to better address risks that are not reflected in the quantitative loss
factors.
The following tables summarize the activity related
to the allowance for credit losses for the three and six months ended June 30, 2026 and June 30, 2025.
Schedule of activity related to the allowance for credit losses
Three
months ended June 30, 2026
Commercial
Consumer
(dollars
in thousands)
Owner
occupied
RE
Non-
owner
occupied
RE
Construction
Business
Real
Estate
Home
Equity
Construction
Other
Total
Balance, beginning of period
$ 3,460
5,882
982
13,427
16,314
2,452
353
508
43,378
Provision for (reversal of) credit losses for loans
( 101 )
( 129 )
( 108 )
820
310
61
( 10 )
107
950
Loan charge-offs
-
-
-
( 100 )
( 28 )
-
-
( 27 )
( 155 )
Loan recoveries
-
-
-
56
-
3
-
-
59
Net loan recoveries (charge-offs)
-
-
-
( 44 )
( 28 )
3
-
( 27 )
( 96 )
Balance, end of period
$ 3,359
5,753
874
14,203
16,596
2,516
343
588
44,232
Net charge-offs to average loans (annualized)
0.01 %
Allowance for credit losses to gross loans
1.10 %
Allowance for credit losses to nonperforming loans
395.41 %
Three
months ended June 30, 2025
Commercial
Consumer
(dollars
in thousands)
Owner
occupied
RE
Non-
owner
occupied
RE
Construction
Business
Real
Estate
Home
Equity
Construction
Other
Total
Balance, beginning of period
$ 3,934
7,333
582
11,131
15,193
1,549
487
478
40,687
Provision for (reversal of) credit losses for loans
69
84
( 120 )
213
340
96
( 32 )
-
650
Loan charge-offs
-
-
-
( 63 )
-
-
-
( 5 )
( 68 )
Loan recoveries
-
-
-
12
-
4
-
-
16
Net loan recoveries (charge-offs)
-
-
-
( 51 )
-
4
-
( 5 )
( 52 )
Balance, end of period
$ 4,003
7,417
462
11,293
15,533
1,649
455
473
41,285
Net charge-offs to average loans (annualized)
0.01 %
Allowance for credit losses to gross loans
1.10 %
Allowance for credit losses to nonperforming loans
362.35 %
20
Table of Contents
Six months ended June 30, 2026
Commercial
Consumer
(dollars in thousands)
Owner
occupied
RE
Non-
owner
occupied
RE
Construction
Business
Real Estate
Home
Equity
Construction
Other
Total
Balance, beginning of period
$ 3,911
6,773
611
12,148
15,866
1,827
569
575
42,280
Provision for (reversal of) credit losses for loans
( 552 )
( 1,031 )
263
2,160
758
684
( 226 )
44
2,100
Loan charge-offs
-
-
-
( 174 )
( 28 )
-
-
( 31 )
( 233 )
Loan recoveries
-
11
-
69
-
5
-
-
85
Net loan recoveries (charge-offs)
-
11
-
( 105 )
( 28 )
5
-
( 31 )
( 148 )
Balance, end of period
$ 3,359
5,753
874
14,203
16,596
2,516
343
588
44,232
Net charge-offs to average loans (annualized)
0.01 %
Allowance for credit losses to gross loans
1.10 %
Allowance for credit losses to nonperforming loans
395.41 %
Six months ended June 30, 2025
Commercial
Consumer
(dollars in thousands)
Owner
occupied
RE
Non-
owner
occupied
RE
Construction
Business
Real Estate
Home
Equity
Construction
Other
Total
Balance, beginning of period
$ 5,482
10,219
940
7,745
12,359
2,655
115
399
39,914
Provision for (reversal of) credit losses for loans
( 1,479 )
( 2,802 )
( 478 )
3,615
3,174
( 1,014 )
340
44
1,400
Loan charge-offs
-
-
-
( 141 )
-
-
-
( 5 )
( 146 )
Loan recoveries
-
-
-
74
-
8
-
35
117
Net loan recoveries (charge-offs)
-
-
-
( 67 )
-
8
-
30
( 29 )
Balance, end of period
$ 4,003
7,417
462
11,293
15,533
1,649
455
473
41,285
Net charge-offs to average loans (annualized)
0.00 %
Allowance for credit losses to gross loans
1.10 %
Allowance for credit losses to nonperforming loans
362.35 %
There was a provision for credit losses of $ 950,000
and $ 650,000 for the three months ended June 30, 2026 and June 30, 2025, respectively. In addition, the provision for credit losses was
$ 2.1 million and $ 1.4 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
Collateral dependent loans are loans for which
the repayment is expected to be provided substantially through the operation or sale of the collateral, and where the borrower is experiencing
financial difficulty. The Company reviews individually evaluated loans for designation as collateral dependent loans, as well as other
loans that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not
included within the collectively evaluated loans for determining the allowance for credit losses.
Under CECL, for collateral dependent loans, the
Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance
for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan’s collateral, which
is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance
is required.
21
Table of Contents
The following tables present an analysis of collateral-dependent
loans of the Company as of June 30, 2026 and December 31, 2025.
Schedule of analysis of collateral-dependent loans
June 30, 2026
Real
Business
(dollars in thousands)
estate
assets
Total
Commercial
Owner occupied RE
$ 3,184
248
3,432
Non-owner occupied RE
2,029
-
2,029
Business
158
1,173
1,331
Total commercial
5,371
1,421
6,792
Consumer
Real estate
5,334
-
5,334
Home equity
354
-
354
Total consumer
5,688
-
5,688
Total collateral dependent loans
$ 11,059
1,421
12,480
December 31, 2025
Real
Business
(dollars in thousands)
estate
assets
Total
Commercial
Owner occupied RE
$ -
259
259
Non-owner occupied RE
6,917
-
6,917
Business
165
24
189
Total commercial
7,082
283
7,365
Consumer
Real estate
5,763
-
5,763
Home equity
705
-
705
Total consumer
6,468
-
6,468
Total collateral dependent loans
$ 13,550
283
13,833
Allowance for Credit Losses - Unfunded Loan Commitments
The allowance for credit losses for unfunded loan
commitments was $ 2.2 million and $ 2 .0 million at June 30, 2026 and December 31, 2025, respectively, and is separately classified
on the balance sheet within other liabilities. The following table presents the balance and activity in the ACL for unfunded loan commitments
for the three and six months ended June 30, 2026 and June 30, 2025.
Schedule of allowance for credit losses for unfunded loan commitments
Three months ended
(dollars in thousands)
June 30, 2026
June 30, 2025
Balance, beginning of period
$ 2,106
1,456
Provision for credit losses
75
50
Balance, end of period
$ 2,181
1,506
Total unfunded loan commitments
$ 926,485
791,253
Reserve for unfunded commitments to total unfunded loan commitments
0.24 %
0.19 %
Six months ended
(dollars in thousands)
June 30, 2026
June 30, 2025
Balance, beginning of period
$ 1,956
1,456
Provision for credit losses
225
50
Balance, end of period
$ 2,181
1,506
Total unfunded loan commitments
$ 926,485
791,253
Reserve for unfunded commitments to total unfunded loan commitments
0.24 %
0.19 %
22
Table of Contents
NOTE 5 – Leases
The Company had operating right-of-use (“ROU”)
assets, included in property and equipment, of $ 23.9 million and $ 19 .0 million as of June 30, 2026 and December 31, 2025, respectively.
The Company had lease liabilities, included in other liabilities, of $ 26.8 million and $ 21.7 million as of June 30, 2026 and December
31, 2025, respectively. We maintain operating leases on land and buildings for various office spaces. The lease agreements have maturity
dates ranging from January 2028 to December 2036, some of which include options for multiple five-year extensions which have been included
in the calculations of the ROU assets and liabilities. The weighted average remaining life of the lease term for these leases was 5.32
years and 4.31 years as of June 30, 2026 and December 31, 2025, respectively. The ROU asset and lease liability are recognized at lease
commencement by calculating the present value of lease payments over the lease term. The ROU assets also include any initial direct
costs incurred and lease payments made at or before commencement date and are reduced by any lease incentives.
The discount rate used in determining the lease
liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of the lease commencement
date. The weighted average discount rate for leases was 3.18 % and 2.27 % as of June 30, 2026 and December 31, 2025, respectively.
The total operating lease costs were $ 740,000
and $ 617,000 for the three months ended June 30, 2026, and 2025, respectively, and $ 1.5 million and $ 1.2 million for the six months ended
June 30, 2026 and 2025. Cash paid for amounts included in the measurement of lease liabilities was $ 550,000 and $ 537,000 for the three
months ended June 30, 2026, and 2025, respectively, and $ 1.1 million for the six months ended June 30, 2026 and 2025.
Operating lease payments due as of June 30, 2026
were as follows:
Schedule of operating lease payments due
Operating
(dollars in thousands)
Leases
2026
$ 1,110
2027
2,568
2028
2,327
2029
1,826
2030
1,959
Thereafter
26,236
Total undiscounted lease payments
36,026
Discount effect of cash flows
9,200
Total lease liability
$ 26,826
NOTE 6 – Derivative Financial Instruments
The Company utilizes derivative financial instruments
primarily to hedge its exposure to changes in interest rates. All derivative financial instruments are recognized as either assets or
liabilities and measured at fair value.
The Company enters into commitments to originate
residential mortgage loans held for sale, at specified interest rates and within a specified period of time, with clients who have applied
for a loan and meet certain credit and underwriting criteria (interest rate lock commitments). These interest rate lock commitments (“IRLCs”)
meet the definition of a derivative financial instrument and are reflected in the balance sheet at fair value with changes in fair value
recognized in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets and derivative liabilities,
respectively, and are measured based on the value of the underlying mortgage loan, quoted mortgage-backed securities (“MBS”)
prices and an estimate of the probability that the mortgage loan will fund within the terms of the interest rate lock commitment, net
of estimated commission expenses.
The Company manages the interest rate and price
risks associated with its outstanding IRLCs and mortgage loans held for sale by entering into derivative instruments such as forward sales
of MBS. These derivatives are free-standing derivatives and are not designated as instruments for hedge accounting. Management expects
these derivatives will experience changes in fair value opposite to changes in fair value of the IRLCs and mortgage loans
23
Table of Contents
held for sale, thereby reducing earnings volatility.
The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline (IRLCs and mortgage
loans held for sale) it wants to economically hedge. The gain or loss resulting from the change in the fair value of the derivative is
recognized in mortgage banking income during the period of change.
On December 1, 2025, the Company terminated $ 300
million of pay-fixed portfolio layer method fair value swaps previously designated as hedging instruments. At termination, the cumulative
fair value hedge basis adjustment, included in gross loans, was $ 2.4 million, which will be amortized over the weighted average life of
the remaining portfolio, or 77 months.
The following table summarizes the Company’s outstanding financial
derivative instruments at June 30, 2026 and December 31, 2025.
Schedule of outstanding financial derivative instruments
June 30, 2026
Fair Value
(dollars in thousands)
Notional
Balance Sheet Location
Asset/(Liability)
Derivatives not designated as hedging instruments:
Mortgage loan interest rate lock commitments Mortgage loan interest rate lock commitments [Member]
11,475
Other assets
135
MBS forward sales commitments MBS forward sales commitments [Member]
7,500
Other liabilities
( 30 )
Total derivative financial instruments Total derivative financial instruments [Member]
$ 18,975
$ 105
December 31, 2025
Fair Value
(dollars in thousands)
Notional
Balance Sheet Location
Asset/(Liability)
Derivatives not designated as hedging instruments:
Mortgage loan interest rate lock commitments
22,264
Other assets
335
MBS forward sales commitments
15,000
Other liabilities
( 51 )
Total derivative financial instruments
$ 37,264
$ 284
NOTE 7 – Fair Value Accounting
FASB ASC 820, “Fair Value Measurement and
Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit
price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be
used to measure fair value:
Level 1 – Quoted market price in active markets
Quoted prices in active markets for identical assets
or liabilities. Level 1 assets and liabilities include certain debt and equity securities that are traded in an active exchange market.
Level 2 – Significant other observable inputs
Observable inputs other than Level 1 prices such
as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities
include fixed income securities and mortgage-backed securities that are held in the Company’s available-for-sale portfolio and valued
by a third-party pricing service, as well as certain individually evaluated loans.
24
Table of Contents
Level 3 – Significant unobservable 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. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. These methodologies may result in a significant portion of the fair value being derived from unobservable data.
The methods of determining the fair value of assets
and liabilities presented in this note are consistent with our methodologies disclosed in Note 12 of the Company’s 2025 Annual Report
on Form 10-K. See Note 6 for how the derivative asset fair value is determined. The Company’s loan portfolio is initially fair valued
using a segmented approach, using the eight categories of loans as disclosed in Note 4 – Loans and Allowance for Credit Losses.
Loans are considered a Level 3 classification.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The tables below present the recorded amount of
assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.
Schedule of assets and liabilities measured at fair value on a recurring basis
June 30, 2026
(dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets Level 1 [Member]
Securities available for sale
Corporate bonds Level 2 [Member]
$ -
1,583
-
1,583
US government agencies Level 3 [Member]
-
11,633
-
11,633
State and political subdivisions
-
17,711
-
17,711
Asset-backed securities
-
12,150
-
12,150
Mortgage-backed securities
-
101,311
-
101,311
Mortgage loans held for sale
-
8,594
-
8,594
Mortgage loan interest rate lock commitments
-
135
-
135
Total assets measured at fair value on a recurring basis
$ -
153,117
-
153,117
Liabilities
MBS forward sales commitments
$ -
30
-
30
Total liabilities measured at fair value on a recurring basis
$ -
30
-
30
December 31, 2025
(dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets
Securities available for sale:
Corporate bonds
$ -
1,600
-
1,600
US government agencies
-
12,278
-
12,278
State and political subdivisions
-
17,870
-
17,870
Asset-backed securities
-
16,419
-
16,419
Mortgage-backed securities
-
79,563
-
79,563
Mortgage loans held for sale
-
11,569
-
11,569
Mortgage loan interest rate lock commitments
-
335
-
335
Total assets measured at fair value on a recurring basis
$ -
139,634
-
139,634
Liabilities
MBS forward sales commitments
$ -
51
-
51
Total liabilities measured at fair value on a recurring basis
$ -
51
-
51
25
Table of Contents
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The tables below present the recorded amount of
assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2026 and December 31, 2025.
Schedule of assets and liabilities measured at fair value on a nonrecurring basis
As of June 30, 2026
(dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets
Individually evaluated loans, net of reserves
$ -
9,842
-
9,842
Other real estate owned
-
1,375
-
1,375
Total assets measured at fair value on a nonrecurring basis
$ -
11,217
-
11,217
As of December 31, 2025
(dollars in thousands)
Level 1
Level 2
Level 3
Total
Assets
Individually evaluated loans, net of reserves
$ -
12,557
1,038
13,595
Other real estate owned
-
275
-
275
Total assets measured at fair value on a nonrecurring basis
$ -
12,832
1,038
13,870
The Company had no liabilities carried at fair
value or measured at fair value on a nonrecurring basis as of June 30, 2026 and December 31, 2025.
For Level 3 assets and liabilities measured at
fair value on a recurring or nonrecurring basis as of June 30, 2026 and December 31, 2025, the significant unobservable inputs used in
the fair value measurements were as follows:
Schedule of unobservable inputs used in the fair value measurements
Valuation Technique
Significant Unobservable Inputs
Range of Inputs
Individually
evaluated loans
Appraised
Value/ Discounted Cash Flows
Discounts
to appraisals or cash flows for estimated holding and/or selling costs or age of appraisal. Estimated future cash flows, risk-adjusted
discount rates, borrower performance and recovery assumptions, and expected cash-collection timing.
0 - 25 %
Fair Value of Financial Instruments
Financial instruments require disclosure of fair
value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. A financial
instrument is defined as cash, evidence of an ownership interest in an entity or a contractual obligation which requires the exchange
of cash. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, premises
and equipment and other assets and liabilities.
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The estimated fair values of the Company’s
financial instruments at June 30, 2026 and December 31, 2025 are as follows:
Schedule of estimated fair values of the company’s financial instruments
June 30, 2026
(dollars in thousands)
Carrying
Amount
Fair
Value
Level 1
Level 2
Level 3
Financial Assets:
Other investments, at cost
$ 20,484
20,484
-
-
20,484
Loans 1
3,973,543
3,793,893
-
-
3,793,893
Financial Liabilities:
Deposits
3,935,452
3,605,776
-
3,605,776
-
FHLB and other borrowings
240,000
236,211
-
236,211
-
Subordinated debentures
13,403
15,143
-
15,143
-
December 31, 2025
(dollars in thousands)
Carrying
Amount
Fair
Value
Level 1
Level 2
Level 3
Financial Assets:
Other investments, at cost
$ 20,063
20,063
-
-
20,063
Loans 1
3,787,729
3,592,123
-
-
3,592,123
Financial Liabilities:
Deposits
3,716,803
3,461,284
-
3,461,284
-
FHLB and other borrowings
240,000
240,798
-
240,798
-
Subordinated debentures
24,903
26,658
-
26,658
-
1 Carrying amount is net of the allowance for credit losses and
individually evaluated loans.
NOTE 8 – Earnings Per Common Share
The following schedule reconciles the numerators
and denominators of the basic and diluted earnings per share computations for the three and six month periods ended June 30, 2026 and
2025. Dilutive common shares arise from the potentially dilutive effect of the Company’s stock options and unvested restricted stock
that were outstanding at June 30, 2026. The assumed conversion of stock options can create a difference between basic and dilutive net
income per common share. For the three and six month periods ended June 30, 2026, there were no anti-dilutive shares. For the three and
six month periods ended June 30, 2025, 210,017 options were excluded from diluted EPS because they were anti-dilutive.
Schedule
of earnings per common share
Three
months ended
June 30,
Six
months ended
June 30,
(dollars
in thousands, except share data)
2026
2025
2026
2025
Numerator:
Net income available to common shareholders
$ 11,195
6,581
21,082
11,847
Denominator:
Weighted-average common shares outstanding – basic
9,184,699
8,118,895
8,676,877
8,098,737
Common stock equivalents
133,816
14,894
131,640
23,478
Weighted-average common shares outstanding – diluted
9,318,515
8,133,789
8,808,517
8,122,215
Earnings per common share:
Basic
$ 1.22
0.81
2.43
1.46
Diluted
1.20
0.81
2.39
1.46
Item 2. MANAGEMENT’S
DISCUSSION AND Analysis of Financial Condition and Results of Operations.
The following discussion reviews our results
of operations for the three and six month periods ended June 30, 2026 as compared to the three and six month periods ended June 30, 2025
and assesses our financial condition as of June 30, 2026 as compared to December 31, 2025. You should read the following discussion and
analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements
and the related notes for the year ended December 31, 2025 included in our Annual Report on
27
Table of Contents
Form 10-K for that period. Results for the three
and six month periods ended June 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or any future
period.
Unless the context requires otherwise, references
to the “Company,” “we,” “us,” “our,” or similar references mean Southern First Bancshares,
Inc. and its consolidated subsidiary. References to the “Bank” refer to Southern First Bank.
Cautionary Warning Regarding
forward-looking statements
This report contains statements which constitute
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 (the “Exchange Act”). Forward-looking statements may relate to our financial condition, results of operations,
plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future
performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on
many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,”
“could,” “should,” “will,” “seek to,” “strive,” “focus,” “expect,”
“anticipate,” “predict,” “project,” “potential,” “believe,” “continue,”
“assume,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant
to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those
anticipated in any forward-looking statements include, but are not limited to:
· Restrictions or conditions imposed
by our regulators on our operations;
· Increases in competitive pressure
in the banking and financial services industries;
· Changes in access to funding
or increased regulatory requirements with regard to funding, which could impair our liquidity;
· Changes in deposit flows, which
may be negatively affected by a number of factors, including rates paid by competitors, general interest rate levels, regulatory capital
requirements, returns available to clients on alternative investments and general economic or industry conditions;
· Credit losses as a result of
declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors;
· Credit losses due to loan concentration;
· Changes in the amount of our
loan portfolio collateralized by real estate and weaknesses in the real estate market;
· Our ability to successfully
execute our business strategy;
· Our ability to attract and retain
key personnel;
· The success and costs of our
expansion into potential new markets;
· Risks with respect to future
mergers or acquisitions, including our ability to successfully expand and integrate the businesses and operations that we acquire and
realize the anticipated benefits of the mergers or acquisitions;
· Changes in the interest rate
environment which could reduce anticipated or actual margins;
· Changes in political, economic,
legislative, or regulatory conditions, including new governmental initiatives affecting the financial services industry and potential
disruptions resulting from U.S. federal government funding lapses, shutdowns, or related fiscal policy uncertainty;
· Changes in economic conditions
resulting in, among other things, a deterioration in credit quality;
· Changes occurring in business
conditions and inflation;
· Increased cybersecurity risk,
including potential business disruptions or financial losses;
· Changes in technology;
· The adequacy of the level of
our allowance for credit losses and the amount of loan loss provisions required in future periods;
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· Examinations by our regulatory
authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for
credit losses or write-down assets;
· Changes in U.S. monetary policy,
the level and volatility of interest rates, the capital markets and other market conditions that may affect, among other things, our liquidity
and the value of our assets and liabilities;
· Any increase in FDIC assessments
which will increase our cost of doing business;
· Risks associated with complex
and changing regulatory environments, including, among others, with respect to data privacy, artificial intelligence (“AI”),
information security, climate change or other environmental, social and governance matters, and labor matters, relating to our operations;
· The rate of delinquencies and
amounts of loans charged-off;
· The rate of loan growth in recent
years and the lack of seasoning of a portion of our loan portfolio;
· Our ability to maintain appropriate
levels of capital and to comply with our capital ratio requirements;
· Adverse changes in asset quality
and resulting credit risk-related losses and expenses;
· Changes in accounting standards,
rules and interpretations and the related impact on our financial statements;
· Risks associated with actual
or potential litigation or investigations by customers, regulatory agencies or others;
· Adverse effects of failures
by our vendors to provide agreed upon services in the manner and at the cost agreed;
· The potential effects of events
beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics; war, terrorism,
or other geopolitical conflicts or instability, including the war in Ukraine, the ongoing conflict involving the United States, Israel
and Iran and other conflicts in the Middle East, political and economic instability and military and diplomatic developments involving
Venezuela, and tensions between China and Taiwan; disruptions in our customers’ supply chains or transportation networks; disruptions
to global energy markets or critical shipping routes; essential utility outages; trade disputes and related tariffs; and disruptions caused
by widespread cybersecurity incidents; and
· Other risks and uncertainties
detailed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, in Part
II, Item 1A, “Risk Factors” of our Quarterly Reports on Form 10-Q, and in our other filings with the SEC.
If any of these risks or uncertainties materialize,
or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from
those expressed in, implied or projected by, such forward-looking statements. We urge investors to consider all of these factors carefully
in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. We make these forward-looking statements
as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update
the reasons why actual results could differ from those expressed in, or implied or projected by, the forward-looking statements, except
as required by law.
OVERVIEW
Our business model continues to be client-focused,
utilizing relationship teams to provide our clients with a specific banker contact and support team responsible for all of their banking
needs. The purpose of this structure is to provide a consistent and superior level of professional service, and we believe it provides
us with a distinct competitive advantage. We consider exceptional client service to be a critical part of our culture, which we refer
to as “ClientFIRST.”
At June 30, 2026, we had total assets of $4.70
billion, a 6.7% increase from total assets of $4.40 billion at December 31, 2025. The largest component of our total assets is loans which
were $4.03 billion and $3.85 billion at June 30, 2026, and December 31, 2025, respectively. Our liabilities and shareholders’ equity
at June 30, 2026 totaled $4.2 billion and $452.3 million, respectively, compared to liabilities of $4.03 billion and shareholders’
equity of $368.7 million at December 31, 2025. The principal component of our liabilities is deposits which were $3.94 billion and $3.72
billion at June 30, 2026 and December 31, 2025, respectively.
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Table of Contents
Like most community banks, we derive the majority
of our income from interest received on our loans and investments. Our primary source of funds for making these loans and investments
is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income,
or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing
liabilities, such as deposits and borrowings. Another key measure is the spread between the yield we earn on these interest-earning assets
and the rate we pay on our interest-bearing liabilities, which is called our net interest spread. In addition to earning interest on our
loans and investments, we earn income through fees and other charges to our clients.
Our net income to common shareholders was $11.2
million and $6.6 million for the three months ended June 30, 2026, and 2025, respectively. Diluted earnings per share (“EPS”)
was $1.20 for the second quarter of 2026 as compared to $0.81 for the same period in 2025. Our net income to common shareholders was $21.1
million and $11.8 million for the six months ended June 30, 2026 and 2025, respectively. Diluted EPS was $2.39 for the six months ended
June 30, 2026 as compared to $1.46 for the same period of 2025. The increase in net income for the three and six months ended June 30,
2026 was primarily driven by an increase in net interest income.
RESULTS
OF OPERATIONS
Net Interest Income and Margin
Our level of net interest income is determined
by the level of earning assets and the management of our net interest margin. Our net interest income was $32.4 million for the second
quarter of 2026, a 28.0% increase over net interest income of $25.3 million for the second quarter of 2025, driven primarily by a $5.8
million increase in interest income on our interest-earning assets combined with a $1.3 million decrease in interest expense on our interest-bearing
liabilities. In addition, our net interest margin, on a tax-equivalent (TE) basis, was 2.87% for the second quarter of 2026 compared to
2.50% for the same period in 2025.
We have included a number of tables to assist in
our description of various measures of our financial performance. For example, the “Average Balances, Income and Expenses, Yields
and Rates” table reflects the average balance of each category of our assets and liabilities as well as the yield we earned or the
rate we paid with respect to each category during the three and six month periods ended June 30, 2026 and 2025. A review of this table
shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a
substantial percentage of our earning assets into our loan portfolio. Similarly, the “Rate/Volume Analysis” tables demonstrate
the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown.
We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables
to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts.
The following tables entitled “Average Balances,
Income and Expenses, Yield and Rates” set forth information related to our average balance sheets, average yields on assets, and
average costs of liabilities. We derived these yields by dividing income or expense by the average balance of the corresponding assets
or liabilities. We derived average balances from the daily balances throughout the periods indicated. During the same periods, we had
no securities purchased with agreements to resell. All investments owned have an original maturity of over one year. Nonaccrual loans
are included in the following tables. Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual
status. The net of capitalized loan costs and fees are amortized into interest income on loans.
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Table of Contents
Average Balances, Income and Expenses, Yields and Rates
For the Three Months Ended June 30,
2026
2025
(dollars in thousands)
Average
Balance
Income/
Expense
Yield/
Rate (1)
Average
Balance
Income/
Expense
Yield/
Rate (1)
Interest-earning assets
Federal funds sold and interest-bearing deposits with banks
$ 384,694
$ 3,550
3.70 %
$ 179,095
$ 1,969
4.41 %
Investment securities, taxable
147,886
1,473
4.00 %
141,898
1,315
3.72 %
Investment securities, nontaxable (2)
6,283
40
2.57 %
7,740
55
2.83 %
Loans (3)
3,978,639
53,077
5.35 %
3,724,064
48,992
5.28 %
Total interest-earning assets
4,517,502
58,140
5.16 %
4,052,797
52,331
5.18 %
Noninterest-earning assets
157,905
154,051
Total assets
$ 4,675,407
$ 4,206,848
Interest-bearing liabilities
NOW accounts
$ 500,978
1,738
1.39 %
$ 331,811
752
0.91 %
Savings & money market
1,752,548
12,908
2.95 %
1,566,345
13,398
3.43 %
Time deposits
871,563
8,448
3.89 %
942,880
10,150
4.32 %
Total interest-bearing deposits
3,125,089
23,094
2.96 %
2,841,036
24,300
3.43 %
FHLB advances and other borrowings
240,000
2,252
3.76 %
240,000
2,270
3.79 %
Subordinated debentures
24,777
415
6.72 %
24,903
453
7.30 %
Total interest-bearing liabilities
3,389,866
25,761
3.05 %
3,105,939
27,023
3.49 %
Noninterest-bearing liabilities
848,704
758,626
Shareholders’ equity
436,837
342,283
Total liabilities and shareholders’ equity
$ 4,675,407
$ 4,206,848
Net interest spread
2.11 %
1.69 %
Net interest income (tax equivalent) / margin
$ 32,379
2.87 %
$ 25,308
2.50 %
Less: tax-equivalent adjustment (2)
9
13
Net interest income
$ 32,370
$ 25,295
(1) Annualized
for the three month period.
(2) The
tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt
income to a comparable yield on a taxable basis.
(3) Includes
loans held for sale and nonaccrual loans.
Our net interest margin (TE) increased by 37 basis
points to 2.87% during the second quarter of 2026, compared to the second quarter of 2025, driven primarily by an increase in our average
interest-earning assets combined with a decrease in rates paid on our interest-bearing liabilities. Our average interest-earning assets
grew by $464.7 million during the second quarter of 2026 from the prior year, while the average yield on these assets decreased by two
basis points to 5.16%. In comparison, our average interest-bearing liabilities grew by $283.9 million during the second quarter of 2026
from the prior year, while the rate on these liabilities decreased 44 basis points to 3.05%.
The increase in average interest-earning assets
for the second quarter of 2026 related primarily to an increase of $254.6 million in our average loan balances from the prior year combined
with a $205.6 million increase in the average balance of Federal funds sold and interest-bearing deposits with banks. While the total
yield on our interest-earning assets decreased two basis points, driven by a 71 basis point decrease in the yield on our Federal funds
sold and interest-bearing deposits with banks, the yield on our loan portfolio increased seven basis points from the prior year.
The increase in average interest-bearing liabilities
for the second quarter of 2026 related primarily to an increase of $284.1 million in our average interest-bearing deposits. The 44 basis
point decrease in cost of our interest-bearing liabilities was driven by a 47 basis point decrease in the cost of our interest-bearing
deposits.
Our net interest spread was 2.11% for the second
quarter of 2026 compared to 1.69% for the same period in 2025. The net interest spread is the difference between the yield we earn on
our interest-earning assets and the rate we pay on our interest-bearing liabilities. The two-basis point decrease in yield on our interest-earning
assets, combined
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with the 44 basis point decrease in the rate on our interest-bearing liabilities, resulted in a 42 basis point increase
in our net interest spread for the 2026 period. We seek to fund increased loan volumes by growing our core deposits, but, subject to internal
policy limits on the amount of wholesale funding we may maintain, will utilize wholesale funding to fund shortfalls, if any, or provide
additional liquidity. To the extent that our dependence on wholesale funding sources increases, our net interest margin would likely be
negatively impacted as we may not be able to reduce the rates we pay on these deposits as quickly as we can on core deposits as rates
have and may continue to decline. We continue to deploy various asset liability management strategies to manage our risk to interest rate
fluctuations.
Average Balances, Income and Expenses, Yields and Rates
For the Six Months Ended June 30,
2026
2025
(dollars in thousands)
Average
Balance
Income/
Expense
Yield/
Rate (1)
Average
Balance
Income/
Expense
Yield/
Rate (1)
Interest-earning assets
Federal funds sold and interest-bearing deposits with banks
$ 298,346
$ 5,505
3.72 %
$ 143,655
$ 3,128
4.39 %
Investment securities, taxable
136,979
2,842
4.18 %
123,076
2,677
4.39 %
Investment securities, nontaxable (2)
13,944
79
1.15 %
7,827
108
2.78 %
Loans (3)
3,939,041
104,334
5.34 %
3,699,127
96,077
5.24 %
Total interest-earning assets
4,388,310
112,760
5.18 %
3,973,685
101,990
5.18 %
Noninterest-earning assets
157,189
175,216
Total assets
$ 4,545,499
$ 4,148,901
Interest-bearing liabilities
NOW accounts
$ 461,472
2,840
1.24 %
$ 319,328
1,350
0.85 %
Savings & money market
1,701,183
24,727
2.93 %
1,543,614
26,149
3.42 %
Time deposits
883,268
17,224
3.93 %
936,617
20,370
4.39 %
Total interest-bearing deposits
3,045,923
44,791
2.97 %
2,799,559
47,869
3.45 %
FHLB advances and other borrowings
240,000
4,496
3.78 %
240,000
4,514
3.79 %
Subordinated debentures
24,839
826
6.71 %
24,903
904
7.32 %
Total interest-bearing liabilities
3,310,762
50,113
3.05 %
3,064,462
53,287
3.51 %
Noninterest-bearing liabilities
828,308
745,766
Shareholders’ equity
406,429
338,673
Total liabilities and shareholders’ equity
$ 4,545,499
$ 4,148,901
Net interest spread
2.13 %
1.67 %
Net interest income (tax equivalent) / margin
$ 62,647
2.88 %
$ 48,703
2.47 %
Less: tax-equivalent adjustment (2)
18
25
Net interest income
$ 62,629
$ 48,678
(1) Annualized
for the six month period.
(2) The
tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt
income to a comparable yield on a taxable basis.
(3) Includes
mortgage loans held for sale.
During the first six months of 2026, our net interest
margin (TE) increased by 41 basis points to 2.88%, compared to 2.47% for the first six months of 2025, driven primarily by an increase
in our average interest-earning assets combined with a decrease in rates paid on our interest-bearing liabilities. Our average interest-earning
assets grew by $414.6 million during the first half of 2026 from the prior year, while the average yield remained constant at 5.18%. In
comparison, our average interest-bearing liabilities grew by $246.3 million from prior year, while the rate of these liabilities decreased
by 46 basis points to 3.05%.
The increase in average interest-earning assets
for the first half of 2026 related primarily to a $239.9 million increase in our average loan balances combined with a $154.7 million
increase in the average balance of Federal funds sold and interest-bearing deposits with banks. While the yield on our interest-earning
assets remained stable at 5.18%, the yield on our loan portfolio increased 10 basis points from the prior year to 5.34%. Offsetting this
increase was a 67 basis point decrease in the yield on Federal Funds sold and interest-bearing deposits with banks as the Federal Reserve
lowered the federal funds rate by 75 basis points during the fourth quarter of 2025.
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The increase in average interest-bearing liabilities
for the first half of 2026 was driven by an increase in interest-bearing deposits of $246.4 million. The primary driver of the 46 basis
point decrease in the rate of our interest-bearing liabilities was a 48 basis point decrease in the cost of our interest-bearing deposits,
which was driven by the 75 basis point decrease in the federal funds rate which has a strong correlation to the cost of our non-maturity
deposits.
Our net interest spread was 2.13% for the first
half of 2026 compared to 1.67% for the same period in 2025. The net interest spread is the difference between the yield we earn on our
interest-earning assets and the rate we pay on our interest-bearing liabilities. The 46 basis point decrease in the rate on our interest-bearing
liabilities resulted in a 46 basis point increase in our net interest spread for 2026.
Rate/Volume Analysis
Net interest income can be analyzed in terms
of the impact of changing interest rates and changing volume. The following tables set forth the effect which the varying levels of interest-earning
assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.
Three
Months Ended
June
30, 2026 vs. 2025
June
30, 2025 vs. 2024
Increase
(Decrease) Due to
Increase
(Decrease) Due to
(dollars
in thousands)
Volume
Rate
Rate/
Volume
Total
Volume
Rate
Rate/
Volume
Total
Interest income
Loans
$ 3,349
689
47
4,085
$ 48
2,348
51
2,447
Investment securities
41
103
3
147
(4 )
(54 )
(3 )
(61 )
Federal funds sold and interest-bearing deposits with banks
2,576
(431 )
(564 )
1,581
125
(827 )
88
(614 )
Total interest income
5,966
361
(514 )
5,813
169
1,467
136
1,772
Interest expense
Deposits
2,539
(3,391 )
(354 )
(1,206 )
(87 )
(3,769 )
(60 )
(3,916 )
FHLB advances and other borrowings
-
(18 )
-
(18 )
-
22
-
22
Subordinated debentures
(2 )
(37 )
1
(38 )
51
(222 )
70
(101 )
Total interest expense
2,537
(3,446 )
(353 )
(1,262 )
(36 )
(3,969 )
10
(3,995 )
Net interest income
$ 3,429
3,807
(161 )
7,075
$ 205
5,436
126
5,767
Net interest income, the largest component of our
income, was $32.4 million for the second quarter of 2026 and $25.3 million for the second quarter of 2025, a $7.1 million, or 28.0%, increase
year over year. The increase during 2026 was driven by a $5.8 million increase in interest income primarily due to an increase in average
loan balances and average balances in Federal funds sold and interest-bearing deposits with banks, as well as a $1.3 million decrease
in interest expense primarily due to lower rates on our interest-bearing deposits.
Six Months Ended
June 30, 2026 vs. 2025
June 30, 2025 vs. 2024
Increase (Decrease) Due to
Increase (Decrease) Due to
(dollars in thousands)
Volume
Rate
Rate/
Volume
Total
Volume
Rate
Rate/
Volume
Total
Interest income
Loans
$ 6,231
1,903
123
8,257
$ 64
3,795
68
3,927
Investment securities
6
137
-
143
(7 )
(123 )
(6 )
(136 )
Federal funds sold and interest-bearing deposits with banks
3,368
(477 )
(514 )
2,377
83
(880 )
62
(735 )
Total interest income
9,605
1,563
(391 )
10,777
140
2,792
124
3,056
Interest expense
Deposits
4,451
(6,889 )
(640 )
(3,078 )
(174 )
(6,983 )
(122 )
(7,279 )
FHLB advances and other borrowings
-
(18 )
-
(18 )
-
38
-
38
Subordinated debentures
(2 )
(76 )
-
(78 )
105
(456 )
143
(208 )
Total interest expense
4,449
(6,983 )
(640 )
(3,174 )
(69 )
(7,401 )
21
(7,449 )
Net interest income
$ 5,156
8,546
249
13,951
$ 209
10,193
103
10,505
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Net interest
income for the first half of 2026 was $62.6 million compared to $48.7 million for 2025, a $14.0 million, or 28.7%, increase. The increase
in net interest income during 2026 was driven by a $10.8 million increase in interest income, related primarily to an increase in average
loan balances. In addition, interest expense decreased by $3.2 million driven by lower rates on our interest-bearing deposits.
Provision for Credit Losses
The provision for credit losses, which includes
a provision for losses on unfunded commitments, is a charge to earnings to maintain the allowance for credit losses and reserve for unfunded
commitments at levels consistent with management’s assessment of expected losses in the loan portfolio at the balance sheet date.
We review the adequacy of the allowance for credit losses on a quarterly basis. Please see the discussion included in Note 4 – Loans
and Allowance for Credit Losses for a description of the factors we consider in determining the amount of the provision we expense each
period to maintain this allowance.
We recorded a provision for credit losses of $1.0
million during the second quarter of 2026, compared to a provision for credit losses of $700,000 in the second quarter of 2025. The provision
during the second quarter of 2026 was driven primarily by growth in our loan portfolio and included a provision of $950,000 for credit
losses and a $75,000 provision for unfunded commitments. The $700,000 provision in 2025, which included a $650,000 provision for credit
losses and a $50,000 reserve for unfunded commitments was also driven primarily by growth in our loan portfolio.
Our provision expense was $2.3 million and $1.5
million for the six months ended June 30, 2026 and June 30, 2025, respectively. The $2.3 million provision expense for the first half
of 2026 included a $2.1 million provision for credit losses and a $225,000 reserve for unfunded commitments. The increase in provision
expense during the first six months of 2026 was primarily due to loan growth during the first half of the year. The $1.5 million provision
expense for the first half of 2025 included $1.4 million provision for credit losses and a $50,000 reserve for unfunded commitments.
Noninterest Income
The following table sets forth information related to our noninterest
income.
Three months ended
June 30,
Six months ended
June 30,
(dollars in thousands)
2026
2025
2026
2025
Mortgage banking income
$ 1,323
1,569
2,816
2,993
Service fees on deposit accounts
866
567
1,621
1,106
ATM and debit card income
651
586
1,238
1,138
Income from bank owned life insurance
457
413
902
816
Other income
211
199
470
394
Total noninterest income
$ 3,508
3,334
7,047
6,447
Noninterest income was $3.5 million for the second
quarter of 2026, a $174,000, or 5.2%, increase from noninterest income of $3.3 million for the second quarter of 2025. The increase in
noninterest income during 2026, compared to 2025, resulted primarily from an increase in service fees on deposit accounts and ATM and
debit card income. Service fees on deposit accounts increased $299,000, or 52.7% over the prior year driven by higher transaction volume,
fee income on our commercial credit cards and additional wire fee income. Partially offsetting these increases, was a $246,000, or 15.7%,
decrease in mortgage banking income which was driven by changes in the market rates from the time the loan was locked.
Noninterest income was $7.0 million for the first
half of 2026, a $600,000, or 9.3%, increase from noninterest income of $6.4 million for the first half of 2025. The year over year increase
was driven by a $515,000, or 46.6%, increase in service fees on deposit accounts and a $100,000, or 8.8%, increase in ATM and debit card
income over the prior year. Partially offsetting these increases was a $177,000, or 5.9%, decrease in mortgage banking income from the
first half of 2025.
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Noninterest expenses
The following table sets forth
information related to our noninterest expenses.
Three months ended
June 30,
Six months ended
June 30,
(dollars in thousands)
2026
2025
2026
2025
Compensation and benefits
$ 12,252
11,674
24,232
22,978
Occupancy
2,551
2,523
5,042
5,071
Outside service and data processing costs
2,416
2,189
4,683
4,226
Insurance
858
910
1,749
1,919
Professional fees
782
609
1,456
1,118
Marketing
423
397
822
771
Other
1,111
1,034
2,423
2,088
Total noninterest expense
$ 20,393
19,336
40,407
38,171
Noninterest expense was $20.4 million for the second
quarter of 2026, a $1.1 million, or 5.5%, increase from noninterest expense of $19.3 million for the second quarter of 2025. The increase
in noninterest expense was driven primarily by the following:
· Compensation and benefits expense increased $578,000,
or 5.0%, relating primarily to an increase in salaries and commissions expenses.
· Outside service and data processing costs increased
$227,000, or 10.4%, relating primarily to increases in software licensing and maintenance costs, electronic banking, and other services
we provide to our clients which are driven by increased volume.
· Professional fees increased $173,000, or 28.4%,
relating primarily to an increase in director’s fees, legal fees and audit and accounting fees.
· Other noninterest expenses increased $77,000,
or 7.4%, relating primarily to an increase in travel and entertainment expenses and other employee related expenses.
Partially offsetting the above increases was a
decrease in insurance expense of $52,000, or 5.7%, due to lower FDIC assessment expense during the second quarter of 2026.
Noninterest expense was $40.4 million for the first
half of 2026, a $2.2 million, or 5.9%, increase from noninterest expense of $38.2 million for the first half of 2025. The increase in
noninterest expense was driven primarily by the following:
· Compensation and benefits expense increased $1.3
million, or 5.5%, relating primarily to annual salary increases, commissions, and other employee benefit expenses.
· Outside service and data processing costs increased
$457,000, or 10.8%, relating primarily to increases in software licensing and maintenance costs, ATM card related expenses, and other
business electronic banking services we provide to our clients.
· Professional fees increased $338,000, or 30.2%,
relating primarily to an increase in director’s fees, legal fees and audit and accounting fees.
· Other noninterest expenses increased $335,000,
or 16.0%, relating primarily to an increase in electronic banking losses and operational losses, employee travel and other employee expenses.
Partially offsetting the above increases was a
decrease in insurance expense of $170,000, or 8.9%, due to lower FDIC assessment expense during the first half of 2026.
Our efficiency ratio was 56.8% for the second quarter
of 2026, compared to 67.5% for the second quarter of 2025. The efficiency ratio represents the percentage of one dollar of expense required
to be incurred to earn a full dollar of revenue and is computed by dividing noninterest expense by the sum of net interest income and
noninterest income. The improvement during the 2026 period was driven primarily by the increase in net interest income.
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We incurred income tax expense of $3.3 million
and $2.0 million for the three months ended June 30, 2026 and 2025, respectively, and $5.9 million and $3.7 million for the six months
ended June 30, 2026 and 2025. Our effective tax rate was 21.8% and 23.6% for the six months ended June 30, 2026 and 2025, respectively.
The decrease in the effective tax rate was driven by the effect of equity compensation transactions in comparison to our income before
income tax expense.
Balance Sheet Review
Investment Securities
At June 30, 2026, the $164.9 million in our investment
securities portfolio represented approximately 3.5% of our total assets. Our available for sale investment portfolio included corporate
bonds, US treasuries, US government agency securities, state and political subdivisions, asset-backed securities and mortgage-backed securities
with a fair value of $144.4 million and an amortized cost of $155.0 million, resulting in an unrealized loss of $10.6 million. At December
31, 2025, the $147.8 million in our investment securities portfolio represented approximately 3.4% of our total assets, including investment
securities with a fair value of $127.7 million and an amortized cost of $137.2 million for an unrealized loss of $9.4 million. In addition,
other investments, which include FHLB Stock and other nonmarketable investments, increased $421,000 from December 31, 2025 to $20.5 million
at June 30, 2026.
Loans
Since loans typically provide higher interest yields
than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Average
loans, excluding mortgage loans held for sale, for the six months ended June 30, 2026 and 2025 were $3.93 billion and $3.69 billion, respectively
(the average loan balances reflected in the “Average Balances, Income and Expenses, Yields and Rates” tables above include
mortgage loans held for sale, as noted in footnote (3) to those tables, and therefore differ from the amounts presented here). Before
the allowance for credit losses, total loans outstanding at June 30, 2026 and December 31, 2025 were $4.03 billion and $3.85 billion,
respectively.
The principal component of our loan portfolio is
loans secured by real estate mortgages. As of June 30, 2026, our loan portfolio included $3.27 billion, or 81.0%, of real estate loans,
compared to $3.18 billion, or 82.8%, at December 31, 2025. Most of our real estate loans are secured by residential or commercial property.
We obtain a security interest in real estate, in addition to any other available collateral, in order to increase the likelihood of the
ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines.
We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral
and business types. Home equity lines of credit totaled $273.0 million as of June 30, 2026, of which approximately 49% were in a first
lien position, while the remaining balance was in second liens. At December 31, 2025, our home equity lines of credit totaled $248.7 million,
of which approximately 47% were in first lien positions, while the remaining balance was in second liens. The average home equity loan
had a balance of approximately $115,000 and a loan to value of 75% as of June 30, 2026, compared to an average loan balance of $108,000
and a loan to value of approximately 73% as of December 31, 2025. Further, 0.18% and 0.38% of our total home equity lines of credit were
over 30 days past due as of June 30, 2026 and December 31, 2025, respectively.
Following is a summary of our loan composition
at June 30, 2026 and December 31, 2025. During the first six months of 2026, our loan portfolio increased by $185.1 million, or 9.7% annualized,
primarily driven by a $125.1 million increase in commercial loans with $93.4 million of the increase being in commercial business loans.
In addition, our consumer loans grew by $60.0 million with $24.3 million being in home equity loans. Our consumer real estate portfolio,
which increased by $14.0 million during the first half of 2026 includes high quality 1-4 family consumer real estate loans. Our average
consumer real estate loan currently has a principal balance of $469,000, a term of 24 years, and an average rate of 4.66% as of June 30,
2026, compared to a principal balance of $472,000, a term of 24 years, and an average rate of 4.55% as of December 31, 2025.
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June 30, 2026
December 31, 2025
(dollars in thousands)
Amount
% of Total
Amount
% of Total
Commercial
Owner occupied RE
$ 755,419
18.7 %
$ 736,979
19.2 %
Non-owner occupied RE
967,698
24.0 %
956,812
24.9 %
Construction
66,105
1.6 %
63,666
1.7 %
Business
713,017
17.7 %
619,667
16.0 %
Total commercial loans
2,502,239
62.0 %
2,377,124
61.8 %
Consumer
Real estate
1,167,282
29.0 %
1,153,285
30.0 %
Home equity
273,017
6.8 %
248,685
6.5 %
Construction
36,371
0.9 %
24,997
0.6 %
Other
51,346
1.3 %
41,033
1.1 %
Total consumer loans
1,528,016
38.0 %
1,468,000
38.2 %
Total gross loans, net of deferred fees
4,030,255
100.0 %
3,845,124
100.0 %
Less—allowance for credit losses
(44,232 )
(42,280 )
Total loans, net
$ 3,986,023
$ 3,802,844
We have included the table below to provide additional
clarity on our commercial real estate exposure. We have not identified any geographic concentrations within these collateral types. The
table below presents the majority of our commercial real estate exposure by collateral type which are included in the commercial business,
construction, and non-owner occupied segments.
June 30, 2026
(dollars in thousands)
Outstanding
% of Loan
Portfolio
Average Loan
Size
Weighted Average
LTV
Collateral
Office
$ 230,575
5.72 %
$ 1,468
55 %
Retail
209,491
5.20 %
1,665
50 %
Hotel
148,948
3.70 %
7,963
47 %
Multifamily
94,981
2.36 %
2,376
46 %
December 31, 2025
(dollars in thousands)
Outstanding
% of Loan
Portfolio
Average Loan
Size
Weighted Average
LTV
Collateral
Office
$ 221,425
5.76 %
$ 1,377
53 %
Retail
186,692
4.86 %
1,611
50 %
Hotel
144,155
3.75 %
7,651
48 %
Multifamily
101,703
2.64 %
2,462
43 %
Our level of non-owner occupied commercial real
estate loans represents 237.3% of the Bank’s total risk-based capital at June 30, 2026 compared to 236.5% at December 31, 2025.
Nonperforming assets
Nonperforming assets include real estate acquired
through foreclosure or deed taken in lieu of foreclosure and loans on nonaccrual status. Generally, a loan is placed on nonaccrual status
when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and
collection efforts, that the borrower’s financial condition is such that collection of the contractual principal or interest on
the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction in principal when
received. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance
with the loan terms and to show capacity to continue performing into
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the future before that loan can be placed back on accrual status.
As of June 30, 2026 and December 31, 2025 we had no loans that were 90 days past due and still accruing.
Following is a summary of our nonperforming assets.
(dollars in thousands)
June 30, 2026
December 31, 2025
Commercial
Owner occupied RE
$ 2,667
259
Non-owner occupied RE
2,030
6,917
Business
1,330
189
Consumer
Real estate
4,805
5,763
Home equity
354
705
Total nonaccrual loans
11,186
13,833
Other real estate owned
1,375
275
Total nonperforming assets
$ 12,561
14,108
At June 30, 2026, nonperforming assets were $12.6
million, or 0.27% of total assets and 0.31% of gross loans. Comparatively, nonperforming assets were $14.1 million, or 0.32% of total
assets and 0.37% of gross loans at December 31, 2025. The increase in commercial owner occupied loans was primarily due to one loan being
moved to non-accrual status during the first quarter of 2026, while the decrease in commercial non-owner occupied loans was primarily
driven by the payoff of one large non-residential loan. The amount of foregone interest income on nonaccrual loans in the second quarter
of 2026 and 2025 was $220,000 and $126,000, respectively.
At June 30, 2026 and December 31, 2025, the allowance
for credit losses represented 395.41% and 305.65% of the total amount of nonperforming loans, respectively. A significant portion of the
nonperforming loans at June 30, 2026 were secured by real estate. We have evaluated the underlying collateral on these loans and believe
that the collateral on these loans is sufficient to minimize future losses.
As a general practice, most of our commercial loans
and a portion of our consumer loans are originated with relatively short maturities of less than ten years. As a result, when a loan reaches
its maturity, we frequently renew the loan and thus extend its maturity using similar credit standards as those used when the loan was
first originated. Due to these loan practices, we may, at times, renew loans which are classified as nonaccrual after evaluating the loan’s
collateral value and financial strength of its guarantors. Nonaccrual loans are renewed at terms generally consistent with the ultimate
source of repayment and rarely at reduced rates. In these cases, we will generally seek additional credit enhancements, such as additional
collateral or additional guarantees to further protect the loan. When a loan is no longer performing in accordance with its stated terms,
we will typically seek performance under the guarantee.
In addition, at June 30, 2026, 81.0% of our loans
were collateralized by real estate and 88.6% of our individually evaluated loans were secured by real estate. We utilize third party appraisers
to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require us to obtain updated appraisals
on an annual basis, either through a new external appraisal or an appraisal evaluation. Individually evaluated loans are reviewed on a
quarterly basis to determine the level of credit loss. As of June 30, 2026, we did not have any individually evaluated real estate loans
carried at a value in excess of the appraised value. We typically charge-off a portion or create a specific reserve for individually evaluated
loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement.
At June 30, 2026, individually evaluated loans
totaled $12.5 million, for which $6.0 million of these loans had a reserve of approximately $2.6 million allocated in the allowance for
credit losses. Comparatively, individually evaluated loans totaled $15.1 million at December 31, 2025 for which $5.2 million of these
loans had a reserve of approximately $1.5 million allocated in the allowance for credit losses.
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Allowance for Credit Losses
The allowance for credit losses was $44.2 million,
representing 1.10% of outstanding loans and providing coverage of 395.41% of nonperforming loans at June 30, 2026, compared to $42.3 million,
or 1.10% of outstanding loans and 305.65% of nonperforming loans at December 31, 2025. At June 30, 2025, the ACL was $41.3 million, or
1.10% of outstanding loans and 362.35% of nonperforming loans.
Under the
DCF methodology, expected loss rates are evaluated at the individual loan level using contractual cash flows, prepayment assumptions,
reasonable and supportable economic forecasts, and other model inputs. Internal risk ratings continue to inform credit risk monitoring,
segmentation, and qualitative adjustments, as applicable. The incorporation of the weighted average life of loan into the calculation
was a key driver of the change in allocation between our commercial portfolio and our consumer portfolio as the weighted average life
of our consumer loans is generally longer than that of our commercial loans, thus driving the changes in the expected loss rate to correlate
to the expected life of the loan. As a result, the allocation of the ACL shifted among loan categories, reducing the ACL allotted to the
commercial portfolio and increasing the ACL allotted to the consumer portfolio.
The following
table summarizes the allocation of the allowance for credit losses among the various loan categories.
June
30, 2026
December
31, 2025
(dollars
in thousands)
Amount
% (1)
Amount
% (1)
Commercial
Owner occupied RE
$ 3,359
18.7 %
$ 3,911
19.2 %
Non-owner occupied RE
5,753
24.0 %
6,773
24.9 %
Construction
874
1.6 %
611
1.7 %
Business
14,203
17.7 %
12,148
16.0 %
Total commercial
24,189
62.0 %
23,443
61.8 %
Consumer
Real estate
16,596
29.0 %
15,866
30.0 %
Home equity
2,516
6.8 %
1,827
6.5 %
Construction
343
0.9 %
569
0.6 %
Other
588
1.3 %
575
1.1 %
Total consumer
20,043
38.0 %
18,837
38.2 %
Total allowance for credit losses
$ 44,232
100.0 %
$ 42,280
100.0 %
(1) Percentage
of loans in each category to total loans.
Deposits and Other Interest-Bearing Liabilities
Our primary source of funds for loans and investments
is our deposits and advances from the FHLB. In the past, we have chosen to obtain a portion of our certificates of deposits from areas
outside of our market in order to obtain longer term deposits than are readily available in our local market. Our internal guidelines
regarding the use of brokered CDs limit our brokered CDs to 30% of total deposits, which allows us to take advantage of the attractive
terms that wholesale funding can offer while mitigating the related inherent risk.
Our retail deposits represented $3.56 billion,
or 90.4% of total deposits, while our brokered deposits represented $379.4 million, or 9.6%, of total deposits at June 30, 2026. At December
31, 2025, retail deposits represented $3.16 billion, or 85.1%, of our total deposits, and brokered deposits were $552.9 million, representing
14.9% of our total deposits. The $392.1 million increase in retail deposits during the first six months of 2026 relates to our intense
focus on growing client and core deposits and allowed us to reduce the balance of our brokered deposits by $173.5 million during the same
period. Our loan-to-deposit ratio was 102% at June 30, 2026 and 103% at December 31, 2025.
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The following is a detail of our deposit accounts:
June 30,
December 31,
(dollars in thousands)
2026
2025
Non-interest bearing
$ 799,246
732,287
Interest bearing:
NOW accounts
538,443
423,270
Money market accounts
1,765,697
1,573,039
Savings
29,460
29,470
Time deposits
423,199
405,848
Total retail deposits
3,556,045
3,163,914
Brokered deposits
379,407
552,889
Total deposits
$ 3,935,452
3,716,803
Our primary focus is on increasing core deposits,
which exclude out-of-market deposits and time deposits of $250,000 or more, in order to provide a relatively stable funding source for
our loan portfolio and other earning assets. In addition, at June 30, 2026 and December 31, 2025, we estimate that we have approximately
$1.8 billion and $1.5 billion, or 46.8% and 39.6% of total deposits, respectively, in uninsured deposits, including related interest accrued
and unpaid. Since it is not reasonably practicable to provide a precise measure of uninsured deposits, the amounts above are estimates
and are based on the same methodologies and assumptions used by the FDIC for the Bank’s regulatory reporting requirements.
The following table shows the average balance amounts and the average
rates paid on deposits.
Six months ended
June,
2026
2025
(dollars in thousands)
Amount
Rate
Amount
Rate
Noninterest-bearing demand deposits
$ 788,252
0.00 %
$ 690,017
0.00 %
Interest-bearing demand deposits
500,978
1.14 %
319,328
0.85 %
Money market accounts
1,722,807
2.89 %
1,511,760
3.48 %
Savings accounts
29,741
0.15 %
31,854
0.31 %
Time deposits less than $250,000
173,176
3.22 %
185,203
3.84 %
Time deposits greater than $250,000
698,387
4.18 %
751,414
4.52 %
Total deposits
$ 3,913,341
2.31 %
$ 3,489,576
2.77 %
During the first six months of 2026, our average
transaction account balances increased by $488.8 million, or 19.1%, from the prior year, while our average time deposit balances decreased
by $65.1 million, or 7.0%. The increase in our average transaction account balances is the result of our focus on growing core deposits.
All of our time deposits are certificates of deposits.
The maturity distribution of our time deposits $250,000 or more at June 30, 2026 and December 31, 2025 was as follows:
June
30,
December 31,
(dollars in thousands)
2026
2025
Three months or less
$ 242,526
215,650
Over three through six months
215,431
180,050
Over six through twelve months
38,425
271,920
Over twelve months
130,253
110,334
Total time deposits
$ 626,635
777,954
Time deposits that meet or exceed the FDIC insurance limit of $250,000
at June 30, 2026 and December 31, 2025 were $626.6 million and $778.0 million, respectively. We have a relationship with IntraFi Promontory
Network, allowing us to provide deposit customers with access to aggregate FDIC insurance in amounts exceeding $250,000.
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This gives us the ability, as and when needed,
to attract and retain large deposits from insurance conscious customers. With IntraFi, we have the option to keep deposits on balance
sheet or sell them to other members of the network.
At June 30, 2026 and December 31, 2025, we had
$240.0 million of convertible fixed rate FHLB advances with a weighted average rate of 3.70% and 3.74%, respectively. At June 30, 2026,
the $240.0 million was secured with approximately $1.40 billion of mortgage loans and $14.8 million of stock in the FHLB. At December
31, 2025, the $240.0 million was secured with approximately $1.38 billion of mortgage loans and $14.5 million of stock in the FHLB.
Listed below is a summary of the terms and maturities
of the advances outstanding at June 30, 2026 and December 31, 2025.
(dollars in thousands)
June
30, 2026
December
31, 2025
Maturity
Amount
Rate
Amount
Rate
April 28, 2028
$ -
-
$ 40,000
3.51 %
June 28, 2028
40,000
3.54 %
40,000
3.54 %
July 10, 2028
40,000
3.87 %
40,000
3.87 %
July 10, 2028
40,000
3.96 %
40,000
3.96 %
May 15, 2029
35,000
3.90 %
35,000
3.90 %
July 10, 2029
45,000
3.69 %
45,000
3.69 %
April 28, 2031
40,000
3.26 %
-
-
Total FHLB Advances
outstanding
$ 240,000
3.70 %
$ 240,000
3.74 %
Liquidity and Capital Resources
Liquidity is our ability to fund operations, to
meet depositor withdrawals, to provide for customers’ credit needs, and to meet maturing obligations and existing commitments. Our
liquidity principally depends on our cash flows from operating activities, investment in and maturity of assets, changes in balances of
deposits and borrowings, and our ability to borrow funds. The several large bank failures across the United States in the first five months
of 2023 exemplify the potential serious results of the unexpected inability of insured depository institutions to obtain needed liquidity
to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in
an institution’s ability to satisfy its obligations to depositors. We seek to ensure our funding needs are met by maintaining a
level of liquidity through asset and liability management. Liquidity management involves monitoring our sources and uses of funds in order
to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different
balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment
portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit
inflows and outflows are far less predictable and are not subject to the same degree of control.
At June 30, 2026 and December 31, 2025 our cash
and cash equivalents totaled $361.6 million and $269.6 million, respectively, or 7.7% and 6.1% of total assets, respectively. Our investment
securities at June 30, 2026 and December 31, 2025 amounted to $164.9 million and $147.8 million, respectively, or 3.5% and 3.4% of total
assets, respectively. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash
in a timely manner.
Our ability to maintain and expand our deposit
base and borrowing capabilities serves as our primary source of liquidity. We plan to meet our future cash needs through the liquidation
of temporary investments, the generation of deposits, loan payoffs, and from additional borrowings. In addition, we will receive cash
upon the maturity and sale of loans and the maturity of investment securities. We maintain five federal funds purchased lines of credit
with correspondent banks totaling $113.5 million for which there were no borrowings against the lines of credit at June 30, 2026. We also
had $145.9 million pledged and available with the Federal Reserve Discount Window at June 30, 2026. Comparatively, at December 31, 2025,
we had $181.2 million pledged and available with the Federal Reserve Discount Window.
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We are also a member of the FHLB, from which applications
for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged
to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at June 30, 2026 was $832.1 million,
based primarily on the Bank’s qualifying mortgages available to secure any future borrowings. However, we are able to pledge additional
securities to the FHLB in order to increase our available borrowing capacity. In addition, at June 30, 2026 and December 31, 2025 we had
$302.4 million and $231.9 million, respectively, of letters of credit outstanding with the FHLB to secure client deposits.
We have a relationship with IntraFi Promontory
Network, allowing us to provide deposit customers with access to aggregate FDIC insurance in amounts exceeding $250,000. This gives us
the ability, as and when needed, to attract and retain large deposits from insurance conscious customers. With IntraFi, we have the option
to keep deposits on balance sheet or sell them to other members of the network. Additionally, subject to certain limits, the Bank can
use IntraFi to purchase cost-effective funding without collateralization and in lieu of generating funds through traditional brokered
CDs or the FHLB. In this manner, IntraFi can provide us with another funding option. Thus, it serves as a deposit-gathering tool and an
additional liquidity management tool. Under the Economic Growth, Regulatory Relief, and Consumer Protection Act, a well capitalized bank
with a CAMELS rating of 1 or 2 may hold reciprocal deposits up to the lesser of 20% of its total liabilities or $5 billion without those
deposits being treated as brokered deposits.
We also have a line of credit with another financial
institution for $15.0 million, which was unused at June 30, 2026. The line of credit was renewed on March 5, 2026 at an interest rate
of the U.S. Prime Rate plus 0.25% and matures on March 5, 2027.
We believe that our existing stable base of core
deposits, federal funds purchased lines of credit with correspondent banks, availability with the Federal Reserve Discount Window, and
borrowings from the FHLB will enable us to successfully meet our long-term liquidity needs. However, as short-term liquidity needs arise,
we have the ability to sell a portion of our investment securities portfolio to meet those needs.
Total shareholders’ equity was $452.3 million
at June 30, 2026 and $368.7 million at December 31, 2025. The $83.6 million increase from December 31, 2025 is primarily related to the
issuance of 1,207,500 shares of common stock on April 17, 2026 in a public offering. The common stock was issued at $54.00 per share for
net proceeds of $61.3 million. Proceeds from the offering are being used for general corporate purposes, including supporting organic
growth initiatives, providing capital to the Bank, repurchasing or redeeming outstanding indebtedness, and funding working capital needs.
Consistent with this use, on June 30, 2026, in conjunction with the quarterly interest payment, we applied a portion of these proceeds
to redeem the remaining $11.5 million of outstanding subordinated debt. The increase in shareholders’ equity was also driven by
net income of $21.1 million for the first half of 2026.
The following table shows the return on average
assets (net income divided by average total assets), return on average equity (net income divided by average equity), equity to assets
ratio (average equity divided by average assets), and tangible common equity ratio (total equity less preferred stock divided by total
assets) annualized for the six months ended June 30, 2026 and the year ended December 31, 2025.
June
30, 2026
December
31, 2025
Return on average assets
0.94 %
0.72 %
Return on average equity
10.46 %
8.73 %
Return on average common equity
10.46 %
8.73 %
Average equity to average assets ratio
8.94 %
8.20 %
Tangible common equity to assets ratio
9.62 %
8.37 %
Under the capital adequacy guidelines, regulatory
capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital
to risk-weighted assets. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on securities
available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain
off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type
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of asset. Tier 2 capital consists of Tier 1 capital plus the general reserve for credit losses, subject to certain limitations. We are
also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.
Regulatory capital rules, which we refer to as
Basel III, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state
banks and savings associations regardless of size and bank holding companies and savings and loan holding companies other than “small
bank holding companies,” generally holding companies with consolidated assets of less than $3 billion. In order to avoid restrictions
on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital
conservation buffer” on top of our minimum risk-based capital requirements. This buffer must consist solely of common equity Tier
1, but the buffer applies to all three measurements (common equity Tier 1, Tier 1 capital and total capital). The capital conservation
buffer consists of an additional amount of CET1 equal to 2.5% of risk-weighted assets.
To be considered “well capitalized”
for purposes of certain rules and prompt corrective action requirements, the Bank must maintain a minimum total risk-based capital ratio
of at least 10%, a total Tier 1 capital ratio of at least 8%, a common equity Tier 1 capital ratio of at least 6.5%, and a leverage ratio
of at least 5%. As of June 30, 2026 our capital ratios exceed these ratios and we remain “well capitalized.”
The following table summarizes the capital amounts and ratios of the
Bank and the regulatory minimum requirements.
June 30, 2026
Actual
For capital
adequacy purposes
minimum plus the
capital conservation
buffer
To be well capitalized
under prompt
corrective
action provisions
minimum
(dollars in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk weighted assets)
$ 461,057
12.84 %
$ 287,340
8.00 %
$ 359,174
10.00 %
Tier 1 Capital (to risk weighted assets)
416,825
11.61 %
215,505
6.00 %
287,340
8.00 %
Common Equity Tier 1 Capital (to risk weighted assets)
416,825
11.61 %
161,628
4.50 %
233,463
6.50 %
Tier 1 Capital (to average assets)
416,825
8.89 %
187,474
4.00 %
234,343
5.00 %
December 31, 2025
Actual
For capital
adequacy purposes
minimum plus the
capital conservation
buffer
To be well capitalized
under prompt
corrective
action provisions
minimum
(dollars
in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk weighted assets)
$ 437,207
12.85 %
$ 272,120
8.00 %
$ 340,150
10.00 %
Tier 1 Capital (to risk weighted assets)
394,927
11.61 %
204,090
6.00 %
272,120
8.00 %
Common Equity Tier 1 Capital (to risk weighted assets)
394,927
11.61 %
153,068
4.50 %
221,098
6.50 %
Tier 1 Capital (to average assets)
394,927
9.06 %
174,276
4.00 %
217,845
5.00 %
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The following table summarizes the capital amounts and ratios of the
Company and the minimum regulatory requirements.
June 30,
2026
Actual
For
capital
adequacy purposes
minimum plus the
capital conservation
buffer (1)
To be well
capitalized
under prompt
corrective
action provisions
minimum
(dollars in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk weighted assets)
$ 517,872
14.42 %
$ 287,338
8.00 %
N/A
N/A
Tier 1 Capital (to risk weighted assets)
473,640
13.19 %
215,503
6.00 %
N/A
N/A
Common Equity Tier 1 Capital (to risk weighted assets)
460,640
12.83 %
161,628
4.50 %
N/A
N/A
Tier 1 Capital (to average assets)
473,640
10.10 %
187,493
4.00 %
N/A
N/A
December
31, 2025
Actual
For
capital
adequacy purposes
minimum plus the
capital conservation
buffer
To
be well capitalized
under prompt
corrective
action provisions
minimum (1)
(dollars
in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk weighted assets)
$ 438,292
12.89 %
272,120
8.00 %
N/A
N/A
Tier 1 Capital (to risk weighted assets)
389,112
11.44 %
204,090
6.00 %
N/A
N/A
Common Equity Tier 1 Capital (to risk weighted assets)
376,112
11.06 %
153,068
4.50 %
N/A
N/A
Tier 1 Capital (to average assets)
389,112
8.93 %
174,293
4.00 %
N/A
N/A
(1) The
prompt corrective action provisions are only applicable at the Bank level. The Bank exceeded
the general minimum regulatory requirements to be considered “well capitalized.”
The ability of
the Company to pay cash dividends to shareholders is dependent upon receiving cash in the form of dividends from the Bank. The dividends
that may be paid by the Bank to the Company are subject to legal limitations and regulatory capital requirements. Since our inception,
we have not paid cash dividends to shareholders.
Effect of Inflation and Changing
Prices
The effect of relative purchasing power over time
due to inflation has not been taken into account in our consolidated financial statements. Rather, our financial statements have been
prepared on a historical cost basis in accordance with generally accepted accounting principles.
Unlike most industrial companies, our assets and
liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on
our performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as
the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships
between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.
Off-Balance Sheet Risk
Commitments to extend credit are agreements to
lend money to a client as long as the client has not violated any material condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and may require the payment of a fee. At June 30, 2026 unfunded commitments to
extend credit were $926.5 million, of which $100.5 million were at fixed rates and $826.0 million were at variable rates. At December
31, 2025, unfunded commitments to extend credit were $843.6 million, of which approximately $81.4 million were at fixed rates and $762.2
million were at variable rates. A significant portion of the unfunded commitments related to commercial business loans and consumer home
equity lines of credit. We evaluate each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained,
if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. The type of collateral varies but
may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.
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As of June 30,
2026 the reserve for unfunded commitments was $2.2 million or 0.24%, compared to $2.0 million or 0.23% as of December 31, 2025.
At June 30, 2026 and December 31, 2025, there were
commitments under letters of credit for $20.6 million and $20.4 million, respectively. The credit risk and collateral involved in issuing
letters of credit is essentially the same as that involved in extending loan facilities to customers. Since most of the letters of credit
are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.
Except as disclosed in this report, we are not
involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions
that could result in liquidity needs or other commitments that significantly impact earnings.
Critical Accounting Estimates
We have adopted various accounting policies that
govern the application of accounting principles generally accepted in the United States and with general practices within the banking
industry in the preparation of our financial statements.
Certain accounting policies inherently involve
a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that
could be materially different than originally reported, which could have a material impact on the carrying values of our assets and liabilities
and our results of operations. Of the significant accounting policies used in the preparation of our consolidated financial statements,
we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates”
in our Annual Report on Form 10-K for the year ended December 31, 2025, for a description our significant accounting policies that use
critical accounting estimates.
Accounting, Reporting, and
Regulatory Matters
See Note 1 – Summary of Significant Accounting
Policies in the accompanying notes to consolidated financial statements included elsewhere in this report for details of recently issued
accounting pronouncements and their expected impact on our consolidated financial statements.
Other accounting standards that have been issued
or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a
material impact on the consolidated financial statements upon adoption.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Market risk is the risk of loss from adverse changes
in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering, and
borrowing activities. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not generally
arise in the normal course of our business.
We actively monitor and manage our interest rate
risk exposure to seek to control the mix and maturities of our assets and liabilities utilizing a process we call asset/liability management.
The essential purposes of asset/liability management are to seek to ensure adequate liquidity and to maintain an appropriate balance between
interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest
rates. Our asset/liability management committee (“ALCO”) monitors and considers methods of managing exposure to interest rate
risk by repricing assets or liabilities, selling securities available for sale, replacing an asset or liability at maturity, by adjusting
the interest rate during the life of an asset or liability, or by the use of derivatives such as interest rate swaps and other hedging
instruments. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge the risk and minimize the
impact on net interest income of rising or falling interest rates. We have both an internal ALCO consisting of senior management that
meets no less than quarterly and a board risk committee that meets quarterly, and both committees are responsible for maintaining the
level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.
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Table of Contents
As of June 30, 2026, the following table summarizes
the forecasted impact on net interest income using a base case scenario given upward and downward movements in interest rates of 100,
200, and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing
rates. Estimates are based on current economic conditions, historical interest rate cycles and other factors deemed to be relevant. However,
underlying assumptions may be impacted in future periods which were not known to management at the time of the issuance of the Consolidated
Financial Statements. Therefore, management’s assumptions may or may not prove valid. No assurance can be given that changing economic
conditions and other relevant factors impacting our net interest income will not cause actual occurrences to differ from underlying assumptions.
In addition, this analysis does not consider any strategic changes to our balance sheet which management may consider as a result of changes
in market conditions.
Interest
rate scenario
Change
in net interest
income from base
Up 300 basis points
(5.92 )%
Up 200 basis points
(3.28 )%
Up 100 basis points
(1.44 )%
Base
-
Down 100 basis points
1.41 %
Down 200 basis points
4.51 %
Down 300 basis points
7.97 %
Item 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure
that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed,
summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive
Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in the Company’s
internal control over financial reporting during the six months ended June 30, 2026, that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
We are a party to claims and lawsuits arising in
the course of normal business activities. Management is not aware of any material pending legal proceedings against the Company which,
if determined adversely, would have a material adverse impact on our financial position, results of operations or cash flows.
Item 1A. RISK FACTORS.
Investing in shares of our common stock involves
certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31,
2025, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary
Warning Regarding Forward-Looking Statements” set forth in Part I, Item 2 of this Form 10-Q, risks and matters described elsewhere
in this Form 10-Q, and in our other filings with the SEC.
There have been no material changes to the risk
factors previously disclosed in the Company’s (i) Annual Report on Form 10-K for fiscal year ended December 31, 2025.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(a) Sales of Unregistered Securities – None
(b) Use of Proceeds – Not applicable
(c) Issuer Purchases of Securities
The following table reflects share repurchase activity
during the second quarter of 2026:
(d) Maximum
(c) Total
Number (or
Number of
Approximate
Shares (or
Dollar Value) of
Units)
Shares (or
(a) Total
Purchased as
Units) that May
Number of
Part of Publicly
Yet Be
Shares (or
(b) Average
Announced
Purchased
Units)
Price Paid per
Plans or
Under the Plans
Period
Purchased
Share (or Unit)
Programs
or Programs
April 1, 2026 – April 30, 2026
-
-
-
$ 5,000,000
May 1, 2026 – May 31, 2026
-
-
-
$ 5,000,000
June 1, 2026 – June 30, 2026
-
-
-
$ 5,000,000
Total
-
-
-
$ 5,000,000
* On June 17, 2025, we announced a share
repurchase plan allowing us to repurchase up to $5.0 million of shares of our common stock (the “Repurchase Plan”). We are
not obligated to purchase any such shares under the Repurchase Plan, and the Repurchase Plan may be discontinued, suspended or restarted
at any time; however, repurchases under the Repurchase Plan after May 22, 2026 would require additional approval of our Board of Directors
and the Federal Reserve. As of June 30, 2026, we did not repurchase any of the shares authorized for repurchase under the Repurchase Plan
prior to its expiration.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
Item 5. OTHER INFORMATION.
Trading Plans
During the three months ended June 30, 2026, no director or “officer”
of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408 of Regulation S-K of the Securities Act of 1933.
Item 6. EXHIBITS.
The exhibits required to be filed as part of this
Quarterly Report on Form 10-Q are listed in the Index to Exhibits attached hereto and are incorporated herein by reference.
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INDEX TO EXHIBITS
Exhibit
Number
Description
31.1
Rule 13a-14(a) Certification of the Principal Executive Officer.
31.2
Rule 13a-14(a) Certification of the Principal Financial Officer.
32
Section 1350 Certifications.
101
The following materials from the Quarterly Report on Form 10-Q of Southern First Bancshares, Inc. for the quarter ended June 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SOUTHERN FIRST BANCSHARES, INC.
Registrant
Date: August 3, 2026
/s/ R. Arthur Seaver,
Jr.
R. Arthur Seaver, Jr.
Chief Executive Officer (Principal Executive Officer)
Date: August 3, 2026
/s/ Christian J. Zych
Christian J. Zych
Chief Financial Officer (Principal Financial Officer)
49
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.