What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 185 added, 152 removed, 1254 unchanged (21% of the section changed)

3 unchanged sentences

(In thousands, except share data;

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and due from banks $ 100,693 $ 85,409

34 unchanged sentences

Preferred stock, no par value:

1,000,000 shares authorized, zero issued and outstanding at June 30, 2025 and December 31, 2024

1,000,000 shares authorized, zero issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, no par value:

50,000,000 shares authorized;

32,550,264 and 32,970,425 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

32,506,880 and 32,970,425 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

685,594 693,462

8 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

36 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net income $ 34,019 $ 29,051 $ 87,924 $ 85,834

Other comprehensive income (loss), net of tax:

Unrealized gains (losses) on available for sale securities arising during the period 9,008 2,852 31,106 ( 8,346 )

Other comprehensive income, net of tax:

Unrealized gains on available for sale securities arising during the period 16,399 44,538 47,505 36,192

Change in minimum pension liability — — — —

Change in joint beneficiary agreements — — — —

Other comprehensive income (loss) 9,008 2,852 31,106 ( 8,346 )

Other comprehensive income 16,399 44,538 47,505 36,192

Comprehensive income $ 50,418 $ 73,589 $ 135,429 $ 122,026

3 unchanged sentences

(In thousands, except share and per share data;

Balance at Shares of

Stock Retained

1 unchanged sentence

Comprehensive Income (Loss) Total

Balance at April 1, 2024 33,168,770 $ 696,464 $ 630,954 $ ( 164,367 ) $ 1,163,051

Balance at July 1, 2024 32,989,327 $ 691,878 $ 644,687 $ ( 161,515 ) $ 1,175,050

Net income 29,051 29,051

Other comprehensive income (loss) 44,538 44,538

Stock options exercised 7,500 174 174

RSU vesting 809 809

5 unchanged sentences

( 10,888 ) ( 10,888 )

Three months ended June 30, 2024 32,989,327 $ 691,878 $ 644,687 $ ( 161,515 ) $ 1,175,050

Balance at April 1, 2025 32,892,488 $ 692,500 $ 693,383 $ ( 130,364 ) $ 1,255,519

Three months ended September 30, 2024 33,000,508 $ 693,176 $ 662,816 $ ( 116,977 ) $ 1,239,015

Balance at July 1, 2025 32,550,264 $ 685,489 $ 702,690 $ ( 121,356 ) $ 1,266,823

Net income 34,019 34,019

Other comprehensive income (loss) 16,399 16,399

Stock options exercised — — —

RSU vesting 874 874

1 unchanged sentence

RSUs released 4,710 —

PSUs released 7,911 —

Repurchase of common stock ( 56,005 ) ( 1,180 ) ( 1,324 ) ( 2,504 )

1 unchanged sentence

( 11,717 ) ( 11,717 )

Three months ended June 30, 2025 32,550,264 $ 685,489 $ 702,690 $ ( 121,356 ) $ 1,266,823

Three months ended September 30, 2025 32,506,880 $ 685,594 $ 723,668 $ ( 104,957 ) $ 1,304,305

Balance at January 1, 2024 33,268,102 $ 697,349 $ 615,502 $ ( 153,169 ) $ 1,159,682

1 unchanged sentence

Other comprehensive income (loss) 36,192 36,192

Stock options exercised 7,500 174 174

RSU vesting 2,428 2,428

5 unchanged sentences

( 32,766 ) ( 32,766 )

Six months ended June 30, 2024 32,989,327 691,878 644,687 ( 161,515 ) 1,175,050

Nine months ended September 30, 2024 33,000,508 693,176 662,816 ( 116,977 ) 1,239,015

Balance at January 1, 2025 32,970,425 $ 693,462 $ 679,907 $ ( 152,462 ) $ 1,220,907

1 unchanged sentence

Other comprehensive income (loss) 47,505 47,505

Stock options exercised — — —

RSU vesting 2,554 2,554

1 unchanged sentence

RSUs released 75,845 —

PSUs released 7,911 —

Repurchase of common stock ( 547,301 ) ( 11,528 ) ( 10,798 ) ( 22,326 )

1 unchanged sentence

( 33,365 ) ( 33,365 )

Six months ended June 30, 2025 32,550,264 $ 685,489 $ 702,690 $ ( 121,356 ) $ 1,266,823

Nine months ended September 30, 2025 32,506,880 $ 685,594 $ 723,668 $ ( 104,957 ) $ 1,304,305

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(In thousands;

For the six months ended June 30,

For the nine months ended September 30,

Operating activities:

6 unchanged sentences

Loss on sale of investment securities 3,266 43

Originations of loans for resale ( 38,334 ) ( 25,245 )

Proceeds from sale of loans originated for resale 37,984 25,682

Originations of loans for sale ( 54,156 ) ( 48,197 )

Proceeds from sale of loans originated for sale 52,825 47,476

Gain on sale of loans ( 1,174 ) ( 1,198 )

Change in fair market value of mortgage servicing rights 297 468

Provision for losses on foreclosed assets 3 262

Gain on transfer of loans to foreclosed assets — ( 38 )

(Gain) loss on sale of foreclosed assets ( 3 ) 26

Change in the market value of foreclosed assets 3 262

3 unchanged sentences

Gain on life insurance death benefit ( 1,209 ) —

(Gain) loss on marketable and trading equity securities ( 47 ) 149

(Gain) loss on marketable equity securities ( 72 ) ( 121 )

Equity compensation vesting expense 3,660 3,550

Gain on extinguishment of junior subordinated debt ( 2,504 ) —

Interest receivable 2,684 3,707

11 unchanged sentences

Purchases of premises and equipment ( 4,585 ) ( 3,250 )

Proceeds from the payment of life insurance benefits 7,312 —

Net cash from (used by) investing activities ( 3,639 ) 344,951

4 unchanged sentences

Dividends paid ( 33,365 ) ( 32,766 )

Retirement of junior subordinated debt, net ( 59,953 ) —

Exercise of stock options — 174

Net cash from (used by) financing activities 58,670 ( 209,005 )

4 unchanged sentences

Supplemental disclosure of noncash activities:

Unrealized gain (loss) on securities available for sale $ 44,160 $ ( 11,848 )

Unrealized gain on securities available for sale $ 67,443 $ 51,383

Market value of shares tendered in-lieu of cash to pay for exercise of equity and/or related taxes 1,072 1,168

16 unchanged sentences

All inter-company accounts and transactions have been eliminated in consolidation.

The Company has five capital subsidiary business trusts (collectively, the “Capital Trusts”) that issued trust preferred securities, including two organized by the Company and three acquired with the acquisition of North Valley Bancorp.

For financial reporting purposes, the Company’s investments in the Capital Trusts of $ 1.8 million are accounted for under the equity method and, accordingly, are not consolidated and are included in other assets on the consolidated balance sheet.

See the Note 8 - footnote Junior Subordinated Debt for additional information on borrowings outstanding.

The Company maintains two capital subsidiary business trusts (collectively, the “Capital Trusts”), both organized by the Company.

For financial reporting purposes, the Company’s remaining investments in the Capital Trusts of $ 1.2 million are accounted for under the equity method and, accordingly, are not consolidated and are included in other assets on the consolidated balance sheet.

Use of Estimates in the Preparation of Financial Statements

23 unchanged sentences

The Company measures expected credit losses on HTM debt securities on a collective basis by major security type, then further disaggregated by sector and bond rating.

Accrued interest receivable on HTM debt securities was considered insignificant at June 30, 2025 and December 31, 2024 and is therefore excluded from the estimate of credit losses.

The estimate of expected credit losses considers

historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts based on current and expected changes in credit ratings and default rates.

Accrued interest receivable on HTM debt securities was considered insignificant at September 30, 2025 and December 31, 2024 and is therefore excluded from the estimate of credit losses.

The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts based on current and expected changes in credit ratings and default rates.

Based on the implied guarantees of the U.

Government or its agencies related to certain of these investment securities, and the absence of any historical or expected losses, substantially all qualify for a zero loss assumption.

Government or its agencies related

to certain of these investment securities, and the absence of any historical or expected losses, substantially all qualify for a zero loss assumption.

Management has separately evaluated its HTM investment securities from obligations of state and political subdivisions utilizing the historical loss data represented by similar securities over a period of time spanning nearly 50 years.

8 unchanged sentences

Losses are charged against the ACL when management believes the uncollectability of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

No security credit losses were recognized during the six month periods ended June 30, 2025 and 2024, respectively.

No security credit losses were recognized during the nine-month periods ended September 30, 2025 and 2024, respectively.

Loans that management has the intent and ability to hold until maturity or payoff are reported at principal amount outstanding, net of deferred loan fees and costs.

30 unchanged sentences

PCD assets are assets acquired at a discount that is due, in part, to credit quality deterioration since their origination.

PCD assets are initially recorded and accounted for at fair value, by taking the sum of the present value of expected future cash flows and an allowance for credit losses, at acquisition.

PCD assets are initially recorded and accounted for at fair value, by taking the sum of the present value of expected future cash flows and an allowance for

credit losses, at acquisition.

The allowance for credit losses for PCD assets is recorded through a gross-up of reserves on the balance sheet, while the allowance for acquired non-PCD assets, such as loans, is recorded through the provision for credit losses on the income statement, consistent with originated loans.

10 unchanged sentences

Standard Summary of Guidance Effects on financial statements

ASU 2023-09 - Income Taxes (Topic 740):

Improvements to Income Tax Disclosures • Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria.

• Requires disclosure of the amount of net income taxes paid for federal, state, and foreign taxes, including amounts in each jurisdiction where net taxes paid are equal to or greater than a 5% quantitative threshold.

• Requires disclosure of pre-tax income disaggregated between domestic and foreign tax jurisdictions, as well as income tax expense disaggregated by federal, state, and foreign jurisdictions.

• Effective for fiscal years beginning after December 15, 2024, with first disclosure additions to be included in the 2025 Annual Report on Form 10-K.

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

• The adoption is not expected to result in a material impact on the Company's consolidated financial statements.

Note 2 - Investment Securities

The amortized cost, estimated fair values and allowance for credit losses of investments in debt securities are summarized in the following tables:

June 30, 2025

September 30, 2025

(in thousands) Amortized

29 unchanged sentences

Total debt securities held to maturity $ 111,866 $ 5 $ ( 7,522 ) $ 104,349

Proceeds from the sale of available for sale investment securities totaled $ 0.7 million and $ 28.6 million for the three months ended June 30, 2025 and 2024, respectively, and resulted in gross realized gains of $ 4.0 thousand and gross realized losses of $ 2.9 million during those respective periods.

Proceeds from the sale of available for sale investment securities totaled $ 30.7 million and $ 28.6 million for the six months ended June 30, 2025 and 2024, respectively, resulting in gross realized losses of $ 1.1 million and $ 2.9 million, respectively.

Investment securities with an aggregate carrying value of $ 891.9 million and $ 716.0 million at June 30, 2025 and December 31, 2024, respectively, were pledged as collateral for specific borrowings, lines of credit or local agency deposits.

The amortized cost and estimated fair value of debt securities at June 30, 2025 by contractual maturity are shown below.

Proceeds from the sale of available for sale investment securities totaled $ 28.5 million for the three months ended September 30, 2025 which resulted in gross realized losses of $ 2.1 million.

There were no available for sale investment securities sold during the three months ended September 30, 2024.

Proceeds from the sale of available for sale investment securities totaled $ 58.5 million and $ 28.6 million for the nine months ended September 30, 2025 and 2024, respectively, resulting in gross realized losses of $ 3.3 million and $ 2.9 million, respectively.

Investment securities with an aggregate carrying value of $ 853.6 million and $ 716.0 million at September 30, 2025 and December 31, 2024, respectively, were pledged as collateral for specific borrowings, lines of credit or local agency deposits.

The amortized cost and estimated fair value of debt securities at September 30, 2025 by contractual maturity are shown below.

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

At June 30, 2025, obligations of the U.S.

At September 30, 2025, obligations of the U.S.

government and agencies with a cost basis totaling $ 1.2 billion consist almost entirely of residential real estate mortgage-backed securities whose contractual maturity, or principal repayment, will follow the repayment of the underlying mortgages.

1 unchanged sentence

government and agencies is categorized based on final maturity date.

At June 30, 2025, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S.

At September 30, 2025, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S.

government corporations and agencies to be approximately 6.00 years.

Average remaining life is defined as the time span after which the principal balance has been reduced by half.

As of June 30, 2025, the contractual final maturity for available for sale and held to maturity investment securities is as follows:

As of September 30, 2025, the contractual final maturity for available for sale and held to maturity investment securities is as follows:

Debt Securities Available for Sale Held to Maturity

8 unchanged sentences

Totals $ 1,906,961 $ 1,740,756 $ 95,446 $ 91,299

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of June 30, 2025, the Company has concluded that it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio.

There was no allowance for credit losses related to investment securities as of June 30, 2025 or December 31, 2024.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of September 30, 2025, the Company has concluded that it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio.

There was no allowance for credit losses related to investment securities as of September 30, 2025 or December 31, 2024.

Gross unrealized losses on debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:

June 30, 2025:

September 30, 2025:

Less than 12 months 12 months or more Total

42 unchanged sentences

It is expected that the securities would not be settled at a price less than the amortized cost of the investment.

Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these securities and there has been no credit losses recorded as of June 30, 2025.

At June 30, 2025, 228 debt securities representing obligations of U.S.

At September 30, 2025, 133 debt securities representing obligations of U.S.

government agencies had unrealized losses with aggregate depreciation of 11.25 % from the Company’s amortized cost basis.

2 unchanged sentences

It is expected that the securities would not be settled at a price less than the amortized cost of the investment.

At June 30, 2025, 153 debt securities representing obligations of states and political subdivisions had unrealized losses with aggregate depreciation of 11.83 % from the Company’s amortized cost basis.

At September 30, 2025, 147 debt securities representing obligations of states and political subdivisions had unrealized losses with aggregate depreciation of 9.76 % from the Company’s amortized cost basis.

Corporate bonds:

1 unchanged sentence

It is expected that the securities would not be settled at a price less than the amortized cost of the investment.

At June 30, 2025, 4 debt securities representing corporate bonds had unrealized losses with aggregate depreciation of 4.30 % from the Company’s amortized cost basis.

At September 30, 2025, 4 debt securities representing corporate bonds had

unrealized losses with aggregate depreciation of 2.05 % from the Company’s amortized cost basis.

Asset backed securities:

The unrealized losses on investments in asset backed securities were caused by increases in required yields by investors for these types of securities.

At the time of purchase, each of these securities was rated AA or AAA and through June 30, 2025 has not experienced any deterioration in credit rating.

At June 30, 2025, 23 asset backed securities had unrealized losses with aggregate depreciation of 1.59 % from the Company’s amortized cost basis.

At the time of purchase, each of these securities was rated AA or AAA and through September 30, 2025 has not experienced any deterioration in credit rating.

At September 30, 2025, 18 asset backed securities had unrealized losses with aggregate depreciation of 1.77 % from the Company’s amortized cost basis.

The Company continues to monitor these securities for changes in credit rating or other indications of credit deterioration.

Non-agency collateralized mortgage obligations:

1 unchanged sentence

It is expected that the securities would not be settled at a price less than the amortized cost of the investment.

At June 30, 2025, 17 asset backed securities had unrealized losses with aggregate depreciation of 10.03 % from the Company’s amortized cost basis.

The Company monitors credit quality of debt securities held-to-maturity through the use of credit rating.

At September 30, 2025, 14 asset backed securities had unrealized losses with aggregate depreciation of 12.83 % from the Company’s amortized cost basis.

The Company monitors credit quality of debt securities held-to-maturity through the use of credit ratings.

The Company monitors the credit rating on a monthly basis.

The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

6 unchanged sentences

A summary of loan balances at amortized cost are as follows:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Commercial real estate:

20 unchanged sentences

For the periods indicated, the following tables summarize the activity in the allowance for credit losses on loans which is recorded as a contra asset, and the reserve for unfunded commitments which is recorded on the balance sheet within other liabilities:

Allowance for credit losses – Three months ended June 30, 2025

Allowance for credit losses – Three months ended September 30, 2025

(in thousands) Beginning

17 unchanged sentences

Total $ 131,660 $ ( 737 ) $ 123 $ 670 $ 131,716

Allowance for credit losses – Six months ended June 30, 2025

Allowance for credit losses – Nine months ended September 30, 2025

(in thousands) Beginning

44 unchanged sentences

Total $ 127,372 $ ( 4,051 ) $ 1,413 $ 6,632 $ 131,366

Allowance for credit losses – Three months ended June 30, 2024

Allowance for credit losses – Three months ended September 30, 2024

(in thousands) Beginning

18 unchanged sentences

Total $ 129,727 $ ( 444 ) $ 367 $ 220 $ 129,870

Allowance for credit losses – Six months ended June 30, 2024

Allowance for credit losses – Nine months ended September 30, 2024

(in thousands) Beginning

43 unchanged sentences

Based on the most recent analysis performed, the risk category of loans by class of loans is as follows for the period indicated:

Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Term Loans Amortized Cost Basis by Origination Year – As of September 30, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

(in thousands) 2025 2024 2023 2022 2021 Prior

15 unchanged sentences

Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Term Loans Amortized Cost Basis by Origination Year – As of September 30, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

(in thousands) 2025 2024 2023 2022 2021 Prior

39 unchanged sentences

Year-to-date gross charge-offs $ 358 $ 65 $ 15 $ — $ — $ 4 $ 17 $ — $ 459

Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Term Loans Amortized Cost Basis by Origination Year – As of September 30, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

(in thousands) 2025 2024 2023 2022 2021 Prior

138 unchanged sentences

The following table shows the ending balance of current and past due originated loans by loan category as of the date indicated:

Analysis of Past Due Loans - As of June 30, 2025

Analysis of Past Due Loans - As of September 30, 2025

(in thousands) 30-59 days 60-89 days > 90 days Total Past

35 unchanged sentences

Non Accrual Loans

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

(in thousands) Non accrual with no allowance for credit losses Total non accrual Past due 90 days or more and still accruing Non accrual with no allowance for credit losses Total non accrual Past due 90 days or more and still accruing

16 unchanged sentences

Total, net $ 49,687 $ 59,813 $ 4,807 $ 29,061 $ 43,221 $ 59

Interest income on non accrual loans that would have been recognized during the three months ended June 30, 2025 and 2024, if all such loans had been current in accordance with their original terms, totaled $ 2.1 million and $ 0.6 million, respectively.

Interest income actually recognized on these originated loans during the three months ended June 30, 2025 and 2024 was $ 0.3 million and zero , respectively.

Interest income on non accrual loans that would have been recognized during the three months ended September 30, 2025 and 2024, if all such loans had been current in accordance with their original terms, totaled $ 0.2 million and $ 1.6 million, respectively.

Interest income actually recognized on these originated loans during the three months ended September 30, 2025 and 2024 was $ 0.1 million and $ 0.5 million, respectively.

Interest income on non accrual loans that would have been recognized during the nine months ended September 30, 2025 and 2024, if all such loans had been current in accordance with their original terms, totaled $ 3.4 million and $ 3.0 million, respectively.

Interest income actually recognized on these originated loans during the nine months ended September 30, 2025 and 2024 was $ 0.4 million and $ 0.6 million, respectively.

The following tables present the amortized cost basis of collateral dependent loans by class of loans as of the following periods:

As of June 30, 2025

As of September 30, 2025

(in thousands) Retail Office Warehouse Other Multifamily Farmland SFR-1st Deed SFR-2nd Deed Automobile/Truck A/R and Inventory Equipment Total

35 unchanged sentences

For the three months ended

June 30, 2025 June 30, 2024

(in thousands) Combination - Term Extension/Rate Change Payment Delay/Term Extension Total % of Loans Outstanding Payment Delay/Term Extension Payment Delay/Term Reduction Total % of Loans Outstanding

Multifamily $ — $ — — % $ 295 $ — n/m

September 30, 2025 September 30, 2024

(in thousands) Combination - Term Extension/Rate Change Total % of Loans Outstanding Payment Delay/Term Extension Total % of Loans Outstanding

SFR 1-4 1st DT liens $ 199 n/m $ — —

Commercial and industrial — — 326 n/m

Total $ — $ — — % $ 461 $ — 0.01 %

For the six months ended

June 30, 2025 June 30, 2024

(in thousands) Combination - Term Extension/Rate Change Payment Delay/Term Extension Total % of Loans Outstanding Payment Delay/Term Extension Combination - Term Extension/Rate Change Total % of Loans Outstanding

Total $ 199 n/m $ 326 n/m

For the nine months ended

September 30, 2025 September 30, 2024

(in thousands) Combination - Term Extension/Rate Change Total % of Loans Outstanding Payment Delay/Term Extension Combination - Term Extension/Rate Change Total % of Loans Outstanding

Commercial real estate:

1 unchanged sentence

Multifamily — — 295 — n/m

SFR 1-4 1st DT liens 199 n/m — — —

SFR HELOCs and junior liens — — 41 — n/m

Commercial and industrial — — $ 1,008 — 0.21 %

Total $ — $ — — % $ 1,018 $ 211 0.02 %

There were no significant loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025.

For the three months ended June 30, 2024:

Total $ 199 n/m $ 1,344 $ 211 0.02 %

The following tables presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025 and September 30, 2024.

Three and nine months ended September 30, 2025

Modification Type Loan Type Financial Effect

Payment delay / term extension Multifamily Added 12 months to the life of the loan

Payment delay / term extension Commercial and industrial Added a weighted average 60 months to the life of the loans

For the six months ended June 30, 2024:

Combination - term extension / rate change SFR 1-4 1st DT liens Added 36 months to the life of the loan;

converted to fixed rate

Three months ended September 30, 2024

Modification Type Loan Type Financial Effect

Payment delay / term extension Commercial and industrial Added 60 months to the life of the loans

Nine months ended September 30, 2024

Modification Type Loan Type Financial Effect

Combination - term extension / rate change CRE non-owner occupied Added 120 months to the life of the loan;

converted from variable to fixed interest rate

Payment delay / term extension Multifamily Added 12 months to the life of the loan

Payment delay / term extension SFR HELOCs and junior liens Added 60 months to the life of the loan

Payment delay / term extension Commercial and industrial Added a weighted average 53 months to the life of the loans

During the six months ended June 30, 2025 and June 30, 2024, respectively, there were no loans with payment defaults by borrowers experiencing financial difficulty which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

During the nine months ended September 30, 2025 and September 30, 2024, respectively, there were no loans with payment defaults by borrowers experiencing financial difficulty which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

Note 5 - Leases

2 unchanged sentences

All of the Company’s leases are comprised of operating leases in which the Company is lessee of real estate property for branches, ATM locations, and general administration and operations.

The Company has elected not to include short-term leases (i.e.

The Company has elected not to

include short-term leases (i.e.

leases with initial terms of 12 month or less) within the ROUA and lease liability.

The following table presents the components of lease expense for the periods ended:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

The following table presents supplemental cash flow information related to leases for the periods ended:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

The following table presents the weighted average operating lease term and discount rate as of the period ended:

September 30,

Weighted-average remaining lease term (years) 7.7 7.7

Weighted-average discount rate 3.79 % 3.50 %

At June 30, 2025, future expected operating lease payments are as follows:

At September 30, 2025, future expected operating lease payments are as follows:

(in thousands)

2 unchanged sentences

Discount for present value of expected cash flows ( 4,449 )

Lease liability at June 30, 2025 $ 23,965

Lease liability at September 30, 2025 $ 27,683

Note 6 - Deposits

A summary of the balances of deposits follows:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

5 unchanged sentences

Total deposits $ 8,334,461 $ 8,087,576

Certificate of deposit balances of $ 100.0 million from the State of California were included in time certificates, $250,000 or more, at June 30, 2025 and December 31, 2024, respectively.

Certificate of deposit balances of $ 100.0 million from the State of California were included in time certificates, $250,000 or more, at September 30, 2025 and December 31, 2024, respectively.

The Company participates in a deposit program offered by the State of California whereby the State may make deposits at the Company’s request subject to collateral and credit worthiness constraints.

The negotiated rates on these State deposits are generally more favorable than other wholesale funding sources available to the Company.

Overdrawn deposit balances of $ 1.9 million and $ 2.5 million were classified as consumer loans at June 30, 2025 and December 31, 2024, respectively.

The negotiated rates

on these State deposits are generally more favorable than other wholesale funding sources available to the Company.

Overdrawn deposit balances of $ 2.1 million and $ 2.5 million were classified as consumer loans at September 30, 2025 and December 31, 2024, respectively.

Note 7 - Other Borrowings

A summary of the balances of other borrowings follows:

September 30,

2025 December 31,

1 unchanged sentence

Term borrowing at FHLB, fixed rate of 5.23 %, payable on April 8, 2025

Other collateralized borrowings, fixed rate, as of June 30, 2025 and December 31, 2024 of 0.05 %, payable on July 1, 2025 and January 2, 2025, respectively

Other collateralized borrowings, fixed rate, as of September 30, 2025 and December 31, 2024 of 0.05 %, payable on October 1, 2025 and January 2, 2025, respectively

17,039 14,610

3 unchanged sentences

(in thousands) Coupon Rate (Variable) 3 mo.

SOFR + As of June 30, 2025 As of December 31, 2024

SOFR + As of September 30, 2025 As of December 31, 2024

Subordinated Debt Series Maturity

9 unchanged sentences

VRB Subordinated - 5 %

8/27/2035 20,000 Fixed 5.00 % 24,924 25,007

— — — — — 25,007

The VRB - 5 % Subordinated Debt issuance is fixed at 5.0 % through August 27, 2025, then will have a floating rate of 90-day average SOFR plus 4.9 % until maturity.

$ 41,238 $ 41,238 $ 101,191

The Company repaid the holders of the North Valley Trust II, III and IV, and VRB Subordinated and Subordinated - 5 %, subordinated debt during the third quarter of 2025 with a face value of $ 57.7 million and a recorded book value of $ 60.2 million, resulting in a $ 2.5 million gain on extinguishment of debt during the period.

Note 9 - Commitments and Contingencies

The following table presents a summary of the Bank’s commitments and contingent liabilities:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

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which may be convertible into Class A common stock at a conversion ratio of 1.5223 per Class B-2 share.

As of June 30, 2025, the value of the Class A shares was $ 355.05 per share.

Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 3.6 million as of June 30, 2025, and has not been reflected in the accompanying consolidated financial statements.

As of September 30, 2025, the value of the Class A shares was $ 341.38 per share.

Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares

owned by the Bank was $ 3.5 million as of September 30, 2025, and has not been reflected in the accompanying consolidated financial statements.

Note 10 - Shareholders’ Equity

Dividends Paid

The Bank paid to the Company cash dividends in the aggregate amounts of $ 28.5 million and $ 23.4 million during the three months ended June 30, 2025 and 2024, respectively, and during the equivalent six month periods paid $ 40.6 million and $ 43.9 million, respectively.

The Bank paid to the Company cash dividends in the aggregate amounts of $ 72.4 million and $ 10.5 million during the three months ended September 30, 2025 and 2024, respectively, and during the equivalent nine month periods paid $ 112.9 million and $ 54.4 million, respectively.

The Bank is regulated by the FDIC and the DFPI.

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The 2021 Repurchase Plan has no expiration date (in accordance with applicable laws and regulations).

During the three and six months ended June 30, 2025, the Company repurchased 379,978 and 469,632 shares with market values of $ 15.2 million and $ 18.9 million, respectively.

During the three and six months ended and June 30, 2024, the Company repurchased 244,992 and 344,324 shares with market values of $ 9.1 million and $ 12.5 million, respectively.

As of June 30, 2025, approximately 360,000 shares remain authorized for repurchase.

During the three and nine months ended September 30, 2025, the Company repurchased 52,106 and 521,738 shares with market values of $ 2.3 million and $ 21.3 million, respectively.

During the three and nine months ended and September 30, 2024, the Company repurchased zero and 344,324 shares with market values of zero and $ 12.5 million, respectively.

As of September 30, 2025, approximately 310,000 shares remain authorized for repurchase.

Stock Repurchased Under Equity Compensation Plans

The Company's shareholder-approved equity compensation plans permit employees to tender recently vested shares in lieu of cash for the payment of exercise price, if applicable, and the tax withholding on such shares.

There were no option exercises during the three and six months ended June 30, 2025 and June 30, 2024, respectively.

Employees tendered 11,542 and 30,510 shares in connection with the tax withholding requirements of other share-based awards during the three months ended June 30, 2025 and 2024, respectively, and 21,664 and 30,510 during the six months ended June 30, 2025 and 2024, respectively.

In total, shares of the Company's common stock tendered had market values of $ 0.5 million and $ 1.1 million during the quarters ended June 30, 2025 and 2024, respectively, and $ 0.9 million and $ 1.1 million during the respective six-month periods.

There were no option exercises during the three and nine months ended September 30, 2025 and September 30, 2024, respectively.

Employees tendered 3,899 and 1,551 shares in connection with the tax withholding requirements of other share-based awards during the three months ended September 30, 2025 and 2024, respectively, and 25,563 and 32,061 during the nine months ended September 30, 2025 and 2024, respectively.

In total, shares of the Company's common stock tendered had market values of $ 0.2 million and $ 0.1 million during the quarters ended September 30, 2025 and 2024, respectively, and $ 1.1 million and $ 1.2 million during the respective nine month periods.

The tendered shares were retired.

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While no new awards can be granted under the 2019 Plan, existing grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement.

There were no stock options outstanding as of June 30, 2025 and December 31, 2024 .

The Company did not modify any option grants during the six months ended June 30, 2025 or 2024.

Activity related to restricted stock unit awards during the six months ended June 30, 2025 is summarized in the following table:

There were no stock options outstanding as of September 30, 2025 and December 31, 2024 .

The Company did not modify any option grants during the nine months ended September 30, 2025 or 2024.

Activity related to restricted stock unit awards during the nine months ended September 30, 2025 is summarized in the following table:

Vesting RSUs Market Plus

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RSUs forfeited ( 7,593 ) ( 8,628 )

Outstanding at June 30, 2025 156,747 189,054

The 156,747 of service condition vesting RSUs outstanding as of June 30, 2025 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant.

Outstanding at September 30, 2025 153,779 177,868

The 153,779 of service condition vesting RSUs outstanding as of September 30, 2025 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant.

The dividend credits follow the same vesting requirements as the RSU awards and are not considered participating securities.

The 156,747 of service condition vesting RSUs outstanding as of June 30, 2025 are expected to vest, and be released, on a weighted-average basis, over the next 1.87 years.

The Company expects to recognize $ 4.8 million of pre-tax compensation costs related to these service condition vesting RSUs between June 30, 2025 and their vesting dates.

The Company did not modify any service condition vesting RSUs during the six months ended June 30, 2025 or 2024.

The 189,054 of market plus service condition vesting RSUs outstanding as of June 30, 2025 are expected to vest, and be released, on a weighted-average basis, over the next 2.04 years.

The Company expects to recognize $ 2.5 million of pre-tax compensation costs related to these RSUs between June 30, 2025 and their vesting dates.

As of June 30, 2025, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero or increased to 283,581 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date.

The Company did not modify any market plus service condition vesting RSUs during the six months ended June 30, 2025 or 2024.

The 153,779 of service condition vesting RSUs outstanding as of September 30, 2025 are expected to vest, and be released, on a weighted-average basis, over the next 1.74 years.

The Company expects to recognize $ 3.9 million of pre-tax compensation costs related to these service condition vesting RSUs between September 30, 2025 and their vesting dates.

The Company did not modify any service condition vesting RSUs during the nine months ended September 30, 2025 or 2024.

The 177,868 of market plus service condition vesting RSUs outstanding as of September 30, 2025 are expected to vest, and be released, on a weighted-average basis, over the next 1.90 years.

The Company expects to recognize $ 2.0 million of pre-tax compensation costs related to these RSUs between September 30, 2025 and their vesting dates.

As of September 30, 2025, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero or increased to 266,802 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date.

The Company did not modify any market plus service condition vesting RSUs during the nine months ended September 30, 2025 or 2024.

Note 12 - Non-interest Income and Expense

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Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in thousands) 2025 2024 2025 2024

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Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in thousands) 2025 2024 2025 2024

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Earnings per share have been computed based on the following:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(in thousands) 2025 2024 2025 2024

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Weighted average number of common shares outstanding used to calculate diluted earnings per share 32,723 33,137 32,929 33,251

Note 14 – Comprehensive Income (Loss)

Options excluded from diluted earnings per share because of their antidilutive effect — — — —

Note 14 – Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income.

1 unchanged sentence

The components of OCI and related tax effects are as follows:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(in thousands) 2025 2024 2025 2024

Unrealized holding gains (losses) on available for sale securities before reclassifications $ 12,792 $ 1,106 $ 43,018 $ ( 14,793 )

Unrealized holding gains on available for sale securities before reclassifications $ 21,158 $ 63,232 $ 64,177 $ 48,438

Amounts reclassified out of AOCI:

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Total amounts reclassified out of accumulated other comprehensive loss ( 165 ) ( 114 ) ( 493 ) ( 344 )

Total other comprehensive income (loss) $ 9,008 $ 2,852 $ 31,106 $ ( 8,346 )

Total other comprehensive income $ 16,399 $ 44,538 $ 47,505 $ 36,192

The components of AOCI, included in shareholders’ equity, are as follows:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

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The Company had no securities classified as Level 3 during any of the periods covered in these consolidated financial statements.

Loans held for sale - Loans held for sale are carried at the lower of cost or fair value.

Loans held for sale - The Company has elected to apply the fair value option for mortgage loans originated with the intent to sell.

The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics.

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The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):

Fair value at June 30, 2025 Total Level 1 Level 2 Level 3

Fair value at September 30, 2025 Total Level 1 Level 2 Level 3

Marketable equity securities $ 2,681 $ 2,681 $ — $ —

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Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process.

There were no transfers between any levels during the six months ended June 30, 2025 or June 30, 2024, respectively.

There were no transfers between any levels during the nine months ended September 30, 2025 or September 30, 2024, respectively.

The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the time periods indicated.

Had there been any transfer into or out of Level 3 during the time periods indicated, the amount included in the “Transfers into (out of) Level 3” column would represent the beginning balance of an item in the period (interim quarter) during which it was transferred (in thousands):

Three months ended June 30, Beginning

Three months ended September 30, Beginning

Balance Transfers

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$ 6,666 — $ ( 332 ) $ 186 $ 6,520

Six months ended June 30, Beginning

Nine months ended September 30, Beginning

Balance Transfers

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Conversely, a decrease in the mortgage prepayment speed and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement).

The following table presents quantitative information about recurring Level 3 fair value measurements at June 30, 2025 and December 31, 2024:

As of June 30, 2025:

The following table presents quantitative information about recurring Level 3 fair value measurements at September 30, 2025 and December 31, 2024:

As of September 30, 2025:

(in thousands) Valuation

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The tables below present the recorded investment in assets and liabilities measured at fair value on a nonrecurring basis, as of the dates indicated, that had a write-down or an additional allowance provided during the periods indicated (in thousands):

June 30, 2025 Total Level 1 Level 2 Level 3

September 30, 2025 Total Level 1 Level 2 Level 3

Collateral dependent loans $ 3,751 — — $ 3,751

Foreclosed assets 267 — — 267

Total assets measured at fair value $ 6,629 — — $ 6,629

December 31, 2024 Total Level 1 Level 2 Level 3

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Total assets measured at fair value $ 9,479 — — $ 9,479

The tables below present the losses resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated (in thousands):

Three months ended June 30, Six months ended June 30,

The tables below present the net losses resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated (in thousands):

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at June 30, 2025:

June 30, 2025 Fair Value

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at September 30, 2025:

September 30, 2025 Fair Value

(in thousands) Valuation

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Capitalization rate Not meaningful

Foreclosed assets (Residential real estate) $ 267 Sales comparison

approach Adjustment for differences between

comparable sales Not meaningful

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at December 31, 2024:

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Real estate owned (Residential real estate) $ 709 Sales comparison

approach Adjustment for differences between

comparable sales Not meaningful

Income approach Adjustment for differences between

comparable sales;

Capitalization rate Not meaningful

Fair values for financial instruments are management’s estimates of the values at which the instruments could be exchanged in a transaction between willing parties.

3 unchanged sentences

Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of these estimates.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Carrying

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Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets.

The following tables present actual and required capital ratios as of June 30, 2025 and December 31, 2024 for the Company and the Bank under applicable Basel III Capital Rules.

The minimum capital amounts presented include the minimum required capital levels as of June 30, 2025 and December 31, 2024 based on the then phased-in provisions of the Basel III Capital Rules.

The following tables present actual and required capital ratios as of September 30, 2025 and December 31, 2024 for the Company and the Bank under applicable Basel III Capital Rules.

The minimum capital amounts presented include the minimum required capital levels as of September 30, 2025 and December 31, 2024 based on the then phased-in provisions of the Basel III Capital Rules.

Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

1 unchanged sentence

Considered Well

As of June 30, 2025:

As of September 30, 2025:

Amount Ratio Amount Ratio Amount Ratio

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Tri Counties Bank $ 1,148,328 12.02 % $ 382,096 4.00 % $ 477,620 5.00 %

As of June 30, 2025 and December 31, 2024, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules.

Also, at June 30, 2025 and December 31, 2024, the Bank’s capital levels exceeded the minimum amounts necessary to be considered well capitalized under the current regulatory framework for prompt corrective action.

The Basel III Capital Rules require for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers.

As of September 30, 2025 and December 31, 2024, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules.

Also, at September 30, 2025 and December 31, 2024, the Bank’s capital levels exceeded the minimum amounts necessary to be considered well capitalized under the current regulatory framework for prompt corrective action.

The Basel III Capital Rules require all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers.

The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the risk-based capital ratios but not the leverage ratio.

At June 30, 2025, the Company and the Bank are in compliance with the capital conservation buffer requirement.

At September 30, 2025, the Company and the Bank are in compliance with the capital conservation buffer requirement.

Note 17 – Segment Information

2 unchanged sentences

Information reported internally for performance assessment by the CODM follows, inclusive of reconciliations of the banking segment totals to the financial statements.

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(in thousands) 2025 2024 2025 2024

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Segment net income/consolidated net income $ 34,019 $ 29,051 $ 87,924 $ 85,834

As of June 30,

As of September 30,

Reconciliation of assets:

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements