What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-10 · 152 added, 308 removed, 498 unchanged (48% of the section changed)

6 unchanged sentences

These risks and uncertainties include, but are not limited to, the following:

macroeconomic, geopolitical, and other challenges and uncertainties, including those related to actual or potential policies and actions from the new U.S.

administration, such as tariffs, and reciprocal actions by other countries or regions, significant volatility and disruptions in financial markets, a resurgence of inflation, increases in unemployment rates, increases in interest rates and slowing economic growth or recession in the U.S.

macroeconomic, geopolitical, and other challenges and uncertainties, including those related to actual or potential policies and actions from the U.S.

administration, such as tariffs and reciprocal actions by other countries or regions and their ultimate impact on us, our customers, financial markets, and the overall U.S.

and global economies;

the uncertainty of rapidly evolving and changing U.S.

trade policies and practices;

inflation/deflation, interest rate, market and monetary fluctuations/volatility;

increases in unemployment rates;

slowing economic growth or recession in the U.S.

and other countries or regions;

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regulatory restrictions or adverse regulatory findings affecting our ability to successfully market and price our products to consumers;

adverse developments in the financial services industry generally such as bank failures and any related impact on depositor behavior or investor sentiment;

systemic or non-systemic bank failures or crises and any related impact on depositor behavior or investor sentiment;

the impacts of international hostilities, wars, terrorism or geopolitical events;

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the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital;

the costs or effects of mergers, acquisitions or dispositions we may make, as well as whether we are able to obtain any required governmental approvals in connection with any such activities, or identify and complete favorable transactions in the future, and/or realize the anticipated financial and business benefits;

the costs or effects of mergers, acquisitions or dispositions, as well as whether we are able to obtain any required governmental approvals in connection with any such activities, or identify and complete favorable transactions in the future and/or realize the anticipated financial and business benefits;

the volatility of the stock market and its impact on our stock price and our ability to conduct acquisitions;

1 unchanged sentence

the ability to execute our business plan in new markets;

our future operating or financial performance, including our outlook for future growth;

our future operating or financial performance, including our outlook for future growth and our ability to control expenses;

changes in the level and direction of our nonperforming assets and charge-offs and the appropriateness of the allowance for credit losses;

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the effects of changes in the level or cost of checking or savings account deposits on our funding costs and net interest margin;

the impact of alternative currencies such as stablecoin and other cryptocurrencies on our ability to attract deposits;

increasing noninterest expense and its impact on our financial performance;

competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional competitors including retail businesses and technology companies;

potential changes to loss allocations between financial institutions and customers, including for losses incurred from the use of our products and services, including electronic payments and payment of checks, that were authorized by the customer but induced by fraud;

the challenges of attracting, integrating and retaining key employees;

the impact of the 2023 cyber security ransomware incident, including the pending litigation, on our operations and reputation;

the vulnerability of our operational or security systems or infrastructure, the systems of third-party vendors or other service providers with whom we contract, and our customers to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and data/security breaches and the cost to defend against and respond to such incidents;

the vulnerability of our operational or security systems or infrastructure, the systems of third- and fourth-party vendors or other service providers with whom we contract, and our customers to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and data/security breaches and the cost to defend against and respond to such incidents;

increased data security risks due to work from home arrangements and email vulnerability;

1 unchanged sentence

the effect of a fall in stock market prices on our brokerage and wealth management businesses;

the effectiveness of our risk management framework and quantitative models;

the emergence or continuation of widespread health emergencies or pandemics;

1 unchanged sentence

and our ability to manage the risks involved in the foregoing.

In addition, due to the rapidly evolving and changes in U.S.

trade policies and practices, the amount and duration of any tariffs and their ultimate impact on us, our customers, financial markets, and the overall U.S.

and global economies is currently uncertain.

Nonetheless, prolonged uncertainty, elevated tariff levels or their wide-spread use in U.S.

trade policy could weaken economic conditions and adversely impact the ability of borrowers to repay outstanding loans or the value of collateral securing these loans or adversely affect financial markets.

There can be no assurance that future developments affecting us will be the same as those anticipated by management.

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Financial Highlights

Performance highlights and other developments for the Company as of or for the three and nine months ended September 30, 2025, included the following:

• Net income was $34.0 million or $1.04 per diluted share as compared to $27.5 million or $0.84 per diluted share in the trailing quarter, and an increase of $5.0 million or 17.1% from the third quarter of 2024

• Net interest income (FTE) was $89.8 million, an increase of $3.0 million or 3.51% over the trailing quarter;

net interest margin (FTE) was 3.92% in the recent quarter, an increase of 4 basis points over 3.88% in the trailing quarter

• Loan balances increased $47.8 million or 2.7% (annualized) from the trailing quarter and increased $322.9 million or 4.8% from the same quarter of the prior year

• Deposit balances decreased $41.3 million or 2.0% (annualized) from the trailing quarter and increased $297.4 million or 3.7% from the same quarter of the prior year

• Average yield on earning assets was 5.25%, an increase of 4 basis points over the 5.21% in the trailing quarter;

average yield on loans was 5.75%, a decrease of 1 basis points over the 5.76% in the trailing quarter

• Non-interest bearing deposits averaged 30.5% of total deposits during the quarter

• The average cost of total deposits was 1.39%, an increase of 2 basis points as compared to 1.37% in the trailing quarter, and a decrease of 13 basis points from 1.52% in the same quarter of the prior year

• For the quarter ended September 30, 2025, the Company’s return on average assets was 1.36%, while the return on average equity was 10.47%;

for the trailing quarter ended June 30, 2025, the Company’s return on average assets was 1.13%, while the return on average equity was 8.68%

• Diluted earnings per share were $1.04 for the third quarter of 2025, compared to $0.84 for the trailing quarter and $0.88 during the third quarter of 2024

• The loan to deposit ratio was 84.07% as of September 30, 2025, as compared to 83.08% for the trailing quarter end.

Management's ability to maintain this ratio proximate to 85.0% will drive growth in revenue and earnings, as demonstrated in the current period

• The efficiency ratio was 56.18% for the quarter ended September 30, 2025, as compared to 59.00% for the trailing quarter

• The provision for credit losses was $0.7 million during the quarter ended September 30, 2025, as compared to $4.7 million during the trailing quarter end

• The allowance for credit losses (ACL) to total loans was 1.78% as of September 30, 2025, compared to 1.79% as of the trailing quarter end, and 1.85% as of September 30, 2024.

Non-performing assets to total assets were 0.72% on September 30, 2025, as compared to 0.68% as of June 30, 2025, and 0.45% at September 30, 2024.

At September 30, 2025, the ACL represented 190% of non-performing loans

Performance highlights and other developments for the Company as of or for the three months ended March 31, 2026, included the following:

• Net income was $33.7 million or $1.04 per diluted share as compared to $33.6 million or $1.03 per diluted share in the trailing quarter, and an increase of $7.3 million or 27.8% from the first quarter of 2025

• Net interest income (FTE) was $91.5 million, a decrease of $1.0 million or 1.1% over the trailing quarter;

net interest margin (FTE) was 4.07%, an increase of 5 basis points over 4.02% in the trailing quarter

• Loan balances decreased $42.9 million or 2.4% (annualized) from the trailing quarter and increased $247.4 million or 3.6% from the same quarter of the prior year

• Deposit balances increased $139.7 million or 6.8% (annualized) from the trailing quarter and increased $198.3 million or 2.4% from the same quarter of the prior year

• Average non-interest bearing deposits grew by 1.5% year over year and were 30.6% of total deposits at quarter end

• Yield on average earning assets was 5.26%, an increase of 3 basis points over the 5.23% in the trailing quarter;

yield on average loans was 5.78%, an increase of 1 basis point over the 5.77% in the trailing quarter

• The average cost of total deposits was 1.26%, a decrease of 3 basis points as compared to 1.29% in the trailing quarter, and a decrease of 17 basis points from 1.43% in the same quarter of the prior year

• For the quarter ended March 31, 2026, the Company’s return on average assets was 1.38%, while the return on average equity was 10.08%;

for the trailing quarter ended December 31, 2025, the Company’s return on average assets was 1.34%, while the return on average equity was 10.02%

• Diluted earnings per share were $1.04 for the first quarter of 2026, compared to $1.03 for the trailing quarter and $0.80 during the first quarter of 2025

• Shares of common stock outstanding decreased by 424,384 during the quarter as 447,211 shares were repurchased at an average price of $48.30 per share

• The loan to deposit ratio was 84.11% as of March 31, 2026, as compared to 86.05% for the trailing quarter end

• The efficiency ratio was 54.55% for the quarter ended March 31, 2026, as compared to 54.68% for the trailing quarter

• The provision for credit losses was $3.3 million during the quarter ended March 31, 2026, as compared to $3.0 million during the trailing quarter

• The allowance for credit losses (ACL) to total loans was 1.81% as of March 31, 2026, compared to 1.77% as of the trailing quarter end, and 1.88% as of March 31, 2025.

Non-performing assets to total assets were 0.77% on March 31, 2026, as compared to 0.72% as of December 31, 2025, and 0.59% on March 31, 2025

TRICO BANCSHARES

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net interest income $ 91,226 $ 82,542

37 unchanged sentences

Three months ended

(in thousands) September 30,

2025 June 30,

(in thousands) March 31,

2026 December 31,

2025 Change % Change

9 unchanged sentences

4.01 % 3.98 % 0.03 %

Three months ended September 30,

(in thousands) 2025 2024 Change % Change

Interest income $ 119,987 $ 117,347 $ 2,640 2.2 %

Interest expense (30,432) (34,736) 4,304 (12.4) %

Fully tax-equivalent adjustment (FTE) (1)

262 269 (7) (2.6) %

Net interest income (FTE) $ 89,817 $ 82,880 $ 6,937 8.4 %

Net interest margin (FTE) 3.92 % 3.71 %

Acquired loans discount accretion, net:

Amount (included in interest income) $ 996 $ 1,018 $ (22) (2.2) %

Net interest margin less effect of acquired loan discount accretion (1)

3.88 % 3.66 % 0.22 %

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2026 2025 Change % Change

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Despite the elevated rate environment, the prepayment rate of portfolio loans, inclusive of those acquired at a premium or discount, remains generally consistent.

During the quarters ended September 30, 2025, June 30, 2025 and September 30, 2024, the purchased loan discount accretion was $1.0 million, $1.2 million and $1.0 million, respectively.

During the quarters ended March 31, 2026, December 31, 2025 and March 31, 2025, the purchased loan discount accretion was $1.4 million, $0.9 million and $2.0 million, respectively.

Summary of Average Balances, Yields/Rates and Interest Differential

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Yields on securities and certain loans have been adjusted upward to reflect the effect of income thereon exempt from federal income taxation at the current statutory tax rate (dollars in thousands).

Three months ended September 30,

Three months ended March 31,

Balance Interest

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(3) Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of i nterest-earning assets, then annualized based on the number of days in the given period .

Net interest income (FTE) during the three months ended September 30, 2025, increased $6.9 million or 8.4% to $89.8 million compared to $82.9 million during the three months ended September 30, 2024.

Net interest margin totaled 3.92% for the three months ended September 30, 2025, an increase of 21 basis points from the same quarter in 2024.

The primary drivers behind the change in net interest margin was related to a reduction in volume and an improvement (decrease) in yield on interest-bearing liabilities, namely, the cost of other borrowings decreased to just 7 basis points following the repayment of all FHLB advances.

Further, interest-bearing deposits yield declined by 24 basis points between the quarter ended September 30, 2025, and the same quarter of the prior year.

The accretion of discounts from acquired loans added 6 basis points and 6 basis points to loan yields during the quarters ended September 30, 2025 and September 30, 2024, respectively.

Finally, the average balance of noninterest-bearing deposits increased by $4.9 million from the three-month average as of September 30, 2025, reversing the recent trends of customers migrating funds to interest-bearing products.

Nine months ended September 30,

Balance Interest

Expense Rates

/Paid Average

Balance Interest

Expense Rates

Loans $ 6,876,128 $ 295,077 5.74 % $ 6,755,916 $ 292,799 5.79 %

Investments-taxable 1,812,965 45,994 3.39 % 2,034,336 52,021 3.42 %

Investments-nontaxable (1)

132,690 3,426 3.45 % 137,515 3,548 3.45 %

Total investments 1,945,655 49,420 3.40 % 2,171,851 55,569 3.42 %

Cash at Federal Reserve and other banks 200,364 6,719 4.48 % 58,792 2,247 5.11 %

Total earning assets 9,022,147 351,216 5.20 % 8,986,559 350,615 5.21 %

Other assets, net 807,433 781,406

Total assets $ 9,829,580 $ 9,767,965

Liabilities and shareholders’ equity

Interest-bearing demand deposits $ 1,828,709 $ 18,946 1.39 % $ 1,738,876 $ 17,294 1.33 %

Savings deposits 2,795,620 37,409 1.79 % 2,670,555 36,362 1.82 %

Time deposits 1,110,123 29,749 3.58 % 961,577 29,582 4.11 %

Total interest-bearing deposits 5,734,452 86,104 2.01 % 5,371,008 83,238 2.07 %

Other borrowings 42,959 1,064 3.31 % 361,175 13,640 5.04 %

Junior subordinated debt 91,196 4,641 6.80 % 101,128 5,574 7.36 %

Total interest-bearing liabilities 5,868,607 91,809 2.09 % 5,833,311 102,452 2.35 %

Noninterest-bearing deposits 2,526,280 2,584,705

Other liabilities 163,015 163,704

Shareholders’ equity 1,271,678 1,186,245

Total liabilities and shareholders’ equity $ 9,829,580 $ 9,767,965

Net interest rate spread (1) (2)

3.11 % 2.86 %

Net interest income and margin (1) (3)

$ 259,407 3.84 % $ 248,163 3.69 %

Net interest income (FTE) during the nine months ended September 30, 2025, increased $11.2 million, or 4.5%, to $259.4 million compared to $248.2 million during the nine months ended September 30, 2024.

In addition, net interest margin increased 15 basis points to 3.84%, compared to 3.69% for the same period in the prior year.

The increase in net interest income during the nine month period is primarily attributed to a decrease in interest expense;

specifically, decreases in the volume of other average borrowings contributed to a decrease in interest expense of $12.0 million.

Net interest income (FTE) during the three months ended March 31, 2026, increased $8.7 million or 10.5% to $91.5 million compared to $82.8 million during the three months ended March 31, 2025.

Net interest margin totaled 4.07% for the three months ended March 31, 2026, an increase of 34 basis points from the same quarter in 2025.

The primary drivers behind the change in net interest margin is related to an increase in average loan balances, improving interest income by $3.8 million, coupled with a decline in yields paid on interest-bearing deposits improving net interest income by $2.9 million, with yields paid declining by 24 basis points between the quarter ended March 31, 2026, and the same quarter of the prior year.

The accretion of discounts from acquired loans added 8 basis points and 12 basis points to loan yields during the quarters ended March 31, 2026 and March 31, 2025, respectively.

Finally, the average balance of noninterest-bearing deposits increased by $37.1 million from the three-month average as of March 31, 2026.

Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid

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The following commentary regarding net interest income, interest income and interest expense may be best understood while referencing the Summary of Average Balances, Yields/Rates and Interest Differential and the Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid shown above.

Three months ended September 30, 2025

compared with three months ended September 30, 2024

(in thousands) Volume Rate Total

Increase (decrease) in interest income:

Loans $ 4,103 $ (1,184) $ 2,919

Investment securities

(2,073) 174 (1,899)

Cash at Federal Reserve and other banks 1,955 (342) 1,613

Total interest-earning assets 3,985 (1,352) 2,633

Increase (decrease) in interest expense:

Interest-bearing demand deposits 400 117 517

Savings deposits 830 (1,067) (237)

Time deposits 557 (2,324) (1,767)

Other borrowings (1,921) (220) (2,141)

Junior subordinated debt (556) (120) (676)

Total interest-bearing liabilities (690) (3,614) (4,304)

Increase in net interest income $ 4,675 $ 2,262 $ 6,937

Net interest income (FTE) during the three months ended September 30, 2025 increased $6.9 million to $89.8 million compared to $82.9 million during the three months ended September 30, 2024.

The increase in net interest income (FTE) was due largely to shifts in the mix of earning assets and funding sources, resulting in a decrease in short-term FHLB borrowings and an increase in loan balances, both of which have a beneficial impact on net interest income.

Nine months ended September 30, 2025

compared with nine months ended September 30, 2024

Three months ended March 31, 2026

compared with three months ended March 31, 2025

(in thousands) Volume Rate Total

9 unchanged sentences

Time deposits 66 (1,339) (1,273)

Total interest-bearing deposits 471 (3,413) (2,942)

Other borrowings (864) (104) (968)

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Increase in net interest income $ 3,840 $ 4,839 $ 8,679

Net interest income (FTE) during the nine months ended September 30, 2025 increased $11.2 million to $259.4 million compared to $248.2 million during the nine months ended September 30, 2024.

The increase in net interest income (FTE) was nearly entirely due to the decrease in other (short-term FHLB debt) borrowings.

Net interest income (FTE) during the three months ended March 31, 2026 increased $8.7 million to $91.5 million compared to $82.8 million during the three months ended March 31, 2025.

As noted above, the increase in net interest income (FTE) was due largely to higher average loan balances and lower rates paid for interest-bearing deposits, both of which have a beneficial impact on net interest income.

Asset Quality and Credit Loss Provisioning

During the three months ended September 30, 2025, the Company recorded a provision for credit losses of $0.7 million, as compared to $4.7 million during the trailing quarter, and $0.2 million during the third quarter of 2024.

Three months ended Nine months ended

(dollars in thousands) September 30,

2025 June 30,

2025 September 30,

2024 September 30,

2025 September 30,

During the three months ended March 31, 2026, the Company recorded a provision for credit losses of $3.3 million, as compared to $3.0 million during the trailing quarter, and $3.7 million during the first quarter of 2025.

Three months ended

(dollars in thousands) March 31,

2026 December 31,

2025 March 31,

Addition to allowance for credit losses $ 2,970 $ 2,400 $ 2,663

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Total provision for credit losses $ 3,325 $ 3,000 $ 3,728

The allowance for credit losses (ACL) was $124.6 million or 1.78% of total loans as of September 30, 2025.

The provision for credit losses on loans of $0.7 million recorded during the current quarter resulted largely from a need to replenish reserves following net charge-offs of $0.6 million during the quarter.

Reserves on individually evaluated loans or loan relationships declined by $0.7 million during the period, while general reserve requirements grew by $0.8 million, resulting in a required net reserve increase of $0.1 million in the quarter.

The charge-offs incurred during the quarter ended September 30, 2025, were primarily related to non-performing relationships which had been fully reserved for by Management on an individual basis in previous quarters.

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

The allowance for credit losses (ACL) was $127.9 million or 1.81% of total loans as of March 31, 2026.

The provision for credit losses on loans of $3.3 million recorded allocated approximately $2.9 million toward individually evaluated loans and $0.4 million to replenish quarterly net charge-offs.

Three months ended March 31,

(dollars in thousands) 2026 2025

4 unchanged sentences

Balance, end of period $ 127,939 $ 128,423

The $0.7 million decrease in individually evaluated reserves was largely attributed to the pay-down of loan balances and/or obtaining additional collateral from the largely cooperative borrowers.

Observable market valuations associated with agricultural real estate remain consistent as compared to the trailing quarter, while the stable water supply and improving commodity prices for the crops associated with collateral for these loans are reflected by improving cash flows.

Management believes the provisioning for these individually analyzed relationships is sufficient relative to expected future losses, if any.

The $0.8 million recorded for general reserves is primarily attributed to net loan growth for the quarter of approximately $47.8 million.

Additionally, Management notes that economic indicators through the end of the current quarter, as well as actual and forecasted trends including, but not limited to, unemployment, gross domestic product, and corporate borrowing rates continued to evidence stability and were supportive of general economic expansion, and generally consistent with the trailing period ended June 30, 2025, which is aligned with the Company's direct experiences with borrowers.

Steepening of the yield curve or actions by the Federal Reserve to further cut rates during 2025 and beyond may help further improve this outlook overall, but the uncertainty associated with the extent and timing of these potential reductions has inhibited a material change to monetary policy assumptions.

Furthermore, political policy risks both domestic and international are elevated, which may lead to further negative effects on domestic economic outcomes.

The uncertainties related to the nature, duration and potential economic impact of proposed tariffs, while modestly improved since the period ended June 30, 2025, continue to present challenges in correlating potential improvement of credit risks within the Company's loan portfolio.

Therefore, in conjunction with most economists' belief that tariffs may have a generally unfavorable impact on the economy as a whole, management continues to believe that certain credit weaknesses are present in the overall economy and that it is appropriate to maintain a reserve level that incorporates such risk factors.

(dollars in thousands) As of September 30, 2025 % of Loans Outstanding As of June 30, 2025 % of Loans Outstanding As of September 30, 2024 % of Loans Outstanding

The net charge-offs incurred during the quarter were spread amongst numerous borrowers and loan types.

The net change in reserves on collective loan pools was minimal as of the quarter ended March 31, 2026.

On a gross basis, the Company did benefit from declining required general reserves for consumer loans, which was offset by increases in required general reserves for commercial real estate lending.

Additionally, Management notes that economic indicators through the end of the current quarter, as well as actual and forecasted trends including, but not limited to, unemployment, gross domestic product, and corporate borrowing rates continued to evidence stability and were supportive of general economic expansion, and generally consistent with the trailing period ended December 31, 2025, which is aligned with the Company's direct experiences with borrowers.

Management's proactive portfolio management policies and ongoing dialogue with borrowers suggests caution continues to be warranted.

Actions by the Federal Reserve to further cut rates during 2026 or stimulative policies by the Federal government may help further improve this outlook overall, but the uncertainty associated with the extent and timing of these potential reductions has inhibited a material change to monetary policy assumptions.

Furthermore, political policy risks both domestic and international remain unresolved, which could quickly lead to further negative effects on domestic economic outcomes.

The uncertainties related to the extent and duration of escalation within the Middle East, and potential domestic economic impact from volatility in oil prices and the impact on inflation risks, continue to present challenges in correlating potential improvement of credit risks within the Company's loan portfolio.

Therefore, management continues to believe that certain credit weaknesses are present in the overall economy and that it is appropriate to maintain a reserve level that incorporates such risk factors.

(dollars in thousands) As of March 31, 2026 % of Loans Outstanding As of December 31, 2025 % of Loans Outstanding As of March 31, 2025 % of Loans Outstanding

Pass $ 6,813,091 96.39 % $ 6,874,545 96.68 % $ 6,582,345 96.50 %

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ACL to non-performing loans 184.20 % 195.84 % 234.12 %

The ratio of classified loans to total loans of 1.88% as of September 30, 2025, was down 6 basis points from June 30, 2025, and increased 12 basis points from the comparative quarter ended 2024.

The change in classified loans outstanding as compared to the trailing quarter represented a decrease of $3.0 million.

Loans past due 30 days or more increased by $2.7 million during the quarter ended September 30, 2025, to $45.7 million, as compared to $43.0 million at June 30, 2025.

The ratio of classified loans to total loans of 2.00% as of March 31, 2026, was an increase of 22 basis points from December 31, 2025, and 6 basis points from the comparative quarter ended 2025.

The change in classified loans outstanding as compared to the trailing quarter represented an increase of approximately $14.6 million.

Loans past due 30 days or more increased by $11.0 million during the quarter ended March 31, 2026, to $48.9 million, as compared to $37.9 million at December 31, 2025.

The majority of loans identified as past due are well-secured by collateral, and approximately $22.9 million are less than 90 days delinquent.

Non-performing loans increased by $0.8 million during the quarter ended September 30, 2025 to $65.6 million as compared to $64.8 million at June 30, 2025.

Non-performing loans increased by $5.2 million during the quarter ended March 31, 2026 to $69.5 million as compared to $64.2 million at December 31, 2025.

The credit and collateral profiles of non-performing loans remain generally consistent with the trailing quarter.

As noted previously, management continues to proactively work with these borrowers to identify actionable and appropriate resolution strategies which are customary for the industries.

We anticipate that these proactive strategies within agriculture commercial real estate loans will further benefit from the continued improvement in agricultural commodity prices, stable water supply, and growing crop demand.

Of the $65.6 million loans designated as non-performing as of September 30, 2025, approximately $30.3 million are current or less than 30 days past due with respect to payments required under their existing loan agreements.

Management anticipates that these proactive strategies, specifically within agricultural real estate secured and agricultural commercial loans, will further benefit from the continued improvement in agricultural commodity prices, stable water supply, and growing crop demand.

Of the $69.5 million loans designated as non-performing as of March 31, 2026, approximately $38.2 million are current or less than 30 days past due with respect to payments required under their existing loan agreements.

Management continues to proactively assess the repayment capacity of borrowers that will be subject to rate resets in the near term.

To date this analysis as well as management's observations of loans that have experienced a rate reset, have resulted in an insignificant need to provide concessions to borrowers.

As of September 30, 2025, other real estate owned consisted of 10 properties with a carrying value of approximately $5.4 million, as compared to 9 properties with a carrying value of $2.7 million at June 30, 2025.

Non-performing assets of $71.1 million at September 30, 2025, represented 0.72% of total assets, a change from $67.5 million or 0.68% and $44.4 million or 0.45% as of June 30, 2025 and September 30, 2024, respectively.

As of March 31, 2026, other real estate owned consisted of 14 properties with a carrying value of approximately $7.0 million, as compared to 12 properties with a carrying value of $6.2 million at December 31, 2025.

Non-performing assets of $76.4 million at March 31, 2026,

represented 0.77% of total assets, a change from $70.5 million or 0.72% and $57.5 million or 0.59% as of December 31, 2025 and March 31, 2025, respectively.

Non-interest Income

1 unchanged sentence

Three months ended

September 30,

(in thousands) 2026 2025 $ Change % Change

15 unchanged sentences

Total non-interest income $ 17,032 $ 16,073 $ 959 6.0 %

Non-interest income increased $1.5 million or 9.2% to $18.0 million during the three months ended September 30, 2025, compared to $16.5 million during the comparative quarter ended September 30, 2024.

Growth in deposit related transactional activities during the quarter contributed to the elevated service fees, which increased by a combined $0.7 million as compared to the three-month ended September 30, 2024.

Further, elevated activity and volume of assets under management drove an increase of $0.4 million or 28.6% in asset management and commission income for the period ended September 30, 2025, as compared to the same period in 2024.

During the quarter, the Company realized a gain of approximately $2.5 million related to the early retirement of $59.9 million in subordinated debt, recorded within other income.

As a partial offset, the Company incurred losses on the sale of investment securities totaling approximately $2.1 million, resulting in proceeds of $28.5 million.

Nine months ended

September 30,

(in thousands) 2025 2024 $ Change % Change

ATM and interchange fees $ 19,189 $ 19,013 $ 176 0.9 %

Service charges on deposit accounts 15,551 14,489 1,062 7.3 %

Other service fees 4,329 3,876 453 11.7 %

Mortgage banking service fees 1,307 1,305 2 0.2 %

Change in value of mortgage servicing rights (297) (468) 171 36.5 %

Total service charges and fees 40,079 38,215 1,864 4.9 %

Increase in cash value of life insurance 2,533 2,420 113 4.7 %

Asset management and commission income 5,055 3,989 1,066 26.7 %

Gain on sale of loans 1,174 1,198 (24) (2.0) %

Lease brokerage income 198 377 (179) (47.5) %

Sale of customer checks 974 916 58 6.3 %

Gain (loss) on sale or exchange of investment securities (3,266) (43) (3,223) (7,495.3) %

Gain (loss) on marketable equity securities 73 207 (134) (64.7) %

Other 4,350 853 3,497 410.0 %

Total other non-interest income 11,091 9,917 1,174 11.8 %

Total non-interest income $ 51,170 $ 48,132 $ 3,038 6.3 %

Non-interest income increased $3.0 million or 6.3% to $51.2 million during the nine months ended September 30, 2025, compared to $48.1 million during the comparative nine months ended September 30, 2024.

As noted above increased balances and transaction volume in both deposits and assets under management, service charges and customer fees are elevated in the 2025 period, along with asset management and commission income.

Other income increased by $3.5 million due to $2.5 million gain on early extinguishment of subordinated debt mentioned above, in addition to $1.2 million gain on life insurance benefits during the first quarter.

As a partial offset, the Company incurred losses on the sale of investment securities totaling approximately $3.2 million, resulting in proceeds of $58.5 million.

Non-interest income increased $1.0 million or 6.0% to $17.0 million during the three months ended March 31, 2026, compared to $16.1 million during the comparative quarter ended March 31, 2025.

Growth in deposit related transactional activities contributed to the elevated service fees, which increased by a combined $0.5 million as compared to the equivalent period in 2025.

Further, elevated activity and volume of assets under management drove an increase of $0.6 million or 37.7% in asset management and commission income for the period ended March 31, 2026, as compared to the same period in 2025.

Other income during the three months ended March 31, 2026 decreased by $1.3 million, reflecting the absence of excess cash flows from death benefit proceeds totaling $1.2 million in the comparative quarter.

In addition, gains on investment security sales totaling $17.0 thousand were recorded during the current quarter as compared to losses on sales of $1.1 million during the same quarter of the prior year.

Non-interest Expense

1 unchanged sentence

Three months ended

September 30,

(in thousands) 2026 2025 $ Change % Change

16 unchanged sentences

(Gain) loss on sale or acquisition of foreclosed assets — (3) 3 (100.0) %

Loss (gain) on disposal of fixed assets 21 6 15 250.0 %

Other miscellaneous expense 4,038 4,052 (14) (0.3) %

Total other non-interest expense 22,695 23,937 (1,242) (5.2) %

Total non-interest expense $ 60,424 $ 59,487 $ 937 1.6 %

Average full time equivalent staff 1,154 1,161 (7) (0.6) %

Total non-interest expense increased $0.9 million or 1.6% to $60.4 million during the three months ended September 30, 2025, as compared to $59.5 million for the quarter ended September 30, 2024.

Total salaries and benefits expense increased by $2.2 million or 6.1%, reflecting the increase of $0.9 million in salaries, largely the result of routine merit increases and more recently strategic hiring focused on loan and deposit production;

incentive compensation costs also increased by $1.0 million, reflecting elevated levels of loan production and overall Bank performance during the third quarter of 2025, as compared to the equivalent period in 2024.

Other non-interest expense line items generally evidenced broad based incremental improvements for the quarter ended September 30, 2025, resulting in a net decrease of $1.2 million.

Nine months ended

September 30,

(in thousands) 2025 2024 $ Change % Change

Base salaries, net of deferred loan origination costs $ 76,498 $ 72,279 $ 4,219 5.8 %

Incentive compensation 14,612 12,329 2,283 18.5 %

Benefits and other compensation costs 21,760 20,647 1,113 5.4 %

Total salaries and benefits expense 112,870 105,255 7,615 7.2 %

Occupancy 12,665 12,205 460 3.8 %

Data processing and software 14,855 15,459 (604) (3.9) %

Equipment 3,742 4,060 (318) (7.8) %

Intangible amortization 1,479 3,090 (1,611) (52.1) %

Advertising 2,659 2,733 (74) (2.7) %

ATM and POS network charges 5,605 5,360 245 4.6 %

Professional fees 5,027 5,047 (20) (0.4) %

Telecommunications 1,504 1,576 (72) (4.6) %

Regulatory assessments and insurance 3,862 3,651 211 5.8 %

Postage 1,058 983 75 7.6 %

Operational losses 1,238 1,199 39 3.3 %

Courier service 1,609 1,581 28 1.8 %

(Gain) loss on sale or acquisition of foreclosed assets (3) (12) 9 (75.0) %

(Gain) loss on disposal of fixed assets (15) 85 (100) (117.6) %

3 unchanged sentences

Average full time equivalent staff 1,117 1,194 (77) (6.4) %

Non-interest expense increased $6.8 million or 3.9% to $181.1 million during the nine months ended September 30, 2025, as compared to $174.3 million for the nine months ended September 30, 2024.

The largest component was salaries and benefits expense which increased $7.6 million or 7.2% to $112.9 million, largely for the reasons mentioned above.

Other non-interest expense line items evidenced broad based but incremental decreases, resulting in a net decrease of $0.8 million.

The Company’s effective tax rate was 26.8% for the quarter ended September 30, 2025, as compared to 27.2% for the quarter ended June 30, 2025, and 26.3% for the quarter ended September 30, 2024.

Total non-interest expense decreased $0.5 million or 0.9% to $59.1 million during the three months ended March 31, 2026, as compared to $59.6 million for the quarter ended March 31, 2025.

Total salaries and benefits expense decreased by $0.7 million or 1.9% on a net basis, largely attributed to the reductions in FTE.

Changes in other non-interest expense line items were mixed during the quarter ended March 31, 2026, but essentially flat and due to timing differences rather than unique changes in operations, resulting in a net increase of $0.2 million, led by an increase in occupancy expense of $0.4 million following the Company's expansion in the Bay Area.

The Company’s effective tax rate was 26.6% for the quarter ended March 31, 2026, as compared to 27.8% for the quarter ended December 31, 2025, and 26.3% for the quarter ended March 31, 2025.

Differences between the Company's effective tax rate and applicable federal and state blended statutory rate of approximately 29.6% are due to the proportion of non-taxable revenues, non-deductible expenses, and benefits from tax credits as compared to the levels of pre-tax earnings.

2 unchanged sentences

The following is a comparison of the quarterly change in certain assets and liabilities:

Ending balances September 30,

2025 June 30,

Ending balances March 31,

2026 December 31,

2025 Annualized

5 unchanged sentences

Total other borrowings 11,455 11,713 (258) (8.8)

Loans outstanding increased by $47.8 million or 2.7% on an annualized basis during the quarter ended September 30, 2025.

During the quarter, loan originations/draws totaled approximately $424.6 million while payoffs/repayments of loans totaled $377.1 million, which compares to originations/draws and payoffs/repayments during the trailing quarter ended of $457.7 million and $329.3 million, respectively.

Origination volume was down relative to the robust prior quarter but remains in-line in with forecasted levels.

As interest rates continue to contract from the highs experienced in early 2025, and the macro-economic outlook remains optimistic for borrowers following the passage

of tax and spending legislation that is expected to promote continued economic expansion, in addition to progress made finalizing tariff policies with the United States' largest trade partners.

The activity within loan payoffs/repayments, while elevated in the most recent quarter, remains spread amongst numerous borrowers, regions and loan types.

Investment security balances decreased $80.8 million or 16.7% on an annualized basis during the quarter as a result of net prepayments/maturities of $143.6 million, and sales of $28.5 million, partially offset by net increases in the market value of securities of $12.8 million and purchases of $73.4 million.

Investment security purchases were comprised of fixed rate agency mortgage-backed securities, non-agency collateralized mortgage securities and collateralized loan obligations.

Loans outstanding decreased by $42.9 million or 2.4% on an annualized basis during the quarter ended March 31, 2026.

During the quarter, gross loan originations/draws totaled approximately $388.7 million while gross payoffs/repayments of loans totaled $442.2 million, which compares to gross originations/draws and gross payoffs/repayments during the trailing quarter ended of $502.8 million and $418.1 million, respectively.

Origination volume contracted from the trailing quarter but expanded by comparison with the same quarter of prior years.

However, the level of payoff and paydown was elevated during the quarter by comparison to both the trailing and prior year quarters.

Domestically, the macro-economic outlook remains optimistic for borrowers following the passage of tax and spending legislation that is expected to promote continued economic expansion through the remainder of 2026.

The activity within loan payoffs/repayments remains generally consistent with recent quarters and spread amongst numerous borrowers, regions and loan types.

Investment security balances increased $28.7 million or 6.2% on an annualized basis during the quarter as a result of purchases of $90.7 million, partially offset by net prepayments/maturities of $55.2 million and net decreases in the market value of securities of $6.6 million.

Investment security purchases were comprised of fixed rate agency mortgage-backed securities.

While management intends to primarily utilize cash flows from the investment security portfolio and organic deposit growth to support loan growth, excess liquidity will be utilized for purchases of investment securities to support net interest income growth and net interest margin expansion.

Deposit balances decreased by $41.3 million or 2.0% annualized during the period due to declines in primarily savings deposit account balances.

Deposit balances increased by $139.7 million or 6.8% annualized during the period.

There were no deposits sold as of March 31, 2026, compared to $72.9 million as of the trailing quarter end.

The following is a comparison of the year over year change in certain assets and liabilities:

Ending balances As of September 30, % Change

Ending balances As of March 31, % Change

(dollars in thousands) 2026 2025 $ Change

5 unchanged sentences

Investment Securities

The following table presents the available for sale debt securities portfolio by major type as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The following table presents the available for sale debt securities portfolio by major type as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

(in thousands) Fair Value % Fair Value %

7 unchanged sentences

Total debt securities available for sale $ 1,765,472 100.0 % $ 1,731,931 100.0 %

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands) Amortized

5 unchanged sentences

Total debt securities held to maturity $ 85,740 100.0 % $ 90,544 100.0 %

Investment securities held to maturity decreased $16.4 million to $95.4 million as of September 30, 2025, as compared to December 31, 2024.

Investment securities held to maturity decreased $4.8 million to $85.7 million as of March 31, 2026, as compared to December 31, 2025.

This decrease is attributable to calls and principal repayments of $47.4 million, and amortization of net purchase premiums of $0.1 million.

3 unchanged sentences

The majority of the Company’s loans are direct loans made to individuals, and local or regional businesses which service a variety of industries.

The Company relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to

compete with other financial institutions.

The Company relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to compete with other financial institutions.

The Company makes loans to borrowers whose applications include a sound purpose, a viable repayment source and a plan of repayment established at inception and generally backed by a secondary source of repayment.

The following table shows the Company’s loan balances, net of deferred loan costs and discounts, as of the dates indicated:

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

(in thousands) March 31, 2026 December 31, 2025

Commercial real estate $ 4,908,229 69.4 % $ 4,853,762 68.3 %

8 unchanged sentences

“Performing nonaccrual loans” are loans that may be current for both principal and interest payments, or are less than 90 days past due, but for which payment in full of both principal and interest is not expected, and are not well secured and in the process of collection:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

9 unchanged sentences

Allowance for credit losses to nonperforming loans 184 % 196 %

Changes in nonperforming assets during the three and nine months ended September 30, 2025

(in thousands) Balance at June 30, 2025 New NPA /

Adjustments Pay-downs

/Upgrades Charge-offs/ (1)

Assets Balance at September 30, 2025

Commercial real estate:

CRE non-owner occupied $ 3,548 1,787 (89) — — $ 5,246

CRE owner occupied 6,676 1,755 (1,925) — — 6,506

Multifamily 460 — (14) — — 446

Farmland 35,811 3,448 (221) — (2,747) 36,291

Total commercial real estate loans 46,495 6,990 (2,249) — (2,747) 48,489

SFR 1-4 1st DT liens 6,376 259 (333) — — 6,302

SFR HELOCs and junior liens 4,786 1,368 (370) — — 5,784

Other 318 143 (22) (18) — 421

Total consumer loans 11,480 1,770 (725) (18) — 12,507

Commercial and industrial 1,898 888 (350) (596) — 1,840

Construction 1,914 226 (2) — — 2,138

Agriculture production 2,996 28 (2,351) — — 673

Leases — — — — — —

Total nonperforming loans 64,783 9,902 (5,677) (614) (2,747) 65,647

Foreclosed assets 2,683 — — — 2,747 5,430

Total nonperforming assets $ 67,466 9,902 (5,677) (614) — $ 71,077

(1) The table above does not include deposit overdraft charge-offs.

Nonperforming assets increased during the three months ended September 30, 2025 by $3.6 million or 5.4% to $71.1 million compared to $67.5 million at June 30, 2025.

The increase in nonperforming assets during the third quarter of 2025 was primarily the result of nonperforming loan additions totaling $9.9 million, partially offset by pay-downs and upgrades, which totaled $5.7 million during the quarter, as well as $0.6 million in charge-offs.

Management is actively engaged in the collection and recovery efforts for all nonperforming assets and believes that the loan loss reserves associated with these loans is sufficient as of September 30, 2025.

Changes in nonperforming assets during the three months ended March 31, 2026

(in thousands) Balance at December 31, 2025 New NPA /

1 unchanged sentence

/Upgrades Charge-offs/ (1)

Assets Balance at September 30, 2025

Assets Balance at March 31, 2026

Commercial real estate:

15 unchanged sentences

Total nonperforming assets $ 70,464 15,169 (8,416) (793) — $ 76,424

(1) The table above does not include deposit overdraft charge-offs.

Nonperforming assets increased during the three months ended March 31, 2026 by $6.0 million or 8.5% to $76.4 million compared to $70.5 million at December 31, 2025.

The increase in nonperforming assets during the first quarter of 2026 was primarily the result of nonperforming loan additions totaling $15.2 million, partially offset by pay-downs and upgrades, which totaled $8.4 million during the quarter, as well as $0.8 million in charge-offs.

(in thousands)

The Components of the Allowance for Credit Losses for Loans

The following table sets forth the allowance for credit losses for loans as of the dates indicated:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

2024 September 30,

2025 March 31,

Allowance for credit losses:

5 unchanged sentences

For additional information on the current ACL methodology, see "Allowance for Credit Losses - Loans" within footnote 1 of the Company's 10-Q/10-K.

Based on the current conditions of the loan portfolio, management believes that the $124.6 million allowance for credit losses at September 30, 2025 is adequate to absorb expected losses inherent in the Bank’s loan portfolio.

Based on the current conditions of the loan portfolio, management believes that the $127.9 million allowance for credit losses at March 31, 2026 is adequate to absorb expected losses inherent in the Bank’s loan portfolio.

No assurance can be given, however, that adverse economic conditions or other circumstances will not result in increased losses in the portfolio.

The following table summarizes the allocation of the allowance for credit losses between loan types and by percentage of the total allowance for credit losses on loans as of the dates indicated:

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

(in thousands) March 31, 2026 December 31, 2025 March 31, 2025

Commercial real estate $ 79,910 62.5 % $ 75,532 60.1 % $ 72,181 56.2 %

6 unchanged sentences

The following table summarizes the allocation of the allowance for credit losses as a percentage of the total loans for each loan category as of the dates indicated:

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

(in thousands) March 31, 2026 December 31, 2025 March 31, 2025

Commercial real estate 1.63 % 1.56 % 1.56 %

7 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

(in thousands) 2026 2025

7 unchanged sentences

Multifamily — —

Farmland — — — —

SFR 1-4 1st DT liens — —

4 unchanged sentences

Agriculture production — —

Leases — — — —

Total loans charged-off (912) (374)

4 unchanged sentences

Multifamily — —

Farmland — — — —

SFR 1-4 1st DT liens — —

SFR HELOCs and junior liens 7 12

Other 30 63 103 184

Commercial and industrial 48 106

1 unchanged sentence

Agriculture production 11 613

Leases — — — —

Total recoveries of previously charged-off loans 119 768

6 unchanged sentences

Foreclosed Assets, Net of Allowance for Losses

The following table details the components and summarize the activity in foreclosed assets, net of allowances for losses, for the nine months ended September 30, 2025:

The following table details the components and summarize the activity in foreclosed assets, net of allowances for losses, for the three months ended March 31, 2026:

(in thousands) Balance at December 31,

1 unchanged sentence

Adjustments Transfers

from Loans Balance at September 30, 2025

from Loans Balance at March 31, 2026

Land & construction $ 3,592 $ — $ — $ 501 $ 4,093

2 unchanged sentences

Total foreclosed assets $ 6,245 $ — $ — $ 721 $ 6,966

During the nine months ended September 30, 2025, the Company’s deposits increased by $246.9 million to $8.3 billion at quarter end.

There were no brokered deposits included in the deposit balances as of September 30, 2025 and December 31, 2024.

Estimated uninsured deposits totaled $2.7 billion and $2.5 billion as of September 30, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2026, the Company’s deposits increased by $139.7 million to $8.4 billion at quarter end.

There were no brokered deposits included in the deposit balances as of March 31, 2026 and December 31, 2025.

Estimated uninsured deposits totaled $2.7 billion and $2.9 billion as of March 31, 2026 and December 31, 2025, respectively.

Off-Balance Sheet Arrangements

2 unchanged sentences

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by Management.

On February 25, 2021 the Board of Directors authorized the repurchase of up to 2,000,000 shares of the Company's common stock (the 2021 Repurchase Plan), which approximated 6.7% of the shares outstanding as of the approval date.

The actual timing of any share repurchases will be determined by the Company's management and therefore the total value of the shares to be purchased under the 2021 Repurchase Plan is subject to change.

The Company may repurchase its outstanding shares of common stock from time to time in open market or privately-negotiated transactions, including block trades, or pursuant to 10b5-1 trading plans.

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

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.

In addition, the Company’s Tier 1 common equity and tangible capital ratios increased to 13.4% and 10.4%, respectively as of September 30, 2025, compared to 13.2% and 9.7%, respectively, as of December 31, 2024.

Total shareholders' equity increased by $37.5 million during the quarter ended September 30, 2025, as net income of $34.0 million and a $16.4 million decrease in accumulated other comprehensive losses were partially offset by $11.7 million in cash dividends on common stock and $2.5 million in share repurchase activity.

As a result, the Company’s book value increased to $40.12 per share at September 30, 2025, compared to $38.92 at June 30, 2025.

The Company’s tangible book value per share, a non-GAAP measure, calculated by subtracting goodwill and other intangible assets from total shareholders’ equity and dividing that sum by total shares outstanding, was $30.61 per share at September 30, 2025, as compared to $29.40 at June 30, 2025.

Changes in the fair value of available-for-sale investment securities, net of deferred taxes, continue to create moderate levels of volatility in tangible book value per share.

The Company's Board of Directors has approved the authorization to repurchase up to 2.0 million shares of the Company's common stock (the 2025 Repurchase Plan or the 2025 Program).

The Company’s 2025 Share Repurchase Program replaces and supersedes the 2021 Share Repurchase Program which has been terminated as of December 31, 2025.

The actual timing of any share repurchases will be determined by the Company's management and therefore the total value of the shares to be purchased under the 2025 Program is subject to change.

The 2025 Program has no expiration date but the Board may suspend or discontinue the program at any time.

During the three months ended March 31, 2026, the Company repurchased 447,211 shares with market value totaling $21.6 million.

There were no shares repurchased in 2025 under the 2025 Program, however, during the three months ended March 31, 2025 the Company purchased 89,654 shares with market value of $3.7 million under the 2021 Share Repurchase Program.

As of March 31, 2026, approximately 1,553,000 shares remain authorized for repurchase.

Total shareholders' equity decreased by $4.0 million during the quarter ended March 31, 2026, as net income of $33.7 million was offset by a $4.6 million increase in accumulated other comprehensive losses, $11.5 million in cash dividends on common stock and $21.6 million in share repurchase activity.

As a result, the Company’s book value increased to $41.49 per share at March 31, 2026, compared to $41.07 at December 31, 2025.

The Company’s tangible book value per share, a non-GAAP measure, calculated by subtracting goodwill and other intangible assets from total shareholders’ equity and dividing that sum by total shares outstanding, was $31.82 per share at March 31, 2026, as compared to $31.52 at December 31, 2025.

The following is a comparison of various capital ratios for the current period with the trailing quarter and applicable minimum regulatory requirements.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Ratio Minimum

5 unchanged sentences

See Note 10 and Note 16 to the condensed consolidated financial statements at Item 1 of Part I of this report for additional information about the Company’s capital resources.

As of September 30, 2025, we had an effective shelf registration statement on file with the Securities and Exchange Commission that allows us to issue various types of debt securities, as well as common stock, preferred stock, warrants, depository shares representing fractional interest in shares of preferred stock, purchase contracts and units from time to time in one or more offerings.

As of March 31, 2026, we had an effective shelf registration statement on file with the Securities and Exchange Commission that allows us to issue various types of debt securities, as well as common stock, preferred stock, warrants, depository shares representing fractional interest in shares of preferred stock, purchase contracts and units from time to time in one or more offerings.

Each issuance under the shelf registration statement will require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued.

2 unchanged sentences

The Company's primary sources of liquidity include the following for the periods indicated:

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

(dollars in thousands) March 31, 2026 December 31, 2025

Borrowing capacity at correspondent banks and FRB $ 3,000,757 $ 2,905,789

5 unchanged sentences

Total primary liquidity $ 4,267,790 $ 3,967,481

At September 30, 2025, the Company's primary sources of liquidity represented 50% of total deposits and 154% of estimated total uninsured (excluding collateralized municipal deposits and intercompany balances) deposits, respectively.

At March 31, 2026, the Company's primary sources of liquidity represented 51% of total deposits and 156% of estimated total uninsured (excluding collateralized municipal deposits and intercompany balances) deposits, respectively.

As secondary sources of liquidity, the Company's held-to-maturity investment securities had a fair value of $82.0 million, including approximately $3.8 million in net unrealized losses.

The Company’s profitability during the first nine months of 2025 generated cash flows from operations of $98.8 million compared to $85.5 million during the first nine months of 2024.

Net cash used by investing activities was $3.6 million for the nine months ended September 30, 2025, compared to net cash from investing activities of $345.0 million during the nine months ending 2024.

Financing activities provided $58.7 million during the nine months ended September 30, 2025, compared to using $209.0 million during the nine months ended September 30, 2024.

The Company’s profitability during the first three months of 2026 generated cash flows from operations of $33.7 million compared to $24.5 million during the first three months of 2025.

Net cash from investing activities was $5.1 million for the three months ended March 31, 2026, compared to net cash from investing activities of $33.9 million during the three months ending 2025.

Financing activities provided $105.5 million during the three months ended March 31, 2026, compared to using $104.9 million during the three months ended March 31, 2025.

The types of contractual obligations of the Company and Bank, include but are not limited to term subordinated debt, operating leases, deferred compensation and supplemental retirement plans as well as off-balance sheet commitments such as unfunded loans and letters of credit, are consistent with those as of December 31, 2025.

1 unchanged sentence

In addition, as the balance of investment securities has declined, so has the balance of unpledged securities.

In total, and as illustrated above, the balance of total primary liquidity has increased during the first nine months of 2025.

In total, and as illustrated above, the balance of total primary liquidity has increased during the first three months of 2026.

The Company is dependent upon the payment of cash dividends by the Bank to service its commitments, which have historically included dividends to shareholders, scheduled debt service payments, and general operations.

2 unchanged sentences

However, the Company and its ability to generate liquidity through either the issuance of stock or debt, also serves as a potential source of strength for the Bank.

Dividends paid by the Company to holders of its common stock used $33.4 million and $32.8 million of cash during the nine months ended September 30, 2025 and 2024, respectively.

Dividends paid by the Company to holders of its common stock used $11.5 million of cash during the three months ended March 31, 2026.

The Company’s liquidity is dependent on dividends received from the Bank.

8 unchanged sentences

For a reconciliation of these non-GAAP financial measures, see the tables below:

Three months ended Nine months ended

(dollars in thousands) September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

(dollars in thousands) March 31,

2026 March 31,

Net interest margin

5 unchanged sentences

Net interest margin less effect of acquired loan discount accretion (Non-GAAP) 4.01 % 3.64 %

Three months ended Nine months ended

(dollars in thousands) September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

(dollars in thousands) March 31,

2026 March 31,

Pre-tax pre-provision return on average assets or equity

9 unchanged sentences

Pre-tax pre-provision return on average equity (Non-GAAP) (annualized) 14.72 % 12.64 %

Three months ended Nine months ended

(dollars in thousands) September 30,

2025 September 30,

2024 September 30,

2025 September 30,

Three months ended

(dollars in thousands) March 31,

2026 March 31,

Return on tangible common equity

8 unchanged sentences

Return on average tangible common equity (Non-GAAP) 13.17 % 11.51 %

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2026 December 31,

8 unchanged sentences

Tangible shareholders' equity to tangible assets (Non-GAAP) 10.53 % 10.71 %

(dollars in thousands) September 30,

(dollars in thousands) March 31,

2026 December 31,

5 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis