Item 1. Financial Statements
Item 1. Financial Statements (unaudited)
TRICO BANCSHARES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data; unaudited)
March 31, 2026 December 31, 2025
Assets:
Cash and due from banks $ 102,232 $ 92,914
Cash at Federal Reserve and other banks 199,073 64,100
Cash and cash equivalents 301,305 157,014
Investment securities:
Marketable equity securities 2,676 2,692
Available for sale debt securities, at fair value (amortized cost of $ 1,923,549 and $ 1,883,412 )
1,765,472 1,731,931
Held to maturity debt securities, at amortized cost, net of allowance for credit losses of $ 0
85,740 90,544
Restricted equity securities 17,250 17,250
Loans held for sale 4,186 2,695
Loans 7,068,198 7,111,087
Allowance for credit losses ( 127,939 ) ( 125,762 )
Total loans, net 6,940,259 6,985,325
Premises and equipment, net 68,944 69,724
Cash value of life insurance 138,070 137,253
Accrued interest receivable 32,661 33,652
Goodwill 304,442 304,442
Other intangible assets, net 4,041 4,471
Operating leases, right-of-use
24,812 25,505
Other assets 258,353 259,565
Total assets $ 9,948,211 $ 9,822,063
Liabilities and Shareholders’ Equity:
Liabilities:
Deposits:
Noninterest-bearing demand $ 2,559,060 $ 2,594,032
Interest-bearing 5,844,528 5,669,869
Total deposits 8,403,588 8,263,901
Accrued interest payable 7,758 8,795
Operating lease liability 26,525 27,278
Other liabilities 133,621 141,137
Other borrowings 11,455 11,713
Junior subordinated debt 41,238 41,238
Total liabilities 8,624,185 8,494,062
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, no par value: 1,000,000 shares authorized, zero issued and outstanding at March 31, 2026 and December 31, 2025
— —
Common stock, no par value: 50,000,000 shares authorized; 31,910,590 and 32,334,974 issued and outstanding at March 31, 2026 and December 31, 2025, respectively
673,507 682,362
Retained earnings 749,769 740,244
Accumulated other comprehensive loss, net of tax ( 99,250 ) ( 94,605 )
Total shareholders’ equity 1,324,026 1,328,001
Total liabilities and shareholders’ equity $ 9,948,211 $ 9,822,063
See accompanying notes to unaudited condensed consolidated financial statements.
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TRICO BANCSHARES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data; unaudited)
Three months ended
March 31,
2026 2025
Interest and dividend income:
Loans, including fees $ 100,349 $ 95,378
Investments:
Taxable securities 13,788 15,373
Tax exempt securities 866 884
Dividends 874 379
Interest bearing cash at Federal Reserve and other banks 1,950 2,063
Total interest and dividend income 117,827 114,077
Interest expense:
Deposits 25,923 28,865
Other borrowings 1 969
Junior subordinated debt 677 1,701
Total interest expense 26,601 31,535
Net interest income 91,226 82,542
Provision for credit losses 3,325 3,728
Net interest income after credit loss provision 87,901 78,814
Non-interest income:
Service charges and fees 13,160 12,678
Gain on sale of loans 397 344
Gain (loss) on sale or call of investment securities 17 ( 1,146 )
Asset management and commission income 2,049 1,488
Increase in cash value of life insurance 816 820
Other 593 1,889
Total non-interest income 17,032 16,073
Non-interest expense:
Salaries and related benefits 36,145 36,855
Other 22,907 22,730
Total non-interest expense 59,052 59,585
Income before provision for income taxes 45,881 35,302
Provision for income taxes 12,196 8,939
Net income $ 33,685 $ 26,363
Per share data:
Basic earnings per share $ 1.05 $ 0.80
Diluted earnings per share $ 1.04 $ 0.80
Dividends per share $ 0.36 $ 0.33
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(In thousands; unaudited)
Three months ended
March 31,
2026 2025
Net income $ 33,685 $ 26,363
Other comprehensive income, net of tax:
Unrealized (losses) gains on available for sale securities arising during the period ( 4,645 ) 22,098
Change in minimum pension liability — —
Change in joint beneficiary agreements — —
Other comprehensive income ( 4,645 ) 22,098
Comprehensive income $ 29,040 $ 48,461
See accompanying notes to unaudited condensed consolidated financial statements.
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TRICO BANCSHARES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data; unaudited)
Shares of
Common
Stock Common
Stock Retained
Earnings Accumulated
Other
Comprehensive Income (Loss) Total
Balance at January 1, 2025 32,970,425 $ 693,462 $ 679,907 $ ( 152,462 ) $ 1,220,907
Net income 26,363 26,363
Other comprehensive income (loss) 22,098 22,098
RSU vesting 797 797
PSU vesting 342 342
RSUs released 21,839 —
Repurchase of common stock ( 99,776 ) ( 2,101 ) ( 2,008 ) ( 4,109 )
Dividends paid ($ 0.33 per share)
( 10,879 ) ( 10,879 )
Three months ended March 31, 2025 32,892,488 $ 692,500 $ 693,383 $ ( 130,364 ) $ 1,255,519
Balance at January 1, 2026 32,334,974 $ 682,362 $ 740,244 $ ( 94,605 ) $ 1,328,001
Net income 33,685 33,685
Other comprehensive income (loss) ( 4,645 ) ( 4,645 )
RSU vesting 690 690
PSU vesting 264 264
RSUs released 40,089 —
Repurchase of common stock ( 464,473 ) ( 9,809 ) ( 12,614 ) ( 22,423 )
Dividends paid ($ 0.36 per share)
( 11,546 ) ( 11,546 )
Three months ended March 31, 2026 31,910,590 $ 673,507 $ 749,769 $ ( 99,250 ) $ 1,324,026
Balance at January 1, 2025
See accompanying notes to unaudited condensed consolidated financial statements.
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TRICO BANCSHARES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands; unaudited)
For the three months ended March 31,
2026 2025
Operating activities:
Net income $ 33,685 $ 26,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment, and amortization 1,615 1,550
Amortization of intangible assets 430 514
Provision for credit losses 3,325 3,728
Amortization of investment securities premium, net 234 402
(Loss) gain on sale of investment securities ( 17 ) 1,146
Originations of loans for sale ( 16,381 ) ( 15,348 )
Proceeds from sale of loans originated for sale 15,165 14,245
Gain on sale of loans ( 397 ) ( 344 )
Change in fair market value of mortgage servicing rights 232 140
(Gain) loss on sale of foreclosed assets — ( 3 )
Operating lease expense payments ( 1,669 ) ( 1,509 )
(Gain) loss on disposal of fixed assets ( 15 ) 85
Increase in cash value of life insurance ( 816 ) ( 820 )
Gain on life insurance death benefit — ( 1,207 )
(Gain) loss on marketable equity securities 17 ( 39 )
Equity compensation vesting expense 954 1,139
Change in:
Interest receivable 991 2,274
Interest payable ( 1,037 ) ( 1,816 )
Amortization of operating lease ROUA 1,609 1,452
Other assets and liabilities, net ( 4,223 ) ( 7,438 )
Net cash from operating activities 33,702 24,514
Investing activities:
Proceeds from maturities of securities available for sale 47,413 66,753
Proceeds from maturities of securities held to maturity 4,758 4,954
Proceeds from sale and calls of available for sale securities 3,000 30,008
Purchases of securities available for sale ( 90,720 ) ( 14,358 )
Loan origination and principal collections, net 41,375 ( 51,857 )
Proceeds from sale of other real estate owned — 103
Proceeds from sale of premises and equipment 15 —
Purchases of premises and equipment ( 712 ) ( 1,687 )
Net cash from investing activities 5,129 33,916
Financing activities:
Net change in deposits 139,687 117,756
Net change in other borrowings ( 258 ) 2,096
Repurchase of common stock ( 22,423 ) ( 4,109 )
Dividends paid ( 11,546 ) ( 10,879 )
Net cash from financing activities 105,460 104,864
Net change in cash and cash equivalents 144,291 163,294
Cash and cash equivalents, beginning of period 157,014 144,956
Cash and cash equivalents, end of period $ 301,305 $ 308,250
See accompanying notes to unaudited condensed consolidated financial statements.
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Supplemental disclosure of noncash activities:
Unrealized (loss) gain on securities available for sale $ ( 6,595 ) $ 31,372
Market value of shares tendered in-lieu of cash to pay for exercise of equity and/or related taxes 825 ( 439 )
Obligations incurred in conjunction with leased assets 620 471
Loans transferred to foreclosed assets 721 —
Life insurance receivable — 7,582
Supplemental disclosure of cash flow activity:
Cash paid for interest expense $ 27,638 $ 33,351
Cash paid for income taxes 2,500 —
See accompanying notes to unaudited condensed consolidated financial statements.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Description of Business and Basis of Presentation
TriCo Bancshares (the “Company” or “we”) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the “Bank”). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial banking business in 31 California counties. The consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation.
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
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). The Company believes that the disclosures made are adequate to make the information not misleading.
Segment and Significant Group Concentration of Credit Risk
The Company grants agribusiness, commercial, consumer, and residential loans to customers located throughout California. The Company has a diversified loan portfolio within the business segments located in this geographical area. While our Chief Executive Officer, the chief operating decision-maker (CODM), may monitor the revenue streams of the various products and services, operations are managed, financial performance is evaluated, and decisions are generally made on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, operations are considered by management to be aggregated in one reportable operating segment.
Geographical Descriptions
For the purpose of describing the geographical location of the Company’s operations, the Company has defined northern California as that area of California north of, and including, Stockton to the east and San Jose to the west; central California as that area of the state south of Stockton and San Jose, to and including, Bakersfield to the east and San Luis Obispo to the west; and southern California as that area of the state south of Bakersfield and San Luis Obispo.
Cash and Cash Equivalents
Net cash flows are reported for loan and deposit transactions and other borrowings. For purposes of the consolidated statement of cash flows, cash, due from banks with original maturities less than 90 days, interest-earning deposits in other banks, and Federal funds sold are considered to be cash equivalents.
Loans
Loans that Management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of deferred loan fees and costs. Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount is amortized as an adjustment to the related loan’s yield over the actual life of the loan. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.
Loans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is considered probable. Interest accruals
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are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of Management, the loan is estimated to be fully collectible as to both principal and interest. Accrued interest receivable is not included in the calculation of the allowance for credit losses.
Allowance for Credit Losses - Securities
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 March 31, 2026 and December 31, 2025 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. S. 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. As a result of this evaluation, management determined that the expected credit losses associated with these securities is not significant for financial reporting purposes and therefore, no allowance for credit losses has been recognized for any period reported.
The Company evaluates AFS debt securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the allowance for credit losses and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available for sale debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. In evaluating available for sale debt securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers' financial condition, among other factors. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. 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 three-month periods ended March 31, 2026 and 2025, respectively.
Loans
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. Loans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is considered probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of Management, the loan is estimated to be fully collectible as to both principal and interest. Accrued interest receivable is not included in the calculation of the allowance for credit losses.
Allowance for Credit Losses
The Company performs an ACL evaluation on its loan and lease portfolio and its HTM and AFS securities portfolios. The ACL on loan and lease portfolio and HTM securities are provided through an expected loss methodology referred to as CECL methodology. The ACL on AFS securities is provided when a credit loss is deemed to have occurred for securities which the Company does not intend to sell or is not required to sell. The CECL methodology also applies to credit exposures on off-balance-sheet loan commitments.
Loans
The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the recorded loan balance is confirmed as uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Regardless of the determination that a charge-off is appropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with the original contract or modified terms, if appropriate.
The ACL consists of two primary components: (1) the determination of an ACL for loans that are individually identified and analyzed and (2) establishment of an ACL for loans collectively analyzed. To determine the collectively analyzed portion of the ACL, the Company identified various portfolio segments based on loan attributes such as, but not limited to; collateral type and loan purpose or use, to ensure loans with similar risk characteristics are measured on a collective basis. The Company utilizes three different loss model configurations and assigned each of the portfolio segments to one of the three loss model configurations. Historical credit loss experience for financial institutions nationwide, paired with relevant forecasts of macroeconomic conditions, forms the basis for the estimate of expected credit losses amongst the collectively analyzed loan portfolio. Further, each of the three loss model configurations utilized by the Company incorporate unique inputs, such as the following:
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(1) Commercial Real Estate : origination vintage, delinquency status, loan-to-value as of the origination date, stated maturity date, property type, and property status
(2) Commercial and Industrial : loan size, credit spread at origination, risk grade, business sector, and loan type
(3) Consumer: FICO, origination vintage, product type, and state geography if applicable
After quantitative considerations, management evaluates the need for additional qualitative adjustments that consider the expected impact of certain factors not fully captured in the quantitative and macroeconomic reserve calculations. These qualitative adjustments may apply to the collectively analyzed pool as a whole, one or more of the three loss models, or to one or more of the loan portfolio segments.
Purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than reported as a provision for credit losses. Subsequent changes in the allowance for credit losses on PCD assets are recognized through the provision for credit losses.
HTM Securities
For HTM debt securities, the Company measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type, then further disaggregated by sector and bond rating. Accrued interest receivable on held-to-maturity (HTM) debt securities is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information that is adjusted for current condition and reasonable and supportable forecasts based on current and expected changes in credit ratings and default rates. Nearly all of the Company's HTM securities are issued by the U. S. Government entities or agencies, and based on the absence of any historical or expected losses, all qualify for a zero loss assumption. Therefore, no allowance for credit losses has been recognized during the three months ended March 31, 2026 and 2025, respectively.
AFS Securities
The Company evaluates available for sale debt securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the allowance for credit losses and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available for sale debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. In evaluating available for sale debt securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers' financial condition, among other factors. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. 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 three months ended March 31, 2026 and 2025, respectively.
Unfunded commitments
The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance for credit loss calculation, other than those that are unconditionally cancellable. To arrive at that reserve, the reserve percentage determined within the same three loss models described above is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. The allowance for credit losses for off-balance-sheet credit risk exposures is reported in other liabilities in the condensed consolidated balance sheets.
Accounting Standards Update
Accounting standards adopted in the current period
Standard Summary of Guidance Effects on financial statements
None
Accounting standards yet to be adopted
Standard Summary of Guidance Effects on financial statements
ASU 2024-03: Disaggregation of Income Statement Expenses (DISE) • Requires additional disclosure of the nature of expenses included in the income statement to be presented in a tabular format in the footnotes to the financial statements.
ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. This standard is not expected to have a material impact on the Company’s financial statements.
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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:
March 31, 2026
(in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair
Value
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 1,232,918 $ 781 $ ( 114,632 ) $ 1,119,067
Obligations of states and political subdivisions 240,093 58 ( 22,721 ) 217,430
Corporate bonds 1,999 — ( 26 ) 1,973
Asset backed securities 261,175 47 ( 1,371 ) 259,851
Non-agency collateralized mortgage obligations 187,364 129 ( 20,342 ) 167,151
Total debt securities available for sale $ 1,923,549 $ 1,015 $ ( 159,092 ) $ 1,765,472
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ 84,176 $ 4 $ ( 3,735 ) 80,445
Obligations of states and political subdivisions 1,564 — ( 46 ) 1,518
Total debt securities held to maturity $ 85,740 $ 4 $ ( 3,781 ) $ 81,963
December 31, 2025
(in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair
Value
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 1,174,813 $ 1,600 $ ( 112,385 ) $ 1,064,028
Obligations of states and political subdivisions 240,199 110 ( 19,623 ) 220,686
Corporate bonds 4,981 3 ( 26 ) 4,958
Asset backed securities 270,817 131 ( 1,428 ) 269,520
Non-agency collateralized mortgage obligations 192,602 209 ( 20,072 ) 172,739
Total debt securities available for sale $ 1,883,412 $ 2,053 $ ( 153,534 ) $ 1,731,931
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ 88,980 $ 5 $ ( 3,552 ) $ 85,433
Obligations of states and political subdivisions 1,564 — ( 10 ) 1,554
Total debt securities held to maturity $ 90,544 $ 5 $ ( 3,562 ) $ 86,987
Proceeds from the sale or call of available for sale investment securities totaled $ 3.0 million and $ 30.0 million for the three months ended March 31, 2026 and 2025, respectively, which resulted in gross realized gains of $ 0.02 million and gross realized losses of $ 1.1 million, respectively, during the equivalent periods.
Investment securities with an aggregate carrying value of $ 816.4 million and $ 839.6 million at March 31, 2026 and December 31, 2025, 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 March 31, 2026 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 March 31, 2026, 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. For purposes of the following table, the entire outstanding balance of these mortgage-backed securities issued by the U.S. government and agencies is categorized based on final maturity date. At March 31, 2026, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S. government corporations and agencies to be approximately 6.28 years. Average remaining life is defined as the time span after which the principal balance has been reduced by half.
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As of March 31, 2026, 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
(in thousands) Amortized
Cost Estimated
Fair Value Amortized
Cost Estimated
Fair Value
Due in one year $ 1,900 $ 1,888 $ 33 $ 33
Due after one year through five years 67,588 65,695 2,890 2,827
Due after five years through ten years 235,387 217,570 81,979 78,294
Due after ten years 1,618,674 1,480,319 838 809
Totals $ 1,923,549 $ 1,765,472 $ 85,740 $ 81,963
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 March 31, 2026, 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 March 31, 2026 or December 31, 2025.
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:
March 31, 2026: Less than 12 months 12 months or more Total
(in thousands) Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 134,910 $ ( 1,579 ) $ 889,543 $ ( 113,053 ) $ 1,024,453 $ ( 114,632 )
Obligations of states and political subdivisions 26,935 ( 667 ) 184,230 ( 22,054 ) 211,165 ( 22,721 )
Corporate bonds 988 ( 11 ) 985 ( 15 ) 1,973 ( 26 )
Asset backed securities 100,021 ( 206 ) 75,142 ( 1,165 ) 175,163 ( 1,371 )
Non-agency collateralized mortgage obligations 10,441 ( 60 ) 127,204 ( 20,282 ) 137,645 ( 20,342 )
Total debt securities available for sale $ 273,295 $ ( 2,523 ) $ 1,277,104 $ ( 156,569 ) $ 1,550,399 $ ( 159,092 )
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ — $ — $ 80,287 $ ( 3,735 ) $ 80,287 $ ( 3,735 )
Obligations of states and political subdivisions 1,518 ( 46 ) — — 1,518 ( 46 )
Total debt securities held to maturity $ 1,518 $ ( 46 ) $ 80,287 $ ( 3,735 ) $ 81,805 $ ( 3,781 )
December 31, 2025: Less than 12 months 12 months or more Total
(in thousands) Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 39,263 $ ( 133 ) $ 916,500 $ ( 112,252 ) $ 955,763 $ ( 112,385 )
Obligations of states and political subdivisions 2,874 ( 106 ) 201,382 ( 19,517 ) 204,256 ( 19,623 )
Corporate bonds 495 ( 5 ) 2,229 ( 21 ) 2,724 ( 26 )
Asset backed securities 94,965 ( 161 ) 70,084 ( 1,267 ) 165,049 ( 1,428 )
Non-agency collateralized mortgage obligations 10,524 ( 1 ) 131,873 ( 20,071 ) 142,397 ( 20,072 )
Total debt securities available for sale $ 148,121 $ ( 406 ) $ 1,322,068 $ ( 153,128 ) $ 1,470,189 $ ( 153,534 )
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ — $ — $ 85,273 $ ( 3,552 ) $ 85,273 $ ( 3,552 )
Obligations of states and political subdivisions — — 1,555 ( 10 ) 1,555 ( 10 )
Total debt securities held to maturity $ — $ — $ 86,828 $ ( 3,562 ) $ 86,828 $ ( 3,562 )
The following securities had unrealized losses as of December 31, 2025:
• Obligations of U.S. government corporations and agencies included 150 debt securities with aggregate depreciation of 10.1 % from the Company’s amortized cost basis.
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• Obligations of states and political subdivisions included 147 debt securities with aggregate depreciation of 9.7 % from the Company’s amortized cost basis.
• Corporate bonds included 3 debt securities with aggregate depreciation of 1.3 % from the Company’s amortized cost basis.
• Asset backed securities included 24 debt securities with aggregate depreciation of 0.8 % from the Company’s amortized cost basis.
• Non-agency collateralized mortgage obligations included 14 debt securities with aggregate depreciation of 12.9 % from the Company’s amortized cost basis.
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 December 31, 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. As such, the unrealized losses on these securities were caused by the changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities and are not due to the underlying credit of the issuers.
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:
March 31, 2026 December 31, 2025
(in thousands)
AAA/AA/A BBB/BB/B AAA/AA/A BBB/BB/B
Obligations of U.S. government agencies $ 84,176 $ — $ 88,980 $ —
Obligations of states and political subdivisions 1,564 — 1,564 —
Total debt securities held to maturity $ 85,740 $ — $ 90,544 $ —
Note 3 – Loans
A summary of loan balances at amortized cost are as follows:
(in thousands) March 31, 2026 December 31, 2025
Commercial real estate:
CRE non-owner occupied $ 2,533,542 $ 2,495,849
CRE owner occupied 1,020,740 1,020,770
Multifamily 1,114,059 1,085,698
Farmland 239,888 251,445
Total commercial real estate loans 4,908,229 4,853,762
Consumer:
SFR 1-4 1st DT liens 816,577 842,169
SFR HELOCs and junior liens 429,362 431,772
Other 36,242 40,669
Total consumer loans 1,282,181 1,314,610
Commercial and industrial 465,081 464,428
Construction 262,872 301,045
Agriculture production 145,463 172,494
Leases 4,372 4,748
Total loans, net of deferred loan fees and discounts $ 7,068,198 $ 7,111,087
Total principal balance of loans owed, net of charge-offs $ 7,097,341 $ 7,141,911
Unamortized net deferred loan fees ( 15,600 ) ( 15,896 )
Discounts to principal balance of loans owed, net of charge-offs ( 13,543 ) ( 14,928 )
Total loans, net of unamortized deferred loan fees and discounts $ 7,068,198 $ 7,111,087
Allowance for credit losses on loans $ ( 127,939 ) $ ( 125,762 )
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Note 4 – Allowance for Credit Losses
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 March 31, 2026
(in thousands) Beginning
Balance Charge-offs Recoveries Provision (benefit) Ending
Balance
Commercial real estate:
CRE non-owner occupied $ 40,300 $ — $ 1 $ 1,346 $ 41,647
CRE owner occupied 12,712 — — 3,574 16,286
Multifamily 17,327 — — ( 943 ) 16,384
Farmland 5,193 — — 400 5,593
Total commercial real estate loans 75,532 — 1 4,377 79,910
Consumer:
SFR 1-4 1st DT liens 11,045 — — ( 1,116 ) 9,929
SFR HELOCs and junior liens 13,264 — 7 ( 974 ) 12,297
Other 1,974 ( 221 ) 52 ( 245 ) 1,560
Total consumer loans 26,283 ( 221 ) 59 ( 2,335 ) 23,786
Commercial and industrial 11,430 ( 621 ) 48 1,578 12,435
Construction 8,231 ( 70 ) — 78 8,239
Agriculture production 4,265 — 11 ( 728 ) 3,548
Leases 21 — — — 21
Allowance for credit losses on loans 125,762 ( 912 ) 119 2,970 127,939
Reserve for unfunded commitments 7,745 — — 355 8,100
Total $ 133,507 $ ( 912 ) $ 119 $ 3,325 $ 136,039
The Company consistently seeks to refine its estimation methodology for determining the allowance for credit losses, the effects of which were insignificant during the current period, and are expected to be insignificant in future periods. Management continues to estimate the appropriate level of reserves using all relevant information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Management believes the primary risks inherent in the portfolio are a general decline in the economy or GDP, a decline in real estate market values, rising unemployment, increasing vacancy rates, and increases inflation or interest rates in the absence of economic improvement or any other such factors. Any one or a combination of these events may adversely affect a borrower's ability to repay its loan, resulting in increased delinquencies and loan losses. Although Management believes the Company has established and maintained the ACL on loans at appropriate levels, changes in reserves may be necessary if actual economic and other conditions differ substantially from the forecast used in estimating the ACL.
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:
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Allowance for credit losses – Year ended December 31, 2025
(in thousands) Beginning
Balance Charge-offs Recoveries Provision
(benefit) Ending Balance
Commercial real estate:
CRE non-owner occupied $ 37,229 $ — $ 2 $ 3,069 $ 40,300
CRE owner occupied 15,747 — 1 ( 3,036 ) 12,712
Multifamily 15,913 — — 1,414 17,327
Farmland 3,960 ( 1,053 ) — 2,286 5,193
Total commercial real estate loans 72,849 ( 1,053 ) 3 3,733 75,532
Consumer:
SFR 1-4 1st DT liens 14,227 — 6 ( 3,188 ) 11,045
SFR HELOCs and junior liens 10,411 — 26 2,827 13,264
Other 2,825 ( 649 ) 138 ( 340 ) 1,974
Total consumer loans 27,463 ( 649 ) 170 ( 701 ) 26,283
Commercial and industrial 14,397 ( 9,338 ) 291 6,080 11,430
Construction 7,224 — — 1,007 8,231
Agriculture production 3,403 ( 11 ) 665 208 4,265
Leases 30 — — ( 9 ) 21
Allowance for credit losses on loans 125,366 ( 11,051 ) 1,129 10,318 125,762
Reserve for unfunded commitments 6,000 — — 1,745 7,745
Total $ 131,366 $ ( 11,051 ) $ 1,129 $ 12,063 $ 133,507
Allowance for credit losses – Three months ended March 31, 2025
(in thousands) Beginning
Balance Charge-offs Recoveries Provision
(benefit) Ending Balance
Commercial real estate:
CRE non-owner occupied $ 37,229 $ — $ — $ 2,441 $ 39,670
CRE owner occupied 15,747 — — ( 3,578 ) 12,169
Multifamily 15,913 — — ( 309 ) 15,604
Farmland 3,960 — — 777 4,737
Total commercial real estate loans 72,849 — — ( 669 ) 72,180
Consumer:
SFR 1-4 1st DT liens 14,227 — — ( 3,232 ) 10,995
SFR HELOCs and junior liens 10,411 — 12 1,227 11,650
Other 2,825 ( 117 ) 37 150 2,895
Total consumer loans 27,463 ( 117 ) 49 ( 1,855 ) 25,540
Commercial and industrial 14,397 ( 257 ) 106 3,315 17,561
Construction 7,224 — — 3,122 10,346
Agriculture production 3,403 — 613 ( 1,248 ) 2,768
Leases 30 — — ( 2 ) 28
Allowance for credit losses on loans 125,366 ( 374 ) 768 2,663 128,423
Reserve for unfunded commitments 6,000 — — 1,065 7,065
Total $ 131,366 $ ( 374 ) $ 768 $ 3,728 $ 135,488
As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including, but not limited to, trends relating to (i) the level of criticized and classified loans, (ii) net charge-offs, (iii) non-performing loans, and (iv) delinquency within the portfolio. The Company analyzes loans individually to classify the loans as to credit risk and grading. This analysis is performed annually for all outstanding balances greater than $ 1 million and non-homogeneous loans, such as commercial real
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estate loans, unless other indicators, such as delinquency, trigger more frequent evaluation. Loans below the $ 1 million threshold and homogenous in nature are evaluated as needed for proper grading based on delinquency and borrower credit scores.
The Company utilizes a risk grading system to assign a risk grade to each of its loans. Loans are graded on a scale ranging from Pass to Loss. A description of the general characteristics of the risk grades is as follows:
• Pass – This grade represents loans ranging from acceptable to very little or no credit risk. These loans typically meet most if not all policy standards in regard to: loan amount as a percentage of collateral value, debt service coverage, profitability, leverage, and working capital.
• Special Mention – This grade represents “Other Assets Especially Mentioned” in accordance with regulatory guidelines and includes loans that display some potential weaknesses which, if left unaddressed, may result in deterioration of the repayment prospects for the asset or may inadequately protect the Company’s position in the future. These loans warrant more than normal supervision and attention.
• Substandard – This grade represents “Substandard” loans in accordance with regulatory guidelines. Loans within this rating typically exhibit weaknesses that are well defined to the point that repayment is jeopardized. Loss potential is, however, not necessarily evident. The underlying collateral supporting the credit appears to have sufficient value to protect the Company from loss of principal and accrued interest, or the loan has been written down to the point where this is true. There is a definite need for a well-defined workout/rehabilitation program.
• Doubtful – This grade represents “Doubtful” loans in accordance with regulatory guidelines. An asset classified as Doubtful has all the weaknesses inherent in a loan classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and financing plans.
• Loss – This grade represents “Loss” loans in accordance with regulatory guidelines. A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan, even though some recovery may be affected in the future. The portion of the loan that is graded loss should be charged off no later than the end of the quarter in which the loss is identified.
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 March 31, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
(in thousands) 2026 2025 2024 2023 2022 Prior
Commercial real estate:
CRE non-owner occupied risk ratings
Pass $ 90,391 $ 261,002 $ 184,047 $ 146,942 $ 412,370 $ 1,273,910 $ 120,079 $ — $ 2,488,741
Special Mention — — 814 14,432 2,310 9,325 105 — 26,986
Substandard — — 1,326 — 1,728 14,761 — — 17,815
Doubtful/Loss — — — — — — — — —
Total $ 90,391 $ 261,002 $ 186,187 $ 161,374 $ 416,408 $ 1,297,996 $ 120,184 $ — $ 2,533,542
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate:
CRE owner occupied risk ratings
Pass $ 17,790 $ 148,656 $ 79,109 $ 75,368 $ 172,222 $ 435,661 $ 41,419 $ — $ 970,225
Special Mention — 5,743 134 1,015 3,846 6,184 5,186 — 22,108
Substandard — 2,850 — — 7,108 18,167 282 — 28,407
Doubtful/Loss — — — — — — — — —
Total $ 17,790 $ 157,249 $ 79,243 $ 76,383 $ 183,176 $ 460,012 $ 46,887 $ — $ 1,020,740
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
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Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
(in thousands) 2026 2025 2024 2023 2022 Prior
Commercial real estate:
Multifamily risk ratings
Pass $ 12,436 $ 91,821 $ 68,110 $ 54,015 $ 216,376 $ 606,871 $ 47,695 $ — $ 1,097,324
Special Mention — — — — — 641 — — 641
Substandard — — — — 3,454 12,640 — — 16,094
Doubtful/Loss — — — — — — — — —
Total $ 12,436 $ 91,821 $ 68,110 $ 54,015 $ 219,830 $ 620,152 $ 47,695 $ — $ 1,114,059
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate:
Farmland risk ratings
Pass $ — $ 8,869 $ 22,818 $ 18,683 $ 33,229 $ 60,895 $ 31,582 $ — $ 176,076
Special Mention — 619 — — 1,937 5,549 489 — 8,594
Substandard — — — 814 9,414 32,516 12,474 — 55,218
Doubtful/Loss — — — — — — — — —
Total $ — $ 9,488 $ 22,818 $ 19,497 $ 44,580 $ 98,960 $ 44,545 $ — $ 239,888
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer loans:
SFR 1-4 1st DT liens risk ratings
Pass $ 17,724 $ 78,299 $ 42,240 $ 81,099 $ 157,118 $ 415,225 $ — $ 6,070 $ 797,775
Special Mention — — 1,216 — 573 7,302 — 255 9,346
Substandard — — — 219 278 8,431 — 528 9,456
Doubtful/Loss — — — — — — — — —
Total $ 17,724 $ 78,299 $ 43,456 $ 81,318 $ 157,969 $ 430,958 $ — $ 6,853 $ 816,577
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer loans:
SFR HELOCs and junior liens risk ratings
Pass $ 1,417 $ 1,862 $ — $ — $ — $ 49 $ 404,323 $ 6,022 $ 413,673
Special Mention — — — — — — 9,980 233 10,213
Substandard — — — — — — 5,182 294 5,476
Doubtful/Loss — — — — — — — — —
Total $ 1,417 $ 1,862 $ — $ — $ — $ 49 $ 419,485 $ 6,549 $ 429,362
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer loans:
Other risk ratings
Pass $ 2,175 $ 1,324 $ 4,513 $ 12,677 $ 3,489 $ 10,111 $ 494 $ — $ 34,783
Special Mention — 74 12 232 1 303 42 — 664
Substandard — — 3 164 291 334 3 — 795
Doubtful/Loss — — — — — — — — —
Total $ 2,175 $ 1,398 $ 4,528 $ 13,073 $ 3,781 $ 10,748 $ 539 $ — $ 36,242
Year-to-date gross charge-offs $ — $ 119 $ 12 $ 62 $ 18 $ — $ 10 $ — $ 221
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Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
(in thousands) 2026 2025 2024 2023 2022 Prior
Commercial and industrial loans:
Commercial and industrial risk ratings
Pass $ 21,928 $ 100,689 $ 43,183 $ 32,273 $ 48,125 $ 20,382 $ 180,232 $ 58 $ 446,870
Special Mention — 68 211 3,419 699 108 6,084 — 10,589
Substandard — — 268 91 567 2,959 3,690 47 7,622
Doubtful/Loss — — — — — — — — —
Total $ 21,928 $ 100,757 $ 43,662 $ 35,783 $ 49,391 $ 23,449 $ 190,006 $ 105 $ 465,081
Year-to-date gross charge-offs $ — $ 137 $ — $ 19 $ — $ 34 $ 431 $ — $ 621
Construction loans:
Construction risk ratings
Pass $ 17,974 $ 60,123 $ 96,768 $ 59,628 $ 7,797 $ 19,694 $ — $ — $ 261,984
Special Mention 401 369 — — — — — — 770
Substandard — — — — — 118 — — 118
Doubtful/Loss — — — — — — — — —
Total $ 18,375 $ 60,492 $ 96,768 $ 59,628 $ 7,797 $ 19,812 $ — $ — $ 262,872
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ 70 $ — $ — $ 70
Agriculture production loans:
Agriculture production risk ratings
Pass $ 258 $ 2,177 $ 705 $ 967 $ 895 $ 7,536 $ 108,730 $ — $ 121,268
Special Mention — — — — — — 23,867 — 23,867
Substandard — — — — 75 196 57 — 328
Doubtful/Loss — — — — — — — — —
Total $ 258 $ 2,177 $ 705 $ 967 $ 970 $ 7,732 $ 132,654 $ — $ 145,463
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Leases:
Lease risk ratings
Pass $ 4,372 $ — $ — $ — $ — $ — $ — $ — $ 4,372
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful/Loss — — — — — — — — —
Total $ 4,372 $ — $ — $ — $ — $ — $ — $ — $ 4,372
Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Total loans outstanding:
Risk ratings
Pass $ 186,465 $ 754,822 $ 541,493 $ 481,652 $ 1,051,621 $ 2,850,334 $ 934,554 $ 12,150 $ 6,813,091
Special Mention 401 6,873 2,387 19,098 9,366 29,412 45,753 488 113,778
Substandard — 2,850 1,597 1,288 22,915 90,122 21,688 869 141,329
Doubtful/Loss — — — — — — — — —
Total $ 186,866 $ 764,545 $ 545,477 $ 502,038 $ 1,083,902 $ 2,969,868 $ 1,001,995 $ 13,507 $ 7,068,198
Year-to-date gross charge-offs $ — $ 256 $ 12 $ 81 $ 18 $ 104 $ 441 $ — $ 912
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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
(in thousands) 2025 2024 2023 2022 2019 Prior
Commercial real estate:
CRE non-owner occupied risk ratings
Pass $ 262,241 $ 188,789 $ 162,739 $ 417,564 $ 276,975 $ 1,007,772 $ 140,006 $ — $ 2,456,086
Special Mention — 818 12,692 1,634 4,566 3,182 105 — 22,997
Substandard — — — 1,728 — 15,038 — — 16,766
Doubtful/Loss — — — — — — — — —
Total $ 262,241 $ 189,607 $ 175,431 $ 420,926 $ 281,541 $ 1,025,992 $ 140,111 $ — $ 2,495,849
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate:
CRE owner occupied risk ratings
Pass $ 147,249 $ 79,772 $ 76,729 $ 177,644 $ 168,858 $ 301,503 $ 33,540 $ — $ 985,295
Special Mention 8,636 135 361 1,045 237 5,148 5,184 — 20,746
Substandard — — — 7,244 3,176 4,140 169 — 14,729
Doubtful/Loss — — — — — — — — —
Total $ 155,885 $ 79,907 $ 77,090 $ 185,933 $ 172,271 $ 310,791 $ 38,893 $ — $ 1,020,770
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate:
Multifamily risk ratings
Pass $ 92,061 $ 68,472 $ 27,502 $ 185,703 $ 288,556 $ 358,396 $ 48,246 $ — $ 1,068,936
Special Mention — — — 3,044 443 202 — — 3,689
Substandard — — — 435 — 12,638 — — 13,073
Doubtful/Loss — — — — — — — — —
Total $ 92,061 $ 68,472 $ 27,502 $ 189,182 $ 288,999 $ 371,236 $ 48,246 $ — $ 1,085,698
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate:
Farmland risk ratings
Pass $ 8,901 $ 23,038 $ 18,261 $ 34,581 $ 14,831 $ 49,450 $ 35,723 $ — $ 184,785
Special Mention 624 — — 1,937 2,618 2,462 1,978 — 9,619
Substandard — — 816 9,414 20,263 13,252 13,296 — 57,041
Doubtful/Loss — — — — — — — — —
Total $ 9,525 $ 23,038 $ 19,077 $ 45,932 $ 37,712 $ 65,164 $ 50,997 $ — $ 251,445
Period end gross write-offs $ — $ — $ — $ — $ 509 $ — $ 544 $ — $ 1,053
Consumer loans:
SFR 1-4 1st DT liens risk ratings
Pass $ 81,083 $ 45,517 $ 87,492 $ 159,382 $ 218,999 $ 225,410 $ — $ 5,688 $ 823,571
Special Mention — 1,091 — 581 4,642 1,918 — 406 8,638
Substandard — — 219 284 3,313 5,618 — 526 9,960
Doubtful/Loss — — — — — — — — —
Total $ 81,083 $ 46,608 $ 87,711 $ 160,247 $ 226,954 $ 232,946 $ — $ 6,620 $ 842,169
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
(in thousands) 2025 2024 2023 2022 2019 Prior
Consumer loans:
SFR HELOCs and junior liens risk ratings
Pass $ 2,116 $ — $ — $ — $ — $ 53 $ 408,407 $ 5,407 $ 415,983
Special Mention — — — — — — 9,482 377 9,859
Substandard — — — — — — 5,604 326 5,930
Doubtful/Loss — — — — — — — — —
Total $ 2,116 $ — $ — $ — $ — $ 53 $ 423,493 $ 6,110 $ 431,772
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer loans:
Other risk ratings
Pass $ 4,222 $ 4,795 $ 13,717 $ 4,010 $ 4,094 $ 7,489 $ 540 $ — $ 38,867
Special Mention 77 12 202 1 251 153 43 — 739
Substandard — 69 256 303 190 242 3 — 1,063
Doubtful/Loss — — — — — — — — —
Total $ 4,299 $ 4,876 $ 14,175 $ 4,314 $ 4,535 $ 7,884 $ 586 $ — $ 40,669
Period end gross write-offs $ 481 $ 65 $ 15 $ — $ — $ 69 $ 19 $ — $ 649
Commercial and industrial loans:
Commercial and industrial risk ratings
Pass $ 122,819 $ 44,904 $ 35,360 $ 52,018 $ 16,922 $ 6,046 $ 170,194 $ 73 $ 448,336
Special Mention 50 234 2,810 707 — 37 5,330 — 9,168
Substandard — 310 96 618 2,816 342 2,695 47 6,924
Doubtful/Loss — — — — — — — — —
Total $ 122,869 $ 45,448 $ 38,266 $ 53,343 $ 19,738 $ 6,425 $ 178,219 $ 120 $ 464,428
Period end gross write-offs $ 510 $ 95 $ — $ — $ 58 $ — $ 8,675 $ — $ 9,338
Construction loans:
Construction risk ratings
Pass $ 45,182 $ 84,196 $ 104,482 $ 44,172 $ 7,021 $ 13,108 $ — $ — $ 298,161
Special Mention 372 — 1,862 — — — — — 2,234
Substandard — — — — 529 121 — — 650
Doubtful/Loss — — — — — — — — —
Total $ 45,554 $ 84,196 $ 106,344 $ 44,172 $ 7,550 $ 13,229 $ — $ — $ 301,045
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Agriculture production loans:
Agriculture production risk ratings
Pass $ 1,816 $ 727 $ 1,029 $ 1,409 $ 393 $ 7,282 $ 137,121 $ — $ 149,777
Special Mention — — — — — — 22,079 — 22,079
Substandard — — — 114 237 135 152 — 638
Doubtful/Loss — — — — — — — — —
Total $ 1,816 $ 727 $ 1,029 $ 1,523 $ 630 $ 7,417 $ 159,352 $ — $ 172,494
Period end gross write-offs $ — $ — $ — $ — $ — $ 11 $ — $ — $ 11
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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2025 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
(in thousands) 2025 2024 2023 2022 2019 Prior
Leases:
Lease risk ratings
Pass $ 4,748 $ — $ — $ — $ — $ — $ — $ — $ 4,748
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful/Loss — — — — — — — — —
Total $ 4,748 $ — $ — $ — $ — $ — $ — $ — $ 4,748
Period end gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Total loans outstanding:
Risk ratings
Pass $ 772,438 $ 540,210 $ 527,311 $ 1,076,483 $ 996,649 $ 1,976,509 $ 973,777 $ 11,168 $ 6,874,545
Special Mention 9,759 2,290 17,927 8,949 12,757 13,102 44,201 783 109,768
Substandard — 379 1,387 20,140 30,524 51,526 21,919 899 126,774
Doubtful/Loss — — — — — — — — —
Total $ 782,197 $ 542,879 $ 546,625 $ 1,105,572 $ 1,039,930 $ 2,041,137 $ 1,039,897 $ 12,850 $ 7,111,087
Period end gross write-offs $ 991 $ 160 $ 15 $ — $ 567 $ 80 $ 9,238 $ — $ 11,051
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 March 31, 2026
(in thousands) 30-59 days 60-89 days > 90 days Total Past
Due Loans Current Total
Commercial real estate:
CRE non-owner occupied $ 1,693 $ — $ 4,690 $ 6,383 $ 2,527,159 $ 2,533,542
CRE owner occupied 338 1,011 4,796 6,145 1,014,595 1,020,740
Multifamily 13,333 506 — 13,839 1,100,220 1,114,059
Farmland 4,744 — 7,012 11,756 228,132 239,888
Total commercial real estate loans 20,108 1,517 16,498 38,123 4,870,106 4,908,229
Consumer:
SFR 1-4 1st DT liens 432 1,995 1,296 3,723 812,854 816,577
SFR HELOCs and junior liens — — 1,897 1,897 427,465 429,362
Other 421 91 218 730 35,512 36,242
Total consumer loans 853 2,086 3,411 6,350 1,275,831 1,282,181
Commercial and industrial 1,333 431 2,150 3,914 461,167 465,081
Construction — — 74 74 262,798 262,872
Agriculture production 31 88 57 176 145,287 145,463
Leases 14 — 236 250 4,122 4,372
Total $ 22,339 $ 4,122 $ 22,426 $ 48,887 $ 7,019,311 $ 7,068,198
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Analysis of Past Due Loans - As of December 31, 2025
(in thousands) 30-59 days 60-89 days > 90 days Total Past
Due Loans Current Total
Commercial real estate:
CRE non-owner occupied $ 1,599 $ 1,728 $ 3,692 $ 7,019 $ 2,488,830 $ 2,495,849
CRE owner occupied 3,261 — 2,189 5,450 1,015,320 1,020,770
Multifamily 687 147 — 834 1,084,864 1,085,698
Farmland — — 10,937 10,937 240,508 251,445
Total commercial real estate loans 5,547 1,875 16,818 24,240 4,829,522 4,853,762
Consumer:
SFR 1-4 1st DT liens 832 1,968 1,697 4,497 837,672 842,169
SFR HELOCs and junior liens 516 1,305 1,843 3,664 428,108 431,772
Other 183 19 387 589 40,080 40,669
Total consumer loans 1,531 3,292 3,927 8,750 1,305,860 1,314,610
Commercial and industrial 1,619 522 1,629 3,770 460,658 464,428
Construction — — 603 603 300,442 301,045
Agriculture production — 88 480 568 171,926 172,494
Leases — — — — 4,748 4,748
Total $ 8,697 $ 5,777 $ 23,457 $ 37,931 $ 7,073,156 $ 7,111,087
The following table shows the ending balance of non accrual loans by loan category as of the date indicated:
Non Accrual Loans
As of March 31, 2026 As of December 31, 2025
(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
Commercial real estate:
CRE non-owner occupied $ 8,610 $ 8,610 $ — $ 7,089 $ 7,089 $ —
CRE owner occupied 10,437 17,770 102 7,733 7,733 —
Multifamily 427 427 — 435 435 —
Farmland 21,793 26,537 — 26,840 31,615 —
Total commercial real estate loans 41,267 53,344 102 42,097 46,872 —
Consumer:
SFR 1-4 1st DT liens 6,388 6,388 — 6,246 6,246 —
SFR HELOCs and junior liens 4,516 4,771 — 5,192 5,474 —
Other 158 421 — 80 459 —
Total consumer loans 11,062 11,580 — 11,518 12,179 —
Commercial and industrial 801 3,806 83 1,228 3,976 36
Construction 118 118 — 650 650 —
Agriculture production 167 189 — 435 460 45
Leases — 236 — — — —
Sub-total 53,415 69,273 185 55,928 64,137 81
Less: Guaranteed loans ( 1,667 ) ( 1,595 ) — ( 1,667 ) ( 1,688 ) —
Total, net $ 51,748 $ 67,678 $ 185 $ 54,261 $ 62,449 $ 81
Interest income on non accrual loans that would have been recognized during the three months ended March 31, 2026 and 2025, if all such loans had been current in accordance with their original terms, totaled $ 2.4 million and $ 1.5 million, respectively. Interest income actually recognized on these originated loans during the three months ended March 31, 2026 and 2025 was $ 0.2 million and nominal, respectively.
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The following tables present the amortized cost basis of collateral dependent loans by class of loans as of the following periods:
As of March 31, 2026
(in thousands) Retail Office Warehouse Other Multifamily Farmland SFR-1st Deed SFR-2nd Deed Automobile/Truck A/R and Inventory Equipment Total
Commercial real estate:
CRE non-owner occupied $ 2,717 $ 3,172 $ — $ 2,721 $ — $ — $ — $ — $ — $ — $ — $ 8,610
CRE owner occupied 14,658 1,399 — 1,713 — — — — — — — 17,770
Multifamily — — — — 427 — — — — — — 427
Farmland — — — — — 26,537 — — — — — 26,537
Total commercial real estate loans 17,375 4,571 — 4,434 427 26,537 — — — — — 53,344
Consumer:
SFR 1-4 1st DT liens — — — — — — 6,388 — — — — 6,388
SFR HELOCs and junior liens — — — — — — 1,229 3,357 — — — 4,586
Other — — — — — — — — 423 — — 423
Total consumer loans — — — — — — 7,617 3,357 423 — — 11,397
Commercial and industrial — — — — — — — — — 1,495 2,311 3,806
Construction — — — — — — 118 — — — — 118
Agriculture production — — — 57 — — — — — 23 109 189
Leases — — — — — — — — — — — —
Total $ 17,375 $ 4,571 $ — $ 4,491 $ 427 $ 26,537 $ 7,735 $ 3,357 $ 423 $ 1,518 $ 2,420 $ 68,854
As of December 31, 2025
(in thousands) Retail Office Warehouse Other Multifamily Farmland SFR -1st Deed SFR -2nd Deed Automobile/Truck A/R and Inventory Equipment Total
Commercial real estate:
CRE non-owner occupied $ 2,892 $ 3,195 $ — $ 1,002 $ — $ — $ — $ — $ — $ — $ — $ 7,089
CRE owner occupied 4,564 1,432 — 1,737 — — — — — — — 7,733
Multifamily — — — — 435 — — — — — — 435
Farmland — — — — — 31,615 — — — — — 31,615
Total commercial real estate loans 7,456 4,627 — 2,739 435 31,615 — — — — — 46,872
Consumer:
SFR 1-4 1st DT liens — — — — — — 6,246 — — — — 6,246
SFR HELOCs and junior liens — — — — — — 1,579 3,687 — — — 5,266
Other — — — — — — — — 456 — — 456
Total consumer loans — — — — — — 7,825 3,687 456 — — 11,968
Commercial and industrial — — — — — — — — — 1,477 2,499 3,976
Construction — — — 529 — — 121 — — — — 650
Agriculture production — — — 153 — — — — — 25 282 460
Leases — — — — — — — — — — — —
Total $ 7,456 $ 4,627 $ — $ 3,421 $ 435 $ 31,615 $ 7,946 $ 3,687 $ 456 $ 1,502 $ 2,781 $ 63,926
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Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearance, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.
During the three months ended March 31, 2026 and March 31, 2025, respectively, there were no significant loan modifications made to borrowers experiencing financial difficulty. During the three months ended March 31, 2026 and March 31, 2025, 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
The Company records a ROUA on the consolidated balance sheets for those leases that convey rights to control use of identified assets for a period of time in exchange for consideration. The Company also records a lease liability on the consolidated balance sheets for the present value of future payment commitments. 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. 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 March 31,
(in thousands) 2026 2025
Operating lease cost $ 1,564 $ 1,418
Short-term lease cost 50 45
Variable lease (income) cost ( 5 ) ( 10 )
Total lease cost $ 1,609 $ 1,453
The following table presents supplemental cash flow information related to leases for the periods ended:
Three months ended March 31,
(in thousands) 2026 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 1,669 $ 1,509
ROUA obtained in exchange for operating lease liabilities $ 620 $ 471
The following table presents the weighted average operating lease term and discount rate as of the period ended:
March 31,
2026 2025
Weighted-average remaining lease term (years) 7.3 7.6
Weighted-average discount rate 3.86 % 3.56 %
At March 31, 2026, future expected operating lease payments are as follows:
(in thousands)
Periods ending December 31,
2026 $ 4,645
2027 5,677
2028 4,435
2029 3,159
2030 2,751
Thereafter 9,940
30,607
Discount for present value of expected cash flows ( 4,082 )
Lease liability at March 31, 2026 $ 26,525
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Note 6 - Deposits
A summary of the balances of deposits follows:
(in thousands) March 31,
2026 December 31,
2025
Noninterest-bearing demand $ 2,559,060 $ 2,594,032
Interest-bearing demand 1,887,823 1,784,769
Savings 2,809,855 2,775,058
Time certificates, $250,000 or more 493,183 484,858
Other time certificates 653,667 625,184
Total deposits $ 8,403,588 $ 8,263,901
Certificate of deposit balances totaling $ 100.0 million from the State of California were included in time certificates, $250,000 or more, at March 31, 2026 and December 31, 2025, 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 $ 2.0 million and $ 2.7 million were classified as consumer loans at March 31, 2026 and December 31, 2025, respectively.
Note 7 - Other Borrowings
A summary of the balances of other borrowings follows:
(in thousands) March 31,
2026 December 31,
2025
Other collateralized borrowings, fixed rate, as of March 31, 2026 and December 31, 2025 of 0.05 %, payable on April 1, 2026 and January 1, 2026, respectively
11,455 11,713
Total other borrowings $ 11,455 $ 11,713
Note 8 - Junior Subordinated Debt
The following table summarizes the terms and recorded balances of each debenture as of the date indicated:
(in thousands) Coupon Rate (Variable) 3 mo. SOFR + As of March 31, 2026 As of December 31, 2025
Subordinated Debt Series Maturity
Date Face
Value Current
Coupon Rate Recorded
Book Value Recorded
Book Value
TriCo Cap Trust I 10/7/2033 $ 20,619 3.05 % 6.98 % $ 20,619 $ 20,619
TriCo Cap Trust II 7/23/2034 20,619 2.55 % 6.48 % 20,619 20,619
$ 41,238 $ 41,238 $ 41,238
Note 9 - Commitments and Contingencies
The following table presents a summary of the Bank’s commitments and contingent liabilities:
(in thousands) March 31,
2026 December 31,
2025
Financial instruments whose amounts represent risk:
Commitments to extend credit:
Commercial loans $ 850,816 $ 814,732
Consumer loans 607,292 598,264
Real estate mortgage loans 442,570 432,608
Real estate construction loans 337,779 334,130
Standby letters of credit 39,631 38,986
Deposit account overdraft privilege 128,406 125,317
In April 2024, Visa Inc. announced the commencement of an exchange offer for Visa Class B-1 common stock and the Company subsequently tendered all of its Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. Visa Class B-2 common stock continues to be carried at zero. The Bank owns 6,698 shares of Class B-2 common
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stock of Visa Inc. which may be convertible into Class A common stock at a conversion ratio of 1.5075 per Class B-2 share. As of March 31, 2026, the value of the Class A shares was $ 302.24 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 3.1 million as of March 31, 2026, 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 $ 11.5 million and $ 12.0 million during the three months ended March 31, 2026 and 2025, respectively. The Bank is regulated by the FDIC and the DFPI. Absent approval from the Commissioner of the DFPI, California banking laws generally limit the Bank’s ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period.
Stock Repurchase Plan
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 Repurchase Plan 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 under the 2025 Program. 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.
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 months ended March 31, 2026 and March 31, 2025, respectively. Employees tendered 17,262 and 10,122 shares in connection with the tax withholding requirements of other share-based awards during the three months ended March 31, 2026 and 2025, respectively. In total, shares of the Company's common stock tendered had market values of $ 0.8 million and $ 0.4 million during the quarters ended March 31, 2026 and 2025, respectively. The tendered shares were retired. The market value of tendered shares is the last market trade price at closing on the day an option is exercised or the other share-based award vests. Stock repurchased under equity incentive plans are not included in the total of stock repurchased under the 2025 Program.
Note 11 - Stock Options and Other Equity-Based Incentive Instruments
On April 16, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (2024 Plan) which was approved by shareholders on May 23, 2024. The 2024 Plan allows for up to 1,200,000 shares to be issued in connection with equity-based incentives. In conjunction with shareholder approval of the 2024 Plan, the 2019 Equity Incentive Plan (2019 Plan), which allowed for up to 1,500,000 shares to be issued in connection with equity-based incentives, is no longer available for grant issuances. 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 March 31, 2026 and December 31, 2025 .
Activity related to restricted stock unit awards during the three months ended March 31, 2026 is summarized in the following table:
Service
Condition
Vesting RSUs Market Plus
Service
Condition
Vesting RSUs
Outstanding at January 1, 2026 141,089 145,485
RSUs granted 48,867 45,800
RSUs added through dividend and performance credits 934 —
RSUs released ( 40,089 ) —
RSUs forfeited ( 1,193 ) ( 2,131 )
Outstanding at March 31, 2026 149,608 189,154
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The 149,608 of service condition vesting RSUs outstanding as of March 31, 2026 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 149,608 of service condition vesting RSUs outstanding as of March 31, 2026 are expected to vest, and be released, on a weighted-average basis, over the next 2.26 years. The Company expects to recognize $ 4.5 million of pre-tax compensation costs related to these service condition vesting RSUs between March 31, 2026 and their vesting dates. The Company did not modify any service condition vesting RSUs during the three months ended March 31, 2026 or 2025.
The 189,154 of market plus service condition vesting RSUs outstanding as of March 31, 2026 are expected to vest, and be released, on a weighted-average basis, over the next 2.39 years. The Company expects to recognize $ 2.8 million of pre-tax compensation costs related to these RSUs between March 31, 2026 and their vesting dates. As of March 31, 2026, 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 283,731 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 three months ended March 31, 2026 or 2025.
Note 12 - Non-interest Income and Expense
The following tables summarize the Company’s non-interest income for the periods indicated:
Three months ended
March 31,
(in thousands) 2026 2025
ATM and interchange fees $ 6,269 $ 6,106
Service charges on deposit accounts 5,209 4,914
Other service fees 1,487 1,359
Mortgage banking service fees 427 439
Change in value of mortgage servicing rights ( 232 ) ( 140 )
Total service charges and fees 13,160 12,678
Increase in cash value of life insurance 816 820
Asset management and commission income 2,049 1,488
Gain on sale of loans 397 344
Lease brokerage income 97 66
Sale of customer checks 364 345
Gain (loss) on sale or exchange of investment securities 17 ( 1,146 )
Gain (loss) on marketable equity securities ( 17 ) 39
Other 149 1,439
Total other non-interest income 3,872 3,395
Total non-interest income $ 17,032 $ 16,073
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The following tables summarize the Company’s non-interest expense for the periods indicated:
Three months ended
March 31,
(in thousands) 2026 2025
Base salaries, net of deferred loan origination costs $ 24,238 $ 25,401
Incentive compensation 4,726 4,038
Benefits and other compensation costs 7,181 7,416
Total salaries and benefits expense 36,145 36,855
Occupancy 4,459 4,077
Data processing and software 5,287 5,058
Equipment 1,354 1,284
Intangible amortization 430 514
Advertising 835 1,204
ATM and POS network charges 1,668 1,851
Professional fees 1,639 1,518
Telecommunications 442 488
Regulatory assessments and insurance 1,305 1,283
Postage 346 320
Operational losses 520 424
Courier service 520 488
Loss (gain) on sale or acquisition of foreclosed assets — ( 3 )
Loss (gain) on disposal of fixed assets ( 15 ) 85
Other miscellaneous expense 4,117 4,139
Total other non-interest expense 22,907 22,730
Total non-interest expense $ 59,052 $ 59,585
Note 13 - Earnings Per Share
Basic earnings per share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and restricted stock units (RSUs), and are determined using the treasury stock method. Earnings per share have been computed based on the following:
Three months ended March 31,
(in thousands) 2026 2025
Net income $ 33,685 $ 26,363
Weighted average number of common shares outstanding 32,195 32,953
Effect of dilutive stock options and restricted stock 196 176
Weighted average number of common shares outstanding used to calculate diluted earnings per share 32,391 33,129
Options excluded from diluted earnings per share because of their antidilutive effect — —
Note 14 – Comprehensive (Loss) Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet identified as AOCI, such items, along with net income, are components of OCI.
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The components of OCI and related tax effects are as follows:
Three months ended March 31,
(in thousands) 2026 2025
Unrealized holding (losses) gains on available for sale securities before reclassifications $ ( 6,579 ) $ 32,518
Amounts reclassified out of AOCI:
Realized gain (loss) on debt securities ( 17 ) ( 1,146 )
Total amounts reclassified out of accumulated other comprehensive income (loss) ( 17 ) ( 1,146 )
Unrealized holding (losses) gains on available for sale securities after reclassifications ( 6,596 ) 31,372
Tax effect 1,951 ( 9,274 )
Unrealized holding (losses) gains on available for sale securities, net of tax ( 4,645 ) 22,098
Change in unfunded status of the supplemental retirement plans before reclassifications 174 164
Amounts reclassified out of AOCI:
Amortization of actuarial losses ( 174 ) ( 164 )
Total amounts reclassified out of accumulated other comprehensive loss ( 174 ) ( 164 )
Total other comprehensive (loss) income $ ( 4,645 ) $ 22,098
The components of AOCI, included in shareholders’ equity, are as follows:
(in thousands) March 31,
2026 December 31,
2025
Net unrealized loss on available for sale securities $ ( 158,077 ) $ ( 151,481 )
Tax effect 46,734 44,783
Unrealized holding loss on available for sale securities, net of tax ( 111,343 ) ( 106,698 )
Unfunded status of the supplemental retirement plans 16,129 16,129
Tax effect ( 4,768 ) ( 4,768 )
Unfunded status of the supplemental retirement plans, net of tax 11,361 11,361
Joint beneficiary agreement liability 732 732
Tax effect — —
Joint beneficiary agreement liability, net of tax 732 732
Accumulated other comprehensive loss $ ( 99,250 ) $ ( 94,605 )
Note 15 - Fair Value Measurement
The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Marketable equity securities, trading securities, debt securities available-for-sale, loans held for sale, and mortgage servicing rights are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application impairment write-downs of individual assets.
The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observable nature of the assumptions used to determine fair value. These levels are:
Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Marketable equity securities, trading securities and debt securities available for sale - Marketable equity, trading and debt securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted
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prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. 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. The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics. As such, we classify those loans subjected to recurring fair value adjustments as Level 2.
Collateral dependent loans - Loans are not recorded at fair value on a recurring basis. However, from time to time, certain loans have individual risk characteristics not consistent with a pool of loans and is individually evaluated for credit reserves. Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement are typically individually evaluated. The fair value of these loans are estimated using one of several methods, including collateral value, fair value of similar debt, enterprise value, liquidation value and discounted cash flows. Those loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the loan as nonrecurring Level 3.
Foreclosed assets - Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, management periodically performs valuations and the assets are carried at the lower of carrying amount or fair value less cost to sell. When the fair value of foreclosed assets is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense.
Mortgage servicing rights - Mortgage servicing rights are carried at fair value. A valuation model, which utilizes a discounted cash flow analysis using a discount rate and prepayment speed assumptions is used in the computation of the fair value measurement. While the prepayment speed assumption is currently quoted for comparable instruments, the discount rate assumption currently requires a significant degree of management judgment and is therefore considered an unobservable input. As such, the Company classifies mortgage servicing rights subjected to recurring fair value adjustments as Level 3.
The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair value at March 31, 2026 Total Level 1 Level 2 Level 3
Marketable equity securities $ 2,676 $ 2,676 $ — $ —
Debt securities available for sale:
Obligations of U.S. government and agencies 1,119,067 — 1,119,067 —
Obligations of states and political subdivisions 217,430 — 217,430 —
Corporate bonds 1,973 — 1,973 —
Asset backed securities 259,851 — 259,851 —
Non-agency mortgage backed securities 167,151 — 167,151 —
Loans held for sale 4,186 — 4,186 —
Mortgage servicing rights 6,530 — — 6,530
Total assets measured at fair value $ 1,778,864 $ 2,676 $ 1,769,658 $ 6,530
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Fair value at December 31, 2025 Total Level 1 Level 2 Level 3
Marketable equity securities $ 2,692 $ 2,692 $ — $ —
Debt securities available for sale:
Obligations of U.S. government and agencies 1,064,028 — 1,064,028 —
Obligations of states and political subdivisions 220,686 — 220,686 —
Corporate bonds 4,958 — 4,958 —
Asset backed securities 269,520 — 269,520 —
Non-agency mortgage backed securities 172,739 — 172,739 —
Loans held for sale 2,695 — 2,695 —
Mortgage servicing rights 6,640 — — 6,640
Total assets measured at fair value $ 1,743,958 $ 2,692 $ 1,734,626 $ 6,640
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 three months ended March 31, 2026 or March 31, 2025, 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 March 31, Beginning
Balance Transfers
into (out of)
Level 3 Change
Included
in Earnings Issuances Ending
Balance
2026: Mortgage servicing rights
$ 6,640 — $ ( 232 ) $ 122 $ 6,530
2025: Mortgage servicing rights
$ 6,626 — $ ( 140 ) $ 128 $ 6,614
Three months ended March 31,
The key unobservable inputs used in determining the fair value of mortgage servicing rights are mortgage prepayment speeds and the discount rate used to discount cash projected cash flows. Generally, any significant increases in the mortgage prepayment speed and discount rate utilized in the fair value measurement of the mortgage servicing rights will result in a negative fair value adjustments (and decrease in the fair value measurement). 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 March 31, 2026 and December 31, 2025:
As of March 31, 2026: Fair Value
(in thousands) Valuation
Technique Unobservable
Inputs Range,
Weighted
Average
Mortgage Servicing Rights $ 6,530 Discounted cash flow Constant prepayment rate 6 % - 12 %; 7.0 %
Discount rate 10 % - 14 %; 12 %
As of December 31, 2025:
Mortgage Servicing Rights $ 6,640 Discounted cash flow Constant prepayment rate 6 % - 12.0 %; 7.0 %
Discount rate 10 % - 14 %; 12 %
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):
March 31, 2026 Total Level 1 Level 2 Level 3
Fair value:
Collateral dependent loans $ 7,877 — — $ 7,877
Foreclosed assets 721 — — 721
Total assets measured at fair value $ 8,598 — — $ 8,598
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December 31, 2025 Total Level 1 Level 2 Level 3
Fair value:
Collateral dependent loans $ 7,545 — — $ 7,545
Foreclosed assets 3,562 — — 3,562
Total assets measured at fair value $ 11,107 — — $ 11,107
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 March 31,
2026 2025
Collateral dependent loans $ ( 1,687 ) $ ( 5,013 )
Foreclosed assets — —
Total losses from non-recurring measurements $ ( 1,687 ) $ ( 5,013 )
The individually evaluated loan amounts above represent collateral dependent loans that have been adjusted to fair value. When the Company identifies a collateral dependent loan with unique risk characteristics, the Company evaluates the need for an allowance using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If the Company determines that the value of the loan is less than the recorded investment in the loan, the Company recognizes this impairment and adjust the carrying value of the loan to fair value through the allowance for credit losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The carrying value of loans fully charged-off is zero .
The foreclosed assets amounts above represents impaired real estate that has been adjusted to fair value. Foreclosed assets represent real estate which the Company has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on real estate owned for fair value adjustments based on the fair value of the real estate.
The Company’s property appraisals are primarily based on the sales comparison approach and income approach methodologies, which consider recent sales of comparable properties, including their income generating characteristics, and then make adjustments to reflect the general assumptions that a market participant would make when analyzing the property for purchase. These adjustments may increase or decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each property. Additionally, the quality and volume of market information available at the time of the appraisal can vary from period to period and cause significant changes to the nature and magnitude of comparable sale adjustments. Given these variations, comparable sale adjustments are generally not a reliable indicator for how fair value will increase or decrease from period to period. 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 March 31, 2026:
March 31, 2026 Fair Value
(in thousands) Valuation
Technique Unobservable Inputs Range,
Weighted Average
Collateral dependent loans $ 7,877 Sales comparison
approach
Income approach Adjustment for differences between
comparable sales;
Capitalization rate Not meaningful
N/A
Foreclosed assets (Land) $ 501 Sales comparison
approach
Adjustment for differences between
comparable sales;
Not meaningful
N/A
Foreclosed assets (SFR) $ 220 Sales comparison
approach
Adjustment for differences between
comparable sales;
Not meaningful
N/A
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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, 2025:
December 31, 2025 Fair Value
(in thousands) Valuation
Technique Unobservable Inputs Range,
Weighted Average
Collateral dependent loans $ 7,545 Sales comparison
approach
Income approach Adjustment for differences between
comparable sales;
Capitalization rate Not meaningful
N/A
Foreclosed assets (Farmland) $ 2,928 Sales comparison
approach
Adjustment for differences between
comparable sales
Not meaningful
N/A
Foreclosed assets (SFR) $ 634 Sales comparison
approach Adjustment for differences between
comparable sales Not meaningful
N/A
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. The Company uses the exit price notion when measuring the fair value of financial instruments. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including, any mortgage banking operations, deferred tax assets, and premises and equipment. 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.
March 31, 2026 December 31, 2025
(in thousands) Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Financial assets:
Level 1 inputs:
Cash and due from banks $ 102,232 $ 102,232 $ 92,914 $ 92,914
Cash at Federal Reserve and other banks 199,073 199,073 64,100 64,100
Level 2 inputs:
Securities held to maturity 85,740 81,963 90,544 86,987
Level 3 inputs:
Loans, net 6,940,259 6,788,961 6,985,325 6,803,008
Financial liabilities:
Level 2 inputs:
Demand, money market, and savings deposits 7,256,738 7,256,738 7,153,859 7,153,859
Time deposits 1,146,850 1,146,506 1,110,042 1,109,820
Other borrowings 11,455 11,455 11,713 11,713
Level 3 inputs:
Junior subordinated debt 41,238 40,582 41,238 40,673
Note 16 - Regulatory Matters
The Company is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the 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 March 31, 2026 and December 31, 2025 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 March 31, 2026 and December 31, 2025 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.
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Actual Required for Capital Adequacy Purposes Required to be
Considered Well
Capitalized
As of March 31, 2026: Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated $ 1,258,523 15.07 % $ 877,153 10.50 % N/A N/A
Tri Counties Bank $ 1,253,447 15.01 % $ 877,007 10.50 % $ 835,244 10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,153,694 13.81 % $ 710,076 8.50 % N/A N/A
Tri Counties Bank $ 1,148,651 13.75 % $ 709,958 8.50 % $ 668,195 8.00 %
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,113,694 13.33 % $ 584,769 7.00 % N/A N/A
Tri Counties Bank $ 1,148,651 13.75 % $ 584,671 7.00 % $ 542,909 6.50 %
Tier 1 Capital (to Average Assets):
Consolidated $ 1,153,694 11.89 % $ 388,055 4.00 % N/A N/A
Tri Counties Bank $ 1,148,651 11.85 % $ 387,847 4.00 % $ 484,809 5.00 %
Actual Required for Capital Adequacy Purposes Required to be
Considered Well
Capitalized
As of December 31, 2025: Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated $ 1,256,506 15.05 % $ 876,852 10.50 % N/A N/A
Tri Counties Bank $ 1,250,620 14.98 % $ 876,708 10.50 % $ 834,960 10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,151,744 13.79 % $ 709,832 8.50 % N/A N/A
Tri Counties Bank $ 1,145,890 13.72 % $ 709,716 8.50 % $ 667,968 8.00 %
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,111,744 13.31 % $ 584,568 7.00 % N/A N/A
Tri Counties Bank $ 1,145,890 13.72 % $ 584,472 7.00 % $ 542,724 6.50 %
Tier 1 Capital (to Average Assets):
Consolidated $ 1,151,744 11.84 % $ 389,131 4.00 % N/A N/A
Tri Counties Bank $ 1,145,890 11.78 % $ 388,982 4.00 % $ 486,227 5.00 %
As of March 31, 2026 and December 31, 2025, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules. Also, at March 31, 2026 and December 31, 2025, 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 March 31, 2026, the Company and the Bank are in compliance with the capital conservation buffer requirement.
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Note 17 – Segment Information
The Company's reportable segment is determined by the Chief Executive Officer, who is designated as the CODM, based upon information provided about the Company's products and services offered, primary banking operations. Segment performance is evaluated using consolidated net income. 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 March 31,
(in thousands) 2026 2025
Interest income $ 117,827 $ 114,077
Reconciliation of revenue:
Other revenues 17,032 16,073
Total consolidated revenues 134,859 130,150
Less:
Interest expense 26,601 31,535
Segment net interest income and noninterest income 108,258 98,615
Less:
Provision for credit losses 3,325 3,728
Salaries and benefits expense 36,145 36,855
Other banking segment items 22,907 22,730
Provision for income taxes 12,196 8,939
Segment net income/consolidated net income $ 33,685 $ 26,363
As of March 31,
2026 2025
Reconciliation of assets:
Total assets for reportable segment $ 9,948,211 $ 9,819,599
Other assets — —
Total consolidated assets $ 9,948,211 $ 9,819,599
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.